Post Effective Amendment No. 2
PROSPECTUS SUPPLEMENT
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(To Prospectus dated February 2, 2001)
9,182,217 Shares
ACTIVISION, INC.
Common Stock
This Prospectus relates to 9,182,217 shares of Common Stock, par value
$.000001 per share, of Activision, Inc. ("Activision" or the "Company") being
offered hereby for the account of certain of the Company's executive officers
and directors (each a "Selling Stockholder" and collectively the "Selling
Stockholders"). See "Selling Stockholders." Of the shares of Common Stock
offered hereby, (i) 5,844,471 shares will be issued by the Company to the
Selling Stockholders upon the exercise by such Selling Stockholders of options
to purchase Common Stock issued to them pursuant to the Company's 1991 Stock
Option and Stock Award Plan, the Company's 1998 Incentive Plan, and/or the
Company's 1999 Incentive Plan (the 1999 Incentive Plan, 1991 Stock Option and
Stock Award Plan and 1998 Incentive Plan, collectively, the "Stock Plans "),
(ii) 3,235,678 shares will be issued by the Company to Selling Stockholders who
are executive officers of the Company upon the exercise by such Selling
Stockholders of options to purchase Common Stock issued to them outside of any
plan, (iii) 62,068 shares will be issued by the Company to Selling Stockholders
who are non-employee directors of the Company upon the exercise by such Selling
Stockholders of warrants to purchase Common Stock issued to them pursuant to the
Company's 1991 Director Warrant Plan and (iv) 40,000 shares will be issued by
the Company to Selling Stockholders who are non-employee directors of the
Company upon the exercise by such Selling Stockholders of warrants to purchase
Common Stock issued to them outside of any plan.
The Company is a diversified international publisher and developer of
interactive entertainment software. The Company is best known for its action,
adventure and action/simulation products. The Company's products are designed
for a range of platforms including personal computer systems and console
systems. See "The Company."
The Common Stock is traded in the NASDAQ National Market System under the
symbol "ATVI." On January 31, 2001, the last sale price for the Common Stock as
reported on the NASDAQ National Market System was $18.125 per share.
No underwriting is being utilized in connection with this registration of
Common Stock and, accordingly, the shares of Common Stock are being offered
without underwriting discounts. The expenses of this registration will be paid
by the Company. Normal brokerage commissions, discounts and fees will be payable
by the Selling Stockholders.
For a discussion of certain matters which should be considered by
prospective investors, see "Risk Factors" commencing on page 2.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus Supplement is February 5, 2001.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock by the Selling Stockholders as of February 5, 2001,
and the number of shares of Common Stock being offered by this Prospectus.
Beneficial Ownership of Common Stock Number of Shares
Name and Address of Prior to the Offering (2) of Common Stock
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Selling Stockholder(1) Number of Shares Percentage of Class Being Offered
---------------------- ---------------- ------------------- ----------------
Ronald Doornink 784,560(3) 1.7% 774,560
Lawrence Goldberg 320,359(3) * 318,682
Brian G. Kelly 3,722,957(3)(5) 12.3% 3,498,485
Robert A. Kotick 4,503,577(3)(5) 15.3% 3,566,285
Harold Brown 105,000(3)(4) * 105,000
Barbara S. Isgur 117,067(3)(4) * 117,067
Steven T. Mayer 121,667(3)(4) * 121,667
Robert Morgado 105,000(3)(4) * 105,000
Michael Rowe 97,971(3) * 97,971
Daniel Hammett 152,000(3) * 72,500
William Chardavoyne 100,000(3) * 100,000
Kathy Vrabeck 189,500(3) * 187,500
Richard Andrew Steele 278,274 * 117,500
All Selling Stockholders
as a group 10,870,932 32.1% 9,182,217
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* Percent of class less than 1%.
(1) The address for each Selling Stockholder is c/o Activision, Inc., 3100
Ocean Park Boulevard, Santa Monica, California 90405.
(2) Percent of class was computed based on 25,910,236 shares of Common Stock
outstanding as of January 30, 2001 and, in each such person's case, the
number of shares of Common Stock issuable upon the exercise of the warrants
or options exercisable within 60 days held by such individual or, in the
case of all Selling Stockholders as a group, the number of shares of Common
Stock issuable upon the exercise of the warrants or options exercisable
within 60 days held by all such individuals, but does not include the
number of shares of Common Stock issuable upon the exercise of any other
outstanding warrants or options.
(3) Includes (i) 426,644, 160,106, 1,338,976, 1,406,776, 25,667, 23,000,
23,000, 25,667, 36,513, 9,375, 34,375 and 49,375 shares issuable to Messrs.
Doornick, Goldberg, Kelly, Kotick, Brown, Ms. Isgur, Mayer, Morgado, Rowe,
Hammett, Ms. Vrabeck and Steele, respectively, upon exercise of options
exercisable within 60 days held by each such individual pursuant to the
Stock Plans, (ii) 347,916, 158,666, 62,666, 62,000, 62,000, 62,666, 61,458,
63,125, 100,000, 153,125 and 68,125 shares issuable to Messrs. Doornink,
Goldberg, Brown, Ms. Isgur, Mayer, Morgado,
-2-
Rowe, Hammett, Chardavoyne, Ms. Vrabeck and Steele, respectively, upon
exercise of options exercisable greater than 60 days held by each such
individual pursuant to the Stock Plans, and (iii) with respect to each of
Messrs. Kotick and Kelly, 37,481 shares owned directly by Delmonte
Investments, L.L.C., of which each such individual is a member. The amount
does not include (i) with respect to Messrs. Kelly and Kotick, 7,032 and
49,500 shares of stock transferred by them, respectively, to irrevocable
trusts for the benefit of their minor children, and (ii) with respect to
Mr. Kotick, 110,689 options transferred by him to an irrevocable trust for
the benefit of his minor children.
(4) Includes (i) 16,667 shares issuable to each of Messrs. Brown, Mayer, and
Morgado, and 12,067 shares issuable to Ms. Isgur upon exercise of warrants
held by such individuals pursuant to the 1991 Director Warrant Plan, all of
which are currently exercisable, and (ii) 20,000 shares issuable to each of
Ms. Isgur and Mr. Mayer upon exercise of non-plan warrants held by such
individual outside of any plan, all of which are currently exercisable.
(5) Includes 2,159,509 shares issuable to each of Messrs. Kelly and Kotick,
upon exercise of non-plan options held by such individual outside of any
plan, 1,617,839 of which are exercisable within 60 days.