424B3 1 spider424b3.txt ACTIVISION\JULY PROS SUP SPIDER 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 the release of certain shares of Activision common stock which had been subject to certain software program delivery and revenue requirements. 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 on the Nasdaq National Market under the symbol "ATVI." The last reported sale price for the common stock on July 5, 2002 was $27.23 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 July 9, 2002. SELLING STOCKHOLDERS The following table reflects (i) the beneficial ownership by the Selling Stockholders of an additional 101,635 shares of Activision Common Stock which had been subject to certain software program delivery and revenue requirements and (ii) the addition of a donee of 6,750 shares of Activision Common Stock as a Selling Stockholder. This table supplements and must be read in conjunction with the table set forth in the Prospectus Supplement dated November 20, 2001, to the Prospectus dated October 26, 2001. Number of Additional Shares Name of Selling Stockholder of Common Stock --------------------------- ----------------- Aeria, Zach 43 Agraviador, Arnold 928 Akaike, Akihiro 696 Akemann, Peter 14,023 Akopyan, Loudvik 130 Altman, Matt 109 Anderson, Jennifer 43 Andrunas, John 217 Argoud, Doris 279 Baird, Shawn 570 Bare, Jason 2,436 Bendis, Scott 217 Bortoluzzi, Alex 1,829 Bower, Thad 398 Brainerd, Wade 1,412 Burgess, Joel 696 Busic, L. Christian 946 Busse, Christopher 1,445 Bustamante, Sergio 690 Byelay, Dymtro 522 Capistrano, Shawn 3,275 Carlson, Marc 87 Caruso, Mike 130 Chao, James 2,720 Chen, Peter 217 Chien, Tsung-Kuei 696 Cook, David 262 Davis, Wendy 130 DeHart, John 43 -2- Number of Additional Shares Name of Selling Stockholder of Common Stock --------------------------- ----------------- Dharwadkar, Amrit 87 Donlon, Martin 696 Doran, Nicholas 511 Doss, Ian 130 DuBois, Daniel 65 Dumlao, Darwin 217 Dzhavadov, Viacheslav 130 Eastepp, Travis 391 Edelstein, Paul 435 Erdman, Christopher C. 737 Fedasz, Stephen 130 Fiederer, Joerg 217 First Lutheran Church of Venice 6,750 Ford, Tim 130 Fristrom, James 2,138 Giampa, Kristopher 130 Gilman, Sukru 524 Gluck, Florent 522 Goldman, Daniel 217 Grace, Bradley 304 Hayes, Jeff 478 Hosfeld, Ian-Peter 696 Hughes, Patrick 146 Ikeda, Lisa 217 Ishihara, Glenn 53 John, Gregory 1,194 Johnson, Sean 130 Juneau, Jason 174 Krug, Barbara 262 Kwok, Tony 217 Lakshmanan, Srini 610 Lauf, Jonathan 1,000 Lee, Winnie 130 Likeness, Don 14,403 Long, Susan 87 Lydon, John 130 Mailhot, Michel 435 -3- Number of Additional Shares Name of Selling Stockholder of Common Stock --------------------------- ----------------- McMahan, Michael 870 McAlpine, Terri 87 McKesson, Jason 217 Michon, Nick 33 Montague, Mike 217 Moriwaki, Yoshitomo G. 1,887 Morrisroe, Brian 696 Nau, Mark 1,134 Olson, Evan 262 Palmer, Sean 337 Parker, Jeremy 696 Parkinson, Bobby 435 Pasko, Kevin 326 Pavone, Eric 696 Petty, Cameron 174 Probst, Timothy 304 Rakunas, Adam 130 Rappaport, Douglas 522 Rhoades, Matthew 783 Rusch, Matthew 217 Sahuc, Pascal 551 Samonte, Rey 261 Sanchez, Roberto 1,131 Santa Ana, Jake 1,305 Santat, Daniel 174 Santoso, Petrus 261 Sereda, Eduard 348 Smilovitch, Timothy 1,000 Soares, Christopher 1,485 Stanev, Dimiter (Malkia) 304 Steinmann, Eric 13,235 Stone, Erik 174 Swihart, Andrew 130 Tarvin, Derek 130 Taylor, Greg 870 Tolman, Tiffany 115 Tolman, Charles 1,352 Tomatani, Kevin 217 Touevsky, Krassimir 522 -4- Number of Additional Shares Name of Selling Stockholder of Common Stock --------------------------- ----------------- van Zelm, John 217 Vance, Michael 1,305 Vezina, Jean-Francois (Jeff) 33 Villasenor, Rose 446 Wadey, Charles 348 Whitehead, Paul 174 Zachary, James 1,131 Zamkoff, Jonathan 1,131 All Selling Stockholders as a Group 108,385 Activision 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. The Escrow Shares are also 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 addition, 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, an aggregate of 23,098 shares of Common Stock (the "Additional Shares"). This prospectus supplement reflects the release from escrow of 92,395 Escrow Shares and the issuance of 9,240 Additional Shares, as a result of the fulfillment of some of the conditions described above. 138,593 Escrow Shares remain in escrow, and 13,858 Additional Shares remain to be issued, pending fulfillment of the conditions described above. We will issue a prospectus supplement to reflect any increase in the number of Escrow Shares and Additional Shares offered for sale. 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 Activision within the past three years. -5-