-----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, UPdcIWzyVC3O4w15i6TC4eqygzSKB9dZrMhQ3jm9cXTU+d+tslyYUe8iq2+0SOoA /DwapCHfjFmdvTQMGm7FUQ== 0000950138-05-000954.txt : 20050928 0000950138-05-000954.hdr.sgml : 20050928 20050928162716 ACCESSION NUMBER: 0000950138-05-000954 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050928 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050928 DATE AS OF CHANGE: 20050928 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: 051108464 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 sept28_8-k.txt \ACTIVIS\2005 FILINGS\SEPT 28 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) September 28, 2005 -------------------- (September 28, 2005) -------------------- ACTIVISION, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-12699 95-4803544 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 3100 Ocean Park Blvd., Santa Monica, CA 90405 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (310) 255-2000 - ------------------------------------------------------------------------------- NA - ------------------------------------------------------------------------------- (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 7.01. Regulation FD Disclosure. On September 28, 2005, Activision, Inc. issued a press release announcing a four-for-three stock split, which shall be effected by a 33-1/3% stock dividend to stockholders of record as of October 10, 2005, payable on October 24, 2005. The press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of Activision, Inc., dated September 28, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 28, 2005 ACTIVISION, INC. By:/s/ George Rose ------------------------ Name: George Rose Title: SVP and General Counsel 2 EX-99 2 ex_99-1.txt SEPT 28 PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Kristin Mulvihill-Southey Vice President, Investor Relations (310) 255-2635 Ksouthey@activision.com Maryanne Lataif Vice President, Corporate Communications (310) 255-2704 Mlataif@activision.com ACTIVISION ANNOUNCES FOUR-FOR-THREE STOCK SPLIT Santa Monica, CA - September 28, 2005 - Activision, Inc. (NASDAQ: ATVI) announced today that its Board of Directors approved a four-for-three stock split of its outstanding shares of common stock to be effected in the form of a 33-1/3% common stock dividend. The stock dividend is payable October 24, 2005, to stockholders of record at the close of business on October 10, 2005. Stockholders will receive one additional share of common stock for every three shares held on the record date. In lieu of issuing any fractional shares in connection with the split, stockholders will receive a cash payment based on the average of the high and low sales prices of the common stock on the record date, as adjusted for the split. Activision will have approximately 273,000,000 shares of common stock outstanding after the split. "We are thrilled that Activision's record growth and investors' confidence in our future have made this possible," stated Robert A. Kotick, Chairman and Chief Executive Officer of Activision. "The stock split was motivated by a strong desire on our part to obtain a broader range of investors and improve the market liquidity in our stock and by our confidence that the value of our stock will continue to increase over time." 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-----