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.