-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VARSt3Cv2XGc9K86cqFl29YniEOrLcTYD2UPDnDniMltrmRSeLQ0HdZ0pw8x0rwL fvrr2pixzutN3sAeDh3rFg== 0000910643-00-000026.txt : 20000218 0000910643-00-000026.hdr.sgml : 20000218 ACCESSION NUMBER: 0000910643-00-000026 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVISION INC /NY CENTRAL INDEX KEY: 0000718877 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942606438 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-94509 FILM NUMBER: 548001 BUSINESS ADDRESS: STREET 1: 3100 OCEAN PARK BLVD STREET 2: STE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3102552000 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD 3RD FL STREET 2: STE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: MEDIAGENIC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC DATE OF NAME CHANGE: 19880829 424B3 1 Filed Pursuant to Rule 424(b)(3) Registration No. 333-94509 PROSPECTUS SUPPLEMENT (To Prospectus dated February 4, 2000) 698,835 Shares ACTIVISION, INC. Common Stock --------------------- The stockholders of Activision, Inc. listed in this prospectus under the section entitled "Selling Stockholders" are offering and selling up to 698,835 shares of Activision's common stock under this prospectus. Certain of the selling stockholders acquired their shares of Activision common stock in connection with Activision's acquisition on September 30, 1999, of JCM Productions, Inc. dba Neversoft Entertainment, a California based console software development company. Such selling stockholders constituted all of the stockholders of Neversoft prior to the acquisition. This prospectus supplement reflects the transfer of shares of Activision common stock from the former Neversoft stockholders to certain other 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 February 14, 2000, the last sale price for the common stock as reported on the NASDAQ National Market System was $14.375 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. For a discussion of certain matters that should be considered by prospective investors, see "Risk Factors" starting on page 2 of this Prospectus. 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 February 17, 2000. SELLING STOCKHOLDERS The following table, which sets forth certain information regarding the beneficial ownership of shares of Activision common stock by the selling stockholders as of February 8, 2000, and the number of shares of common stock being offered by this Prospectus Supplement, has been updated from the table contained in the Prospectus dated February 4, 2000, to include as selling stockholders certain transferees of shares of Activision common stock previously listed as owned by Joel J. Jewett, Michael West and Christopher Ward. Such update reflects the transfer of shares of Activision common stock from the former Neversoft stockholders to certain other selling stockholders. Beneficial Ownership of Common Stock Prior to the Offering -------------------------------- Number of Shares Name and Address of Percentage of of Common Stock Selling Stockholder Number of Shares Class(1) Being Offered - ------------------- ---------------- -------------- ---------------- Joel J. Jewett 159,220 * 159,115 3435 William Drive Newbury Park, CA 91320 Michael West 157,225 * 157,225 532 Pier Avenue, #A Santa Monica, CA 90405 Christopher Ward 157,225 * 157,225 2925 4th Street, #6 Santa Monica, CA 90405 Jason Uyeda 26,730 * 26,730 4326 Yukon Avenue Simi Valley, CA 93063 Kendall Harrison 23,670 * 23,670 22330 Victory Blvd., #203 Woodland Hills, CA 91367 Noel Hines 17,640 * 17,640 6333 Canoga Avenue, #183 Woodland Hills, CA 91367 David Cowling 22,500 * 22,500 2500 Abbot Kinney Blvd., #10 Venice, CA 90291 Jason Keeney 9,090 * 9,090 1505 Barry Avenue, #110 Los Angeles, CA 90025 Mark Scott 6,030 * 6,030 22101 Erwin St., #P209 Woodland Hills, CA 91367 Chad Findley 7,920 * 7,920 1929 N. Argyle Ave., #5 Hollywood, CA 90068 Aaron Cammarata 9,090 * 9,090 500 West 122nd St., Apt. 4D New York, NY 10027 Silvio Porretta 13,320 * 13,320 1224 Tenth Street, #E Santa Monica, CA 90401 Johnny Ow 8,460 * 8,460 3745 Glendon Ave., #111 Los Angeles, CA 90034 Ralph D'Amato 4,230 * 4,230 3171 W. Sierra Drive Westlake Village, CA 91362 Matt Duncan 4,860 * 4,860 14270 Dickens Street, #1 Sherman Oaks, CA 91423 Ryan J. McMahon 5,400 * 5,400 22036 Collins St., Apt. 203 Woodland Hills, CA 91367 Christopher J. Rausch 6,030 * 6,030 1212 Evergreen Avenue Fullerton, CA 92835 Darren M. Thorne 8,460 * 8,460 20023 Archwood Street Winnetka, CA 91306 Christopher Glenn 3,600 * 3,600 6333 Canoga Avenue, #175 Woodland Hills, CA 91367 Mark Burton 13,320 * 13,320 5405 Kester Avenue, #207 Sherman Oaks, CA 91411 Scott Pease 18,380 * 18,180 10368 1/2 Ashton Avenue Los Angeles, CA 90024 Kevin Mulhall 4,230 * 4,230 560 Highview Street Newbury Park, CA 91320 Alan Flores 1,710 * 1,710 567 Washington Blvd. Marina Del Rey, CA 90292 Garvin Jesdanun 6,156 * 1,710 1645 Armacost Avenue Los Angeles, CA 90025 Peter Day 6,030 * 6,030 6 Wells Road Merrow Park, Guildford Surrey GU4 7XQ UK Lisa N. Edmison 1,260 * 1,260 222 Bennett Avenue Long Beach, CA 90803 David R. Stohl 4,467 * 1,800 14454 Glorietta Drive Sherman Oaks, CA 91423 All Selling Stockholders as a group 706,253 * 698,835 ____________ * Less than 1%. (1) Percentages are based on 25,540,813 shares of common stock that were issued and outstanding as of February 10, 2000. The Company entered into an agreement and plan of reorganization (the "Merger Agreement") with Neversoft Entertainment and Joel Jewett, Michael West and Christopher Ward, who were the sole shareholders of Neversoft. The transaction contemplated by the Merger Agreement was consummated on September 30, 1999. In order to ensure that the representations, warranties and covenants made by the former Neversoft stockholders under the Merger Agreement are not breached, and in order to provide a source of indemnification to Activision pursuant to such agreement, each of the former Neversoft stockholders deposited in escrow pursuant to a warranty escrow agreement ten percent (10%) of the total number of shares of Common Stock issued to such stockholder in connection with the transaction, an aggregate of 69,885 shares of Common Stock, to be held until the earlier of (i) September 30, 2000, (ii) the date on which Activision's auditors complete their first fiscal year end audit of financial statements containing combined operations of Activision's and Neversoft's businesses, or (iii) the date set forth in a joint written direction executed by Activision and the former Neversoft stockholders. Prior to the acquisition of Neversoft by Activision, Neversoft was party to various development agreements with Activision. Other than such contracts and the fact that the selling stockholders are employees of Neversoft, which became a wholly owned subsidiary of the Company in September 1999 pursuant to the Merger Agreement, none of the selling stockholders has had a material relationship with the Company within past three years. -----END PRIVACY-ENHANCED MESSAGE-----