424B3 1 nov-424b3.txt \ACTIVIS\NOVEMBER 424B3\ 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.