UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 15, 2008

 

ACTIVISION BLIZZARD, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-15839

 

95-4803544

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

3100 Ocean Park Boulevard
Santa Monica, CA

 

90405

(Address of principal executive
offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 255-2000

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 15, 2008, Activision Blizzard, Inc. (the “Company”) amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1,200,000,000 shares to 2,400,000,000 shares, and the total number of shares that the Company has the authority to issue to 2,405,000,000 shares, of which 5,000,000 shares are designated as preferred stock.

 

The Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 8.01               Other Events.

 

On August 15, 2008, the Company issued a press release announcing the record and payment dates for the previously announced two-for-one stock split of its outstanding shares of common stock to be effected in the form of a common stock dividend to stockholders of record as of August 25, 2008, payable on September 5 2008.  The press release is attached hereto as Exhibit 99.1.

 

Item 9.01                                             Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc.

 

 

 

99.1

 

Press Release dated August 15, 2008

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

Date: August 15, 2008

By:

/s/ George L. Rose

 

Name:

George L. Rose

 

Title:

Chief Legal Officer and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc.

 

 

 

99.1

 

Press Release dated August 15, 2008

 

4


Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ACTIVISION BLIZZARD, INC.

 

ACTIVISION BLIZZARD, INC., (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

 

FIRST:  Article Fourth, Section 4.1(a) of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

 

“The total number of shares of capital stock which the Corporation shall have authority to issue is Two Billion Four Hundred Five Million (2,405,000,000) shares, of which Five Million (5,000,000) shares are designated Preferred Stock, par value $.000001 per share and aggregate par value of Five Dollars ($5) (the “Preferred Stock”), and of which Two Billion Four Hundred Million (2,400,000,000) shares are designated Common Stock, par value $.000001 per share and aggregate par value of Two Thousand Five Hundred Dollars ($2,400) (the “Common Stock”).”

 

SECOND:  The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed on its behalf this 15th day of August, 2008.

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

By:

 

 

Name:

George L. Rose

 

Title:

Chief Legal Officer and Secretary

 


Exhibit 99.1

 

 

 

Contacts:

Kristin Southey

 

 

 

Vice President, Investor Relations & Treasurer

 

 

 

(310) 255-2635

 

 

 

ksouthey@activision.com

 

 

 

 

 

 

 

Maryanne Lataif

 

 

 

Vice President, Corporate Communciations

 

 

 

(310) 255-2704

 

 

 

mlataif@activision.com

 

ACTIVISION BLIZZARD ANNOUNCES RECORD DATE

 

FOR TWO-FOR-ONE STOCK SPLIT

 

Santa Monica, CA – August 15, 2008 – Activision Blizzard, Inc. (Nasdaq: ATVI) announced today that the record date for its previously announced two-for-one stock split will be August 25, 2008.  The stock split will be effected by the issuance of a stock dividend of one additional share of our common stock for each share of our common stock issued and outstanding as of the close of business on August 25, 2008.

 

Upon completion of the split, the number of Activision Blizzard’s common shares outstanding will be approximately 1.3 billion. The additional shares will be mailed or delivered on or about September 5, 2008, by the company’s transfer agent, Continental Stock Transfer & Trust Company.  Trading will begin on a split-adjusted basis on September 8, 2008.

 

Headquartered in Santa Monica, California, Activision Blizzard, Inc. is a worldwide pure-play online, PC and console game publisher with leading market positions across all categories of the rapidly growing interactive entertainment software industry.

 



 

Activision Blizzard Announces Record Date For Stock Split

 

Activision Blizzard maintains operations in the U.S., Canada, the United Kingdom, France, Germany, Ireland, Italy, Sweden, Spain, Norway, Denmark, the Netherlands, Romania, Australia, Chile, India, Japan China, South Korea and the region of Taiwan.  More information about Activision Blizzard and its products can be found on the company’s website, www.activisionblizzard.com.

 

Cautionary Note Regarding Forward-looking Statements:  Information in this press release that involves Activision Blizzard’s expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties.  Activision Blizzard generally uses words such as “outlook”, “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes”, “may”, “expects,” “intends,” “anticipates,” “estimate,” future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” and similar expressions to help identify forward-looking statements.   Factors that could cause Activision Blizzard’s actual future results to differ materially from those expressed in the forward-looking statements set forth in this release include, but are not limited to, sales of Activision Blizzard’s titles, shifts in consumer spending trends, the seasonal and cyclical nature of the interactive game market, Activision Blizzard’s ability to predict consumer preferences among competing hardware platforms (including next-generation hardware), declines in software pricing, product returns and price protection, product delays, retail acceptance of Activision Blizzard’s products, adoption rate and availability of new hardware and related software, industry competition, rapid changes in technology and industry standards, protection of proprietary rights, litigation against Activision Blizzard, maintenance of relationships with key personnel, customers, vendors and third-party developers, domestic and international economic, financial and political conditions and policies, foreign exchange rates, integration of recent acquisitions and the identification of suitable future acquisition opportunities, Activision Blizzard’s success in integrating the operations of Activision Publishing and Vivendi Games in a timely manner, or at all, and the combined company’s ability to realize the anticipated benefits and synergies of the transaction to the extent, or in the timeframe, anticipated.  Other such factors include additional risk factors identified in Activision Blizzard’s most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q.  The forward-looking statements in this release are based upon information available to Activision Blizzard as of the date of this release, and Activision Blizzard assumes no obligation to update any such forward-looking statements.  Forward-looking statements believed to be true when made may ultimately prove to be incorrect.  These statements are not guarantees of the future performance of Activision Blizzard and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations.

 

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