REALNETWORKS, INC. Item 8.01 Other Events
As previously disclosed, on
On
Following announcement of the Merger, three purported shareholders of the
Company filed complaints alleging claims under (i) federal securities laws
(ii) the Washington Business Corporation Act and/or (iii)
The Company believes the Complaints and the disclosure demands are without merit, that each of the Preliminary Proxy Statement and the Definitive Proxy Statement fully comply with the Securities Exchange Act of 1934 (the "Exchange Act") and all other applicable law, and that no further disclosure is required. However, solely in order to reduce the risk of delaying or otherwise adversely affecting the consummation of the Merger and to minimize the expense and distraction of defending such actions, and provide additional information to its shareholders, the Company is filing this Current Report on Form 8-K to amend and supplement the Definitive Proxy Statement. Nothing in the supplemental disclosures set forth below should be deemed an admission of any inadequacy of the Company's earlier disclosures, the legal necessity of the present disclosures, or the materiality of the Company's prior and present disclosures under any applicable laws.
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The Board unanimously recommends that the Company's shareholders vote "FOR" each of the proposals at the Special Meeting, each as described in the Definitive Proxy Statement.
The information contained in this Current Report on Form 8-K is incorporated by reference into the Definitive Proxy Statement. All page references in this Current Report on Form 8-K are to pages of the Definitive Proxy Statement, and all terms used in this Current Report on Form 8-K, but not otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement. The following information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Definitive Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement such information in the Definitive Proxy Statement.
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Supplemental Disclosures to the Definitive Proxy Statement
The Company makes these supplemental disclosures to the Definitive Proxy
Statement. This supplemental information should be read in conjunction with the
Definitive Proxy Statement, which should be read in its entirety. Defined terms
used but not defined below have the meanings set forth in the Definitive Proxy
Statement. All page references in the information below are to pages in the
Definitive Proxy Statement. Paragraph references used herein refer to the
Definitive Proxy Statement before any additions or deletions resulting from the
supplemental disclosures. Underlined text shows text being added to a referenced
disclosure in the Definitive Proxy Statement. The information contained herein
speaks only as of
1. The final paragraph beginning on page 19 of the Definitive Proxy
Statement is hereby amended and supplemented by adding the following
sentence immediately after the second sentence in such paragraph:
The Special Committee noted that pursuant to the Company's Charter,
2. The first full paragraph on page 24 of the Definitive Proxy Statement is
hereby amended and supplemented by adding the following sentence
immediately after the third sentence of such paragraph:
At no point did any of these unsolicited, inbound inquiries regarding potential alternative transactions result in any indications of value or a formal acquisition proposal for the acquisition of the Company or any segment thereof.
3. The first full paragraph on page 26 of the Definitive Proxy Statement is
hereby amended and supplemented by adding the following sentence as the
last sentence of such paragraph:
Accordingly,
4. The third full paragraph on page 26 of the Definitive Proxy Statement is
hereby amended and restated in its entirety as follows:
On both
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5. The first sentence of the first full paragraph on page 54 of the
Definitive Proxy Statement is hereby amended and supplemented by adding
the following parenthetical at the end of such sentence:
(these amounts were negative
6. The second full paragraph on page 54 of the Definitive Proxy Statement is
hereby amended and restated in its entirety as follows:
The foregoing implied per share value reference ranges (I) reflect a corporate
overhead deduction range of
7. The third full paragraph on page 59 of the Definitive Proxy Statement is
hereby amended and restated in its entirety as follows:
As discussed above, in connection with its consideration of the proposed
transaction, the Board and the Special Committee were provided, prior to
finalizing the Merger Agreement, the Projections, prepared as of
8. The final paragraph beginning on page 59 of the Definitive Proxy
Statement is hereby amended and supplemented by adding the following two
sentences immediately after the second sentence in such paragraph:
Earlier versions of the Projections were prepared in
9. The first sentence of the final paragraph on page 60 of the Definitive
Proxy Statement is hereby amended and restated in its entirety as
follows:
Certain of the Projections summarized below were not prepared in accordance with
10. The second full paragraph beginning on page 64 of the Definitive Proxy
Statement is hereby amended and supplemented by replace the final
sentence with the following:
As of the date of this Proxy Statement, no employment arrangements between such persons and Parent and/or its affiliates have been established, and no negotiations regarding employment arrangements have occurred between such persons and Parent and/or its affiliates.
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11. The table on page 76 of the Definitive Proxy Statement is hereby amended
and restated in its entirety as follows:
Description Amount
Financial advisory fees and expenses(1)
$ 3,145,000 SEC filing fees$ 3,400
EDGAR filing, printing and mailing expenses
$ 38,000 Proxy Solicitor$ 162,500 Board Fees$ 195,000 Total$ 5,734,900
(1) Includes a transaction fee payable to Imperial upon consummation of the
Merger of
equity interests of Parent at an exercise price of
Forward-Looking Statements
This Current Report on Form 8-K or any exhibit hereto
contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, which provides a "safe harbor" for such
statements in certain circumstances. The forward-looking statements include
statements or expectations regarding timing of the closing of the Merger,
considerations taken into account by the Board of Directors of
Additional Information and Where to Find It
This communication is being made in connection with the Merger. In connection
with the Merger, the Company has filed the Definitive Proxy Statement with the
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE
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Investors and security holders may obtain free copies of the Definitive Proxy
Statement and other documents containing important information about the Company
and the Merger through the website maintained by the
Participants in the Solicitation
The Company, its directors and certain of its executive officers and employees
may be deemed to be participants in the solicitation of proxies from the
Company's shareholders in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the
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