PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 2001)
715,366 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
715,366 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 the addition of certain selling
stockholders.
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 2, 2001, the last sale price for the common
stock as reported on the NASDAQ National Market System was $38.95 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 5, 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 5, 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 dated October 26, 2001, to reflect the addition of Arnold Agraviador,
Doris Argoud and Shawn Baird as selling stockholders.
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 5,006 * 5,006
Akemann, Peter 130,420 * 130,420
Argoud, Doris 534 * 534
Baird, Shawn 4,920 * 4,920
Likeness, Don 133,699 * 133,699
Steinmann, Eric 123,600 * 123,600
Capistrano, Shawn 28,261 * 28,261
Bare, Jason 2,261 * 2,261
Bortoluzzi, Alex 4,525 * 4,525
Bower, Thad 1,565 * 1,565
Brainerd, Wade 4,678 * 4,678
Busic, L. Christian 4,410 * 4,410
Busse, Christopher 8,719 * 8,719
Bustamante, Sergio 1,449 * 1,449
Chao, James 4,716 * 4,716
Cook, David 2,261 * 2,261
Doran, Nicholas 4,410 * 4,410
Erdman, Christopher C. 4,487 * 4,487
Fristrom, James 7,195 * 7,195
Gilman, Sukru 2,261 * 2,261
Hughes, Patrick 1,259 * 1,259
Ishihara, Glenn 458 * 458
John, Gregory 4,678 * 4,678
Krug, Barbara 2,261 * 2,261
Lakshmanan, Srini 2,261 * 2,261
Moriwaki, Yoshitomo G. 5,021 * 5,021
Nau, Mark 7,920 * 7,920
Olson, Evan 2,261 * 2,261
Palmer, Sean 2,899 * 2,899
Sahuc, Pascal 4,754 * 4,754
Soares, Christopher 7,195 * 7,195
Tolman, Charles 7,920 * 7,920
Tolman, Tiffany 992 * 992
Villasenor, Rose 840 * 840
Aeria, Zachary 243 * 243
Akaike, Akihiro 552 * 552
Akopyan, Loudvik 97 * 97
Altman, Matthew I 48 * 48
Anderson, Jennifer 24 * 24
Andrunas, John A. 96 * 96
Bains, David Andrew 120 * 120
Barasch, Alan 96 * 96
Bendis, Scott 538 * 538
Bryant, Jason 312 * 312
Burgess, Joel 408 * 408
Chen, Peter H. 24 * 24
Chen, Tong 424 * 424
Chien, Andy 145 * 145
Cutler, Elizabeth 24 * 24
Davis, Wendy L. 24 * 24
Drageset, Craig I 48 * 48
Dumlao, Darwin 218 * 218
Eastepp, Travis 194 * 194
Edelstein, Paul A. 316 * 316
Fedasz IV, Stephen 72 * 72
Fiederer, Joerg T. 580 * 580
Giampa, Kristopher 24 * 24
Gluck, Florent 48 * 48
Goldman, Daniel B. 121 * 121
Gonwick, Vanessa 48 * 48
Grace, Bradley 97 * 97
Henne, Christian 509 * 509
Hosfeld, Ian Peter 24 * 24
Hurd, Eric A 24 * 24
Ikeda, Lisa 240 * 240
Jameson, Brian R. 120 * 120
Johnson, Sean C. 48 * 48
Juneau, Jason (Jay) 48 * 48
Kang, Win 72 * 72
Kohout, Robert H. 120 * 120
Kovachev, Asen 218 * 218
Lauf, Jon 388 * 388
Lawson, Brian 170 * 170
Lydon, John 24 * 24
Mailhot, Michel 364 * 364
Maza, Jeremiah 240 * 240
Mc Mahan, Michael 240 * 240
McAlpine, Terri N 24 * 24
McKesson, Jason L. 144 * 144
Mills, Nigel 364 * 364
Morrisroe, Brian D 24 * 24
Morrow, Charles 48 * 48
Nugent, Joseph B. 72 * 72
Offermann, Alexander 48 * 48
Ono, Tomas K. 48 * 48
Parker, Jeremy L. 48 * 48
Pasko, Kevin 267 * 267
Pavone, Eric M. 96 * 96
Peterson, Dustin 288 * 288
Petty, Cameron S. 72 * 72
Pinder, Carl 243 * 243
Probst, Timothy A. 96 * 96
Quach, Tuan (Tony) 48 * 48
Rakunas, Adam 193 * 193
Rappaport, Douglas 48 * 48
Rhoades, Matthew B. 48 * 48
Rix, Aaron 267 * 267
Rusch, Matthew S. 97 * 97
Salazar, Manuel 291 * 291
Samonte, Rey 553 * 553
Sanchez, Roberto 168 * 168
SantaAna, Jake 359 * 359
Santat, Daniel 48 * 48
Schenkelberg, Jeff D. 48 * 48
Schmidt, Kevin E. 24 * 24
Simkins, Gregory P. 120 * 120
Smilovitch, Tim 315 * 315
Stanev, Dimiter 216 * 216
Stone, Erik M. 97 * 97
Swihart, Andrew D 24 * 24
Taylor, Greg 267 * 267
Terletski, Dmitri 509 * 509
Tomatani, Kevin 192 * 192
Touevsky, Krassimir 24 * 24
Valenzuela, Joseph I. 96 * 96
Van Zelm, John 218 * 218
Vance, Michael K. 290 * 290
Wadey, Charles E. 48 * 48
Webster, Jon 340 * 340
Whitehead, Paul 534 * 534
Zachary, James 412 * 412
Zamkoff, Johathan 264 * 264
Zide, Leonardo 48 * 48
All Selling
Stockholders
as a group 545,974 545,974
------------
* Less than 1%.
(1) Percentages are based on 34,362,006 shares of common stock that were issued
and outstanding as of October 31, 2001.
(2) This amount does not include the following, which are more fully described
below: (i) 153,992 shares of Common Stock subject to certain software
program delivery and revenue and certain escrow requirements; and
(ii)15,399 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 153,993 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, 15,399 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.