-----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, GDBaOg0hJNrI/RwXREut8CZlUf/h7ihfC+TfqRzuik0EtdUyfXK4p52wjQXbSipT 7IsV9AcrNzRsjiixfeLsqw== 0000950138-05-000773.txt : 20050805 0000950138-05-000773.hdr.sgml : 20050805 20050805161728 ACCESSION NUMBER: 0000950138-05-000773 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050805 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050805 DATE AS OF CHANGE: 20050805 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 051003008 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: MEDIAGENIC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC DATE OF NAME CHANGE: 19880829 8-K 1 aug5_8-k.txt \ACTIVIS\2005 FILINGS\AUG 5 8-K\ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 5, 2005 --------------- (August 1, 2005) ---------------- ACTIVISION, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-12699 95-4803544 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3100 Ocean Park Blvd., Santa Monica, CA 90405 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (310) 255-2000 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On July 26, 2005, the Board of Directors of the Company appointed Richard Sarnoff to the Board effective August 1, 2005. The appointment increases temporarily the total number of directors on the Board from eight to nine. Mr. Sarnoff will serve on the Board until the next annual meeting of stockholders at which time he will stand for re-election. Mr. Sarnoff was also appointed to serve on the Nominating and Corporate Governance Committee. The Board has determined that Mr. Sarnoff meets the applicable independence requirements. In connection with Mr. Sarnoff's appointment as a director, Mr. Sarnoff was granted options to purchase 30,000 shares of the Company's common stock at an exercise price of $19.91 per share. These options vest in four equal semi-annual installments beginning on February 1, 2006. As a non-employee director on the Board with no other relationship with the Company and its affiliates, other than his prospective service to the Company as a non-employee director, Mr. Sarnoff will receive the same standard compensation amounts paid to other non-employee directors for service on the Board, which amounts have been previously disclosed in the Company's proxy statement filed with the Securities and Exchange Commission on July 29, 2005. There is no arrangement or understanding between Mr. Sarnoff and any other person pursuant to which Mr. Sarnoff was elected as a director of the Company. There are no transactions in which Mr. Sarnoff has an interest requiring disclosure under Item 404(a) of Regulation S-K, except as described above. A copy of the press release issued on August 1, 2005 announcing Mr. Sarnoff's appointment is attached to this Report as Exhibit 99.1 and incorporated herein by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 5, 2005, we filed a Certificate of Designation with the Delaware Secretary of State, which was effective immediately. The Certificate of Designation, which was approved by the Board of Directors on July 26, 2005, increased the total number of the Company's Preferred Stock designated as Series A Junior Preferred Stock to 2,000,000 shares. The powers, designations, preferences and relative, participating, optional or other special rights of the Series A Junior Preferred Stock and the qualifications, limitations and restrictions on the Series A Junior Preferred Stock remain the same and are set forth in the description of the Series A Junior Preferred Stock in the Amended and Restated Certificate of Incorporation of the Company, as amended. The Company's Amended and Restated Certificate of Incorporation has been filed with the Securities and Exchange Commission as Exhibit 2.5 to the Company's Current Report on Form 8-K filed on June 16, 2000. A copy of the Certificate of Designation has been filed as Exhibit 3.1 to this Current Report on Form 8-K. The filing of the Certificate of Designation did not cause any increase in the total number of shares of Preferred Stock authorized or outstanding. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 3.1 Certificate of Designation of Series A Junior Preferred Stock, dated August 4, 2005 99.1 Press Release of Activision, Inc., dated August 1, 2005. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACTIVISION, INC. By:/s/ Brian Kelly ------------------------ Name: Brian Kelly Title: Co-Chairman Date: August 5, 2005 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 3.1 Certificate of Designation of Series A Junior Preferred Stock, dated August 4, 2005 99.1 Press Release of Activision, Inc., dated August 1, 2005. EX-3.(I) 2 ex_3-1.txt EXHIBIT 3.1 CERTIFICATE OF DESIGNATION Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A JUNIOR PREFERRED STOCK OF ACTIVISION, INC. Pursuant to Section 151 of the Delaware General Corporation Law I, Robert A. Kotick, the Chairman and Chief Executive Officer of Activision, Inc., a corporation organized and existing under the Delaware General Corporation Law (the "Company"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Company, as amended, the Board of Directors on July 26, 2005, adopted the following resolution: "RESOLVED, that, pursuant to Section 151(g) of the Delaware General Corporation Law and the authority vested in the Board of Directors of the Company in accordance with the provisions of ARTICLE FOURTH of the Amended and Restated Certificate of Incorporation of the Company, as amended, the total number of shares of Preferred Stock designated as Series A Junior Preferred Stock shall equal 2,000,000, and the powers, designations, preferences and relative, participating, optional or other special rights of the shares of such series and the qualifications, limitations and restrictions shall be as set forth in the description of the Series A Junior Preferred Stock in the Amended and Restated Certificate of Incorporation of the Company, as amended." IN WITNESS WHEREOF, I have executed and subscribed this Certificate of Designation and do affirm the foregoing as true under the penalties of perjury this 4th day of August, 2005. /s/ Robert A. Kotick --------------------------------------------- Name: Robert A. Kotick Title: Chairman and Chief Executive Officer ATTEST: /s/ George Rose - ----------------------------- Name: George Rose Title: Secretary EX-99 3 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE AUG 1, 2005 Exhibit 99.1 ACTIVISION APPOINTS RICHARD SARNOFF TO COMPANY'S BOARD OF DIRECTORS SANTA MONICA, Calif., Aug 01, 2005 -- Activision, Inc. (Nasdaq: ATVI) today announced the appointment of Richard Sarnoff to its Board of Directors. Mr. Sarnoff will join the Activision Board as an independent director, effective immediately. "We welcome Richard to the Activision Board," said Robert Kotick, Chairman and CEO, Activision, Inc. "His substantial experience in the mobile and wireless arena coupled with his strong corporate development background and distinguished career will be an asset to our Board and management team as we continue to pursue our strategic objectives." Sarnoff has served as President of Random House New Media and Corporate Development Group since 2000 where he is responsible for the company's digital strategy and execution including e-books, print-on-demand, mobile and wireless content, as well as overseeing mergers, acquisitions, joint ventures and start up activities on a global basis. Concurrently, Sarnoff oversees Random House's investments focusing on the intersection of publishing and technology as President of Random House Ventures, LLC, a position he has held since 2000. Sarnoff previously served as Executive Vice President and Chief Financial Officer for Random House after its merger in 1998 with Bantam Doubleday Dell. He joined Bantam Doubleday Dell, in 1987, where he held various management positions. Sarnoff holds a Bachelor of Arts degree from Princeton University, where he graduated summa cum laude. His graduate studies were completed at Harvard Business School, where he earned his Masters in Business Administration in June of 1987. Headquartered in Santa Monica, California, Activision, Inc. is a leading worldwide developer, publisher and distributor of interactive entertainment and leisure products. Founded in 1979, Activision posted net revenues of $1.4 billion for the fiscal year ended March 31, 2005. Activision maintains operations in the U.S., Canada, the United Kingdom, France, Germany, Italy, Japan, Australia, Scandinavia, Spain and the Netherlands. More information about Activision and its products can be found on the company's World Wide Web site, which is located at www.activision.com. The statements made in this press release that are not historical facts are "forward-looking statements". These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. The Company cautions readers of this press release that a number of important factors could cause Activision's actual future results to differ materially from those expressed in any such forward-looking statements. Such factors include, without limitation, product delays, retail acceptance of our products, industry competition, rapid changes in technology and industry standards, protection of proprietary rights, maintenance of relationships with key personnel, vendors and third-party developers, international economic and political conditions, integration of recently acquired subsidiaries and identification of suitable future acquisition opportunities. These important factors and other factors that potentially could affect the Company's financial results are described in our filings with the Securities and Exchange Commission, including the Company's most recent Annual report on Form 10-K and Quarterly Report on Form 10-Q. Readers of this press release are referred to such filings. The Company may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in the Company's assumptions or otherwise. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. -----END PRIVACY-ENHANCED MESSAGE-----