UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
WiderThan Co., Ltd.
(Name of Issuer)
(1) Common Stock, par value KRW 500 per share
(2) American Depositary Shares, evidenced by American Depositary Receipts, each representing one common share
(Title of Class of Securities)
The Common Stock, which is not traded on U.S. markets, has not been assigned a CUSIP number
The CUSIP number for the related American Depositary Shares is 967593104
(CUSIP Number)
Robert Kimball, Senior Vice President, Legal and Business Affairs, General Counsel and Corporate Secretary
RealNetworks, Inc.
2601 Elliott Avenue, #1000
Seattle, Washington 98121
(206) 674-2700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Patrick J. Schultheis, Esq.
Michael S. Ringler, Esq.
Wilson Sonsini Goodrich & Rosati Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, WA 98104-7036
(206) 883-2500
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
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TABLE OF CONTENTS
SCHEDULE 13D
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth below in Item 4 of this Amendment is hereby incorporated by
reference. The aggregate purchase price paid by RealNetworks for Common Shares and ADSs (as such
terms are defined below) tendered in the Offer (as such term is defined below) was approximately
$320 million. RealNetworks used cash on hand to fund the purchase of such Common Shares and ADSs.
Item 4. Purpose of Transaction.
Pursuant to the Combination Agreement dated as of September 12, 2006, between RN
International Holdings B.V. (“RNBV”), RealNetworks, Inc. (together with RNBV “RealNetworks”) and
WiderThan Co., Ltd., a company with limited liability organized under the laws of the Republic of
Korea (“WiderThan”), RealNetworks made a cash tender offer (the “Offer”) to purchase up to all of
the outstanding common shares, par value KRW500 per share (the “Common Shares”), and all of the
outstanding American Depositary Shares, each representing one Common Share and evidenced by an
American Depositary Receipt issued by JP Morgan Chase Bank, N.A. (the “ADSs”) of WiderThan, at a price of $17.05 per Common Share and per ADS (the
“Offer Price”).
The Offer expired at 12:00 midnight, New York City time, on Friday, October 27, 2006. Based on
the final count of the depositaries for the Offer, an aggregate of 2,840,329 Common Shares and
15,905,999 ADSs, together representing approximately 95% of the outstanding Common Shares and ADSs
of WiderThan, including common shares underlying ADSs, were validly tendered and not
withdrawn prior to the expiration of the Offer (the “Tendered Shares”). All Tendered Shares were
accepted for payment, and RealNetworks completed the transfer of funds required to pay for the
Tendered Shares to the depositaries for the Offer on October 31, 2006. As a result of the
successful tender offer, WiderThan will become a majority-owned subsidiary of RealNetworks, and
RealNetworks may be deemed to have sole voting and dispositive power over the Tendered Shares.
RealNetworks has also elected to provide a subsequent offering period of 10 business days,
expiring at 12:00 midnight, New York City time, on Friday, November 10, 2006, unless extended (the
“Subsequent Offering Period”). During the Subsequent Offering Period, holders of Common Shares and
ADSs that were not previously tendered in the Offer may tender their Common Shares and ADSs in
exchange for the Offer Price on the same terms that applied prior to the initial expiration of the
Offer. RealNetworks will pay for any Common Shares and ADSs tendered in the Subsequent Offering
Period promptly after such Common Shares and ADSs are validly tendered. The purpose of the
Subsequent Offering Period is to enable holders of Common Shares and ADSs who did not tender their
Common Shares and ADSs prior to the initial expiration of the Offer to participate in the Offer and
receive the Offer Price on an expedited basis. All other terms and conditions of the Offer remain
the same, as set forth in the Tender Offer Statement on Schedule TO and related tender offer
materials that RealNetworks filed with the Securities and Exchange Commission (“SEC”) on September
29, 2006, as supplemented and amended.
Common Shares and ADSs that were not tendered in the Offer will remain outstanding unless
and/or until they are acquired in any future acquisition. However, following the
closing of the Subsequent Offering Period, or, in the event that RealNetworks extends the
Subsequent Offering Period, the scheduled closing date for such extension (in either case the
“Termination Time”), WiderThan intends to voluntarily terminate the listing of its ADSs on The
Nasdaq Global Market and terminate its existing Deposit Agreement with JP Morgan Chase Bank, N.A.
Additionally, WiderThan will apply for termination of registration of the Common Shares and ADSs under the
Exchange Act as soon after the Termination Time as the requirements for such termination are met.
Item 5. Interest in Securities of the Issuer.
The information set forth above in Item 4 of this Amendment is hereby incorporated by reference.
Item 7. Material to be Filed as Exhibits.
See exhibit index.
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