-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PKgIXY6fshIfrRGGS5MyI2qazeY9AW8rKjZ3/hAmH1Ntrdg3fH2fUhZ+NcsI2hYu epMLhRJAA0/5XqzM3In/xQ== 0000910643-01-500219.txt : 20020411 0000910643-01-500219.hdr.sgml : 20020411 ACCESSION NUMBER: 0000910643-01-500219 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVISION INC /NY CENTRAL INDEX KEY: 0000718877 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954803544 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71682 FILM NUMBER: 1796626 BUSINESS ADDRESS: STREET 1: 3100 OCEAN PARK BLVD STREET 2: STE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3102552000 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD 3RD FL STREET 2: STE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC DATE OF NAME CHANGE: 19880829 FORMER COMPANY: FORMER CONFORMED NAME: MEDIAGENIC DATE OF NAME CHANGE: 19920703 424B3 1 nov-424b3.txt \ACTIVIS\NOVEMBER SECOND 424B3\ PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2001) 1,073,049 Shares ACTIVISION, INC. Common Stock ------------------------------ The stockholders of Activision, Inc. listed in this prospectus supplement under the section entitled "Selling Stockholders" are offering and selling up to 1,073,049 shares of Activision's common stock under this prospectus. All of the Selling Stockholders acquired their shares of Activision common stock in connection with Activision's acquisition on October 1, 2001 of Treyarch Invention LLC, a California based console software development company. The Selling Stockholders were all of the members and certain employees of Treyarch. This prospectus supplement reflects a three-for-two split of shares of Activision common stock, the record date for which was November 6, 2001. Activision will not receive any of the proceeds from the sale of shares being offered by the Selling Stockholders. Activision's common stock is traded in the NASDAQ National Market System under the symbol "ATVI." On November 19, 2001, the last sale price for the common stock as reported on the NASDAQ National Market System was $36.15 per share. No underwriting is being used in connection with this offering of common stock. The shares of common stock are being offered without underwriting discounts. The expenses of this registration will be paid by Activision. Normal brokerage commissions, discounts and fees will be payable by the Selling Stockholders. Activision's principal executive offices are located at 3100 Ocean Park Boulevard, Santa Monica, California 90405, telephone number (310) 255-2000. For a discussion of certain matters that should be considered by prospective investors, see "Risk Factors" starting on page 2 of the Prospectus dated October 26, 2001. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of common stock offered or sold under this prospectus or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is November 20, 2001. SELLING STOCKHOLDERS The following table sets forth certain information regarding the beneficial ownership of shares of Activision common stock by the stockholders selling Common Stock hereunder (the "Selling Stockholders") as of November 6, 2001, and the number of shares of common stock being offered by this prospectus supplement. The following table has been updated from the table set forth in the Prospectus Supplement dated November 5, 2001, to the Prospectus dated October 26, 2001, to reflect a three-for-two split of shares of Activision common stock, the record date for which was November 6, 2001. Beneficial Ownership of Common Stock Number Prior to the Offering of Shares ------------------------------------ of Common Name of Number of Percentage of Stock Being Selling Stockholder Shares Class(1) Offered(2) - ------------------ ------------------------------------ ----------- Agraviador, Arnold 7,509 * 7,509 Akemann, Peter 195,630 * 195,630 Argoud, Doris 801 * 801 Baird, Shawn 7,380 * 7,380 Likeness, Don 200,548 * 200,548 Steinmann, Eric 185,400 * 185,400 Capistrano, Shawn 42,391 * 42,391 Bare, Jason 3,391 * 3,391 Bortoluzzi, Alex 6,787 * 6,787 Bower, Thad 2,347 * 2,347 Brainerd, Wade 7,017 * 7,017 Busic, L. Christian 6,615 * 6,615 Busse, Christopher 13,078 * 13,078 Bustamante, Sergio 2,173 * 2,173 Chao, James 7,074 * 7,074 Cook, David 3,391 * 3,391 Doran, Nicholas 6,615 * 6,615 Erdman, Christopher C. 6,730 * 6,730 Fristrom, James 10,792 * 10,792 Gilman, Sukru 3,391 * 3,391 Hughes, Patrick 1,888 * 1,888 Ishihara, Glenn 687 * 687 John, Gregory 7,017 * 7,017 Krug, Barbara 3,391 * 3,391 Lakshmanan, Srini 3,391 * 3,391 Moriwaki, Yoshitomo G. 7,531 * 7,531 Nau, Mark 11,880 * 11,880 Olson, Evan 3,391 * 3,391 Palmer, Sean 4,348 * 4,348 Sahuc, Pasca l7,131 * 7,131 Soares, Christopher 10,792 * 10,792 Tolman, Charles 11,880 * 11,880 Tolman, Tiffany 1,488 * 1,488 Villasenor, Rose 1,260 * 1,260 Aeria, Zachary 364 * 364 Akaike, Akihiro 828 * 828 Akopyan, Loudvik 145 * 145 Altman, Matthew I 72 * 72 Anderson, Jennifer 36 * 36 Andrunas, John A. 144 * 144 Bains, David Andrew 180 * 180 Barasch, Alan 144 * 144 Bendis, Scott 807 * 807 Bryant, Jason 468 * 468 Burgess, Joel 612 * 612 Chen, Peter H. 36 * 36 Chen, Tong 636 * 636 Chien, Andy 217 * 217 Cutler, Elizabeth 36 * 36 Davis, Wendy L. 36 * 36 Drageset, Craig I 72 * 72 Dumlao, Darwin 327 * 327 Eastepp, Travis 291 * 291 Edelstein, Paul A. 474 * 474 Fedasz IV, Stephen 108 * 108 Fiederer, Joerg T. 870 * 870 Giampa, Kristopher 36 * 36 Gluck, Florent 72 * 72 Goldman, Daniel B. 181 * 181 Gonwick, Vanessa 72 * 72 Grace, Bradley 145 * 145 Henne, Christian 763 * 763 Hosfeld, Ian Peter 36 * 36 Hurd, Eric A 36 * 36 Ikeda, Lisa 360 * 360 Jameson, Brian R. 180 * 180 Johnson, Sean C. 72 * 72 Juneau, Jason (Jay) 72 * 72 Kang, Win 108 * 108 Kohout, Robert H. 180 * 180 Kovachev, Asen 327 * 327 Lauf, Jon 582 * 582 Lawson, Brian 255 * 255 Lydon, John 36 * 36 Mailhot, Michel 546 * 546 Maza, Jeremiah 360 * 360 Mc Mahan, Michael 360 * 360 McAlpine, Terri N 36 * 36 McKesson, Jason L. 216 * 216 Mills, Nigel 546 * 546 Morrisroe, Brian D 36 * 36 Morrow, Charles 72 * 72 Nugent, Joseph B. 108 * 108 Offermann, Alexander 72 * 72 Ono, Tomas K. 72 * 72 Parker, Jeremy L. 72 * 72 Pasko, Kevin 400 * 400 Pavone, Eric M. 144 * 144 Peterson, Dustin 432 * 432 Petty, Cameron S. 108 * 108 Pinder, Carl 364 * 364 Probst, Timothy A. 144 * 144 Quach, Tuan (Tony) 72 * 72 Rakunas, Adam 289 * 289 Rappaport, Douglas 72 * 72 Rhoades, Matthew B. 72 * 72 Rix, Aaron 400 * 400 Rusch, Matthew S. 145 * 145 Salazar, Manuel 436 * 436 Samonte, Rey 829 * 829 Sanchez, Roberto 252 * 252 SantaAna, Jake 538 * 538 Santat, Daniel 72 * 72 Schenkelberg, Jeff D. 72 * 72 Schmidt, Kevin E. 36 * 36 Simkins, Gregory P. 180 * 180 Smilovitch, Tim 472 * 472 Stanev, Dimiter 324 * 324 Stone, Erik M. 145 * 145 Swihart, Andrew D 36 * 36 Taylor, Greg 400 * 400 Terletski, Dmitri 763 * 763 Tomatani, Kevin 288 * 288 Touevsky, Krassimir 36 * 36 Valenzuela, Joseph I. 144 * 144 Van Zelm, John 327 * 327 Vance, Michael K. 435 * 435 Wadey, Charles E. 72 * 72 Webster, Jon 510 * 510 Whitehead, Paul 801 * 801 Zachary, James 618 * 618 Zamkoff, Johathan 396 * 396 Zide, Leonardo 72 * 72 All Selling Stockholders as a group 818,943 818,943 ____________ *Less than 1%. (1) Percentages are based on 52,681,131 shares of common stock that were issued and outstanding as of November 16, 2001, effected for the stock split. (2) This amount does not include the following, which are more fully described below: (i) 230,988 shares of Common Stock subject to certain software program delivery and revenue and certain escrow requirements; and (ii) 23,098 shares of Common Stock to be issued to certain Selling Stockholders upon completion of certain software program delivery and revenue requirements. The Company entered into an agreement and plan of merger (the "Merger Agreement") with Activision Publishing Inc., Treyarch Invention LLC ("Treyarch"), Don Likeness, Peter Akemann, Eric Steinmann, Shawn Capistrano and Eric Steinmann, as representative of the persons listed on Schedule 1 thereto (the "Members"). The transaction contemplated by the Merger Agreement was consummated on October 1, 2001. Pursuant to a warranty escrow agreement an aggregate of 230,988 shares of Common Stock, or twenty-two percent (22%) of the total number of shares of Common Stock issued have been deposited in an escrow account in connection with the transaction (the "Escrow Shares"). The Escrow Shares have been deposited in order to ensure that the representations, warranties and covenants made by the former Treyarch Members under the Merger Agreement are not breached and in order to provide a source of indemnification to Activision pursuant to the Merger Agreement. In addition, the Escrow Shares are subject to release from escrow upon fulfillment of certain software program delivery and ranking requirements and certain revenue requirements, as described in the Merger Agreement. In the event certain of the software program delivery and ranking requirements are met, certain of the Selling Stockholders are entitled to receive, in addition to the Escrow Shares, 23,098 shares of Common Stock. We will issue a prospectus supplement to reflect any increase in the number of shares of Common Stock offered for sale in the event the conditions described above are fulfilled. Prior to the acquisition of Treyarch by Activision, Treyarch was a party to various development agreements with Activision. Other than such contracts and the fact that the Selling Stockholders are employees of Treyarch, which became a wholly owned subsidiary of Activision on October 1, 2001 pursuant to the Merger Agreement, none of the Selling Stockholders has had a material relationship with the Company within the past three years. -----END PRIVACY-ENHANCED MESSAGE-----