RNWK » Topics » (Exact name of registrant as specified in its charter)

These excerpts taken from the RNWK 10-K filed Apr 30, 2009.
(Exact name of registrant as specified in its charter)
 
     
Washington   91-1628146
(State of incorporation)   (I.R.S. Employer Identification Number)
     
2601 Elliott Avenue, Suite 1000   98121
Seattle, Washington   (Zip Code)
(Address of principal executive offices)    
 
Registrant’s telephone number, including area code:
(206) 674-2700
Securities registered pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
 
Name of Each Exchange on Which Registered
 
Common Stock, Par Value $0.001 per share
  The NASDAQ Stock Market LLC
Preferred Share Purchase Rights
  The NASDAQ Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes o     No þ
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  þ     Accelerated filer  o     Non-accelerated filer  o     Smaller reporting company  o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
The aggregate market value of the Common Stock held by non-affiliates of the registrant was $602,368,054 on June 30, 2008, based on the closing price of the Common Stock on that date, as reported on the Nasdaq Global Select Market.(1)
 
The number of shares of the registrant’s Common Stock outstanding as of April 20, 2009 was 134,418,311.
 
 
(1) Excludes shares held of record on that date by directors, executive officers and 10% shareholders of the registrant. Exclusion of such shares should not be construed to indicate that any such person directly or indirectly possesses the power to direct or cause the direction of the management of the policies of the registrant.
 


Table of Contents

 
EXPLANATORY NOTE
 
RealNetworks, Inc. (also referred to as the “Company,” “we,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”) to amend our Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”), originally filed with the Securities and Exchange Commission on March 2, 2009, for the purpose of providing the information required by Part III that we intended to be incorporated by reference from our proxy statement relating to our 2009 annual meeting of shareholders, which will not be filed within the requisite time period allowing such incorporation by reference.
 
We are also updating the signature page, the Exhibit Index in Item 15 of Part IV and appearing after the signature page, and Exhibits 31.1 and 31.2 and including new Exhibits 10.31 and 10.32.
 
Except as otherwise expressly stated herein, this Amendment No. 1 does not reflect events occurring after the date of the Form 10-K, and does not modify or update the disclosures contained in the Form 10-K in any way other than as required to reflect the amendments discussed above and reflected below. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K and our other filings made with the SEC on or subsequent to March 2, 2009.


2


 

 
(Exact name of registrant as
specified in its charter)



 








































     

Washington

 

91-1628146

(State of
incorporation)


 

(I.R.S. Employer Identification
Number)


 

 

 

2601 Elliott Avenue, Suite 1000

 

98121

Seattle, Washington

 

(Zip Code)

(Address of principal executive
offices)



 

 






 



Registrant’s telephone number, including area code:



(206) 674-2700

Securities registered pursuant to Section 12(b) of the
Act:



 




























     


Title of Each Class


 


Name of Each Exchange on Which Registered

 


Common Stock, Par Value $0.001 per share


 

The NASDAQ Stock Market LLC


Preferred Share Purchase Rights


 

The NASDAQ Stock Market LLC






 



Securities registered pursuant to Section 12(g) of the
Act:




None

(Title of Class)



 



Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.  Yes þ     No o



 



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act Yes
o     No þ



 



Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days.  Yes þ     No o



 



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files).  Yes o     No o



 



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K.  þ



 



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “non-accelerated filer” and “smaller
reporting company” in
Rule 12b-2
of the Exchange Act.


 



Large accelerated
filer  þ     Accelerated
filer  o     Non-accelerated
filer  o     Smaller
reporting
company  o




(Do not check if a smaller
reporting company)



 



Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act).  Yes o     No þ



 



The aggregate market value of the Common Stock held by
non-affiliates of the registrant was $602,368,054 on
June 30, 2008, based on the closing price of the Common
Stock on that date, as reported on the Nasdaq Global Select
Market.(1)


 



The number of shares of the registrant’s Common Stock
outstanding as of April 20, 2009 was 134,418,311.


 




 



















(1)

Excludes shares held of record on
that date by directors, executive officers and 10% shareholders
of the registrant. Exclusion of such shares should not be
construed to indicate that any such person directly or
indirectly possesses the power to direct or cause the direction
of the management of the policies of the registrant.


 












Table of Contents







 




EXPLANATORY
NOTE



 



RealNetworks, Inc. (also referred to as the “Company,”
“we,” or “our”) is filing this Amendment
No. 1 on Form 10-K/A (the “Amendment
No. 1”) to amend our
Form 10-K
for the fiscal year ended December 31, 2008 (the
“Form 10-K”),
originally filed with the Securities and Exchange Commission on
March 2, 2009, for the purpose of providing the information
required by Part III that we intended to be incorporated by
reference from our proxy statement relating to our 2009 annual
meeting of shareholders, which will not be filed within the
requisite time period allowing such incorporation by reference.


 



We are also updating the signature page, the Exhibit Index
in Item 15 of Part IV and appearing after the
signature page, and Exhibits 31.1 and 31.2 and including
new Exhibits 10.31 and 10.32.


 



Except as otherwise expressly stated herein, this Amendment
No. 1 does not reflect events occurring after the date of
the Form 10-K, and does not modify or update the
disclosures contained in the Form 10-K in any way other
than as required to reflect the amendments discussed above and
reflected below. Accordingly, this Amendment No. 1 should
be read in conjunction with the Form 10-K and our other
filings made with the SEC on or subsequent to March 2, 2009.





2





 





 




These excerpts taken from the RNWK 10-K filed Mar 2, 2009.
(Exact name of registrant as specified in its charter)
 
     
Washington   91-1628146
(State of incorporation)   (I.R.S. Employer Identification Number)
     
2601 Elliott Avenue, Suite 1000
Seattle, Washington
(Address of principal executive offices)
  98121
(Zip Code)
 
Registrant’s telephone number, including area code:
(Exact name of registrant as
specified in its charter)



 






























     

Washington

 

91-1628146

(State of
incorporation)


 

(I.R.S. Employer Identification
Number)


 

 

 

2601 Elliott Avenue, Suite 1000

Seattle, Washington

(Address of principal
executive offices)


 

98121

(Zip Code)






 



Registrant’s telephone number, including area code:



These excerpts taken from the RNWK 10-K filed Feb 29, 2008.
(Exact name of registrant as specified in its charter)
     
Washington   91-1628146
(State of incorporation)   (I.R.S. Employer Identification Number)
     
2601 Elliott Avenue, Suite 1000
Seattle, Washington
(Address of principal executive offices)
  98121
(Zip Code)
Registrant’s telephone number, including area code:
(Exact name of registrant as
specified in its charter)































     

Washington

 

91-1628146

(State of
incorporation)


 

(I.R.S. Employer Identification
Number)


 

 

 

2601 Elliott Avenue, Suite 1000

Seattle, Washington

(Address of principal
executive offices)


 

98121

(Zip Code)







Registrant’s telephone number, including area code:



This excerpt taken from the RNWK 10-K filed Mar 1, 2007.
(Exact name of registrant as specified in its charter)
 
     
Washington   91-1628146
(State of incorporation)   (I.R.S. Employer Identification Number)
     
2601 Elliott Avenue, Suite 1000
Seattle, Washington
(Address of principal executive offices)
  98121
(Zip Code)
 
Registrant’s telephone number, including area code:
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