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As filed with the Securities and Exchange Commission on July 16, 1997
Registration No. 333-06130
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACTIVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2606438
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
3100 Ocean Park Boulevard
Santa Monica, California 90405
(Address of principal executive offices) (Zip Code)
Activision, Inc. 1991 Stock Option and Stock Award Plan
(Full title of the Plan)
----------------
Robert A. Kotick
Chairman of the Board
ACTIVISION, INC.
3100 Ocean Park Boulevard
Santa Monica, California 90405
(310) 255-2000
(Name, address and telephone number, including area code, of agent for
service)
----------------
Copies to:
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Attn: Kenneth L. Henderson, Esq.
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 contains the form of reoffer
prospectus to be used by certain officers of the Registrant with respect to
the control securities acquired, or that will be acquired, by them pursuant
to the Registrant's employee benefit plan.
2,518,492 Shares
ACTIVISION, INC.
Common Stock
This Prospectus relates to 2,518,492 shares of Common Stock (the
"Common Stock"), par value $.000001 per share, of Activision, Inc. (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) 2,445,158 shares will be
issued by the Company to the Selling Stockholders who are executive officers
of the Company upon the exercise by such Selling Stockholders of options (the
"Options") to purchase Common Stock issued to them pursuant to the Company's
1991 Stock Option and Stock Award Plan (the "Stock Plan"), (ii) 33,334 shares
will be issued by the Company to the Selling Stockholders who are non-
employee directors of the Company upon the exercise by such Selling
Stockholders of warrants (the "Warrants") to purchase Common Stock issued to
them pursuant to the Company's 1991 Director Warrant Plan (the "Warrant
Plan") and (iii) 40,000 shares will be issued by the Company to the Selling
Stockholders who are non-employee directors of the Company upon the exercise
by such Selling Stockholders of warrants (the "Non-plan 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 July 14, 1997, the last sale price for the
Common Stock as reported on the NASDAQ National Market System was $12.00 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 is July 16, 1997.
RISK FACTORS
Before purchasing any of the shares of Common Stock offered hereby,
prospective investors should carefully consider the following factors in
addition to the other information in this Prospectus.
Fluctuations in Quarterly Results; Future Operating Results Uncertain;
Seasonality
The Company's quarterly operating results have in the past varied
significantly and will likely in the future vary significantly depending on
numerous factors, several of which are not under the Company's control. Such
factors include, but are not limited to, demand for the Company's products
and those of its competitors, the size and rate of growth of the interactive
entertainment software market, development and promotional expenses relating
to the introduction of new products, changes in computing platforms, product
returns, the timing of orders from major customers, delays in shipment, the
level of price competition, the timing of product introduction by the Company
and its competitors, product life cycles, software defects and other product
quality problems, the level of the Company's international revenues, and
personnel changes. Products are generally shipped as orders are received,
and consequently, the Company operates with little or no backlog. Net
revenues in any quarter are, therefore, substantially dependent on orders
booked and shipped in that quarter.
The Company's expenses are based in part on the Company's product
development and marketing budgets. Product development and marketing costs
generally are expensed as incurred, which is often long before a product ever
is released. In addition, a large portion of the Company's expenses are
fixed. As the Company increases its development and marketing activities,
current expenses will increase and, if sales from previously released
products are below expectations, net income is likely to be
disproportionately affected.
Due to all of the foregoing, revenues and operating results for any
future quarter are not predictable with any significant degree of accuracy.
Accordingly, the Company believes that period-to-period comparisons of its
operating results are not necessarily meaningful and should not be relied
upon as indications of future performance.
The Company's business has experienced and is expected to continue to
experience significant seasonality, in part due to consumer buying patterns.
Net revenues typically are significantly higher during the fourth calendar
quarter, due primarily to the increased demand for consumer software during
the year-end holiday buying season. Net revenues in other quarters are
generally lower and vary significantly as a result of new product
introductions and other factors. For example, the Company's net revenues in
its last five quarters were $21.6 million for the quarter ended March 31,
1996, $7.0 million for the quarter ended June 30, 1996, $19.2 million for the
quarter ended September 30, 1996, $31.4 million for the quarter ended
December 31, 1996 and $28.9 million for the quarter ended March 31, 1997.
The Company expects its net revenues and operating results to continue to
reflect significant seasonality.
Dependence On New Product Development; Product Delays
The Company's future success depends on the timely introduction of
successful new products to replace declining revenues from older products.
If, for any reason, revenues from new products were to fail to replace
declining revenues from older products, the Company's business, operating
results and financial condition would be materially and adversely affected.
In addition, the Company believes that the competitive factors in the
interactive entertainment software marketplace create the need for higher
quality, distinctive products that incorporate increasingly sophisticated
effects and the need to support product releases with increased marketing,
resulting in higher development, acquisition and marketing costs. The lack
of market acceptance or significant delay in the introduction of, or the
presence of a defect in, one or more products could have a material adverse
effect on the Company's business, operating results and financial condition,
particularly in view of the seasonality of the Company's business. Further,
because a large portion of a product's revenue generally is associated with
initial shipments, the delay of a product introduction expected near the end
of a fiscal quarter may have a material adverse effect on operating results
for that quarter.
The Company has, in the past, experienced significant delays in the
introduction of certain new products. The timing and success of interactive
entertainment products remain unpredictable due to the complexity of product
development, including the uncertainty associated with technological
developments. Although the Company has implemented substantial development
controls, there likely will be delays in developing and introducing new
products in the future. There can be no assurance that new products will be
introduced on schedule, or at all, or that they will achieve market
acceptance or generate significant revenues.
From time to time, the Company utilizes independent contractors for
certain aspects of product development and production. The Company also has
increased its acquisition of products developed entirely by independent third
party developers. The Company has less control over the scheduling and the
quality of work by independent contractors and third party developers than
that of its own employees. A delay in the work performed by independent
contractors and third party developers or a lack of quality in such work may
result in product delays. Although the Company intends to continue to rely
in part on internal product development, the Company's business and future
operating results also will depend, in part, on the Company's continued
ability to maintain relationships with skilled independent contractors and
third party developers. There can be no assurance that the Company will be
able to maintain such relationships.
Uncertainty of Market Acceptance; Short Product Life Cycles
The market for entertainment systems and software has been characterized
by shifts in consumer preferences and short product life cycles. Consumer
preferences for entertainment software products are difficult to predict and
few entertainment software products achieve sustained market acceptance.
There can be no assurance that new products introduced by the Company will
achieve any significant degree of market acceptance, that such acceptance
will be sustained for any significant period, or that product life cycles
will be sufficient to permit the Company to recoup development, marketing and
other associated costs. In addition, if market acceptance is not achieved,
the Company could be forced to accept substantial product returns to maintain
its relationships with retailers and its access to distribution channels.
Failure of new products to achieve or sustain market acceptance or product
returns in excess of the Company's expectations would have a material adverse
effect on the Company's business, operating results and financial condition.
Product Concentration; Dependence On Hit Products
A key aspect of the Company's strategy is to focus its development and
acquisition efforts on selected, high quality entertainment software
products. The Company derives a significant portion of its revenues from a
select number of high quality entertainment software products released each
year, and many of these products have substantial production or acquisition
costs and marketing budgets. Due to this dependence on a limited number of
products, the Company may be adversely effected if one or more principal
entertainment software products fail to achieve anticipated results. During
fiscal 1996 and 1997, one title accounted for approximately 49% and 23%,
respectively, of the Company's consolidated net revenues. In addition,
during fiscal 1997, one other title accounted for approximately 16% of the
Company's consolidated net revenues.
The Company's strategy also includes as a key component developing and
releasing products that have franchise value, such that sequels, enhancements
and add-on products can be released over time, thereby extending the life of
the property in the market. While the focus on franchise properties, if
successful, results in extending product life cycles, it also results in the
Company depending on a limited number of titles for its revenues. There can
be no assurance that the Company's existing franchise titles can continue to
be exploited as successfully as in the past. In addition, new products that
the Company believes will have potential value as franchise properties may
not achieve market acceptance and therefore may not be a basis for future
releases.
Industry Competition; Competition For Shelf Space
The interactive entertainment software industry is intensely
competitive. Competition in the industry is principally based on product
quality and features, the compatibility of products with popular platforms,
company or product line brand name recognition, access to distribution
channels, marketing effectiveness, reliability and ease of use, price and
technical support. Significant financial resources also have become a
competitive factor in the entertainment software industry, principally due to
the substantial cost of product development and marketing that is required to
support best-selling titles. In addition, competitors with broad product
lines and popular titles typically have greater leverage with distributors
and other customers who may be willing to promote titles with less consumer
appeal in return for access to such competitor's most popular titles.
The Company's competitors range from small companies with limited
resources to large companies with substantially greater financial, technical
and marketing resources than those of the Company. The Company's competitors
currently include Electronic Arts, Inc., Lucas Arts Entertainment Company,
Microsoft Corporation ("Microsoft"), Sega Enterprises, Ltd., Nintendo
Company, Ltd., Sony Electronic Publishing, Ltd., Sierra On-Line, Inc., Good
Times Interactive, Inc. and Spectrum HoloByte, Inc., among many others.
As competition increases, significant price competition, increased
production costs and reduced profit margins may result. Prolonged price
competition or reduced demand would have a material adverse effect on the
Company's business, operating results and financial condition. There can be
no assurance that the Company will be able to compete successfully against
current or future competitors or that competitive pressures faced by the
Company will not have a material adverse effect on its business, operating
results and financial condition.
Retailers typically have a limited amount of shelf space, and there is
intense competition among entertainment software producers for adequate
levels of shelf space and promotional support from retailers. As the number
of entertainment software products increase, the competition for shelf space
has intensified, resulting in greater leverage for retailers and distributors
in negotiating terms of sale, including price discounts and product return
policies. The Company's products constitute a relatively small percentage of
a retailer's sale volume, and there can be no assurance that retailers will
continue to purchase the Company's products or promote the Company's products
with adequate levels of shelf space and promotional support.
Changes in Technology and Industry Standards
The consumer software industry is undergoing rapid changes, including
evolving industry standards, frequent new platform introductions and changes
in consumer requirements and preferences. The introduction of new
technologies, including operating systems such as Microsoft's Windows 95,
technologies that support multi-player games, and new media formats such as
on-line delivery and digital video disks ("DVD"), could render the Company's
previously released products obsolete or unmarketable. The development cycle
for products utilizing new operating systems, microprocessors or formats may
be significantly longer than the Company's current development cycle for
products on existing operating systems, microprocessors and formats and may
require the Company to invest resources in products that may not become
profitable. There can be no assurance that the mix of the Company's future
product offerings will keep pace with technological changes or satisfy
evolving consumer preferences, or that the Company will be successful in
developing and marketing products for any future operating system or format.
Failure to develop and introduce new products and product enhancements in a
timely fashion could result in significant product returns and inventory
obsolescence and could have a material adverse effect on the Company's
business, operating results and financial condition.
Limited Protection of Intellectual Property and Proprietary Rights; Risk of
Litigation
The Company holds copyrights on its products, manuals, advertising and
other materials and maintains trademark rights in the Company name, the
Activision logo, and the names of products owned by the Company. The Company
regards its software as proprietary and relies primarily on a combination of
trademark, copyright and trade secret laws, employee and third-party
nondisclosure agreements and other methods to protect its proprietary rights.
Unauthorized copying is common within the software industry, and if a
significant amount of unauthorized copying of the Company's products were to
occur, the Company's business, operating results and financial condition
could be adversely effected. There can be no assurance that third parties
will not assert infringement claims against the Company in the future with
respect to current or future products. As is common in the industry, from
time to time the Company receives notices from third parties claiming
infringement of intellectual property rights of such parties. The Company
investigates these claims and responds as it deems appropriate. Any claims
or litigation, with or without merit, could be costly and could result in a
diversion of management's attention, which could have a material adverse
effect on the Company's business, operating results and financial condition.
Adverse determinations in such claims or litigation could also have a
material adverse effect on the Company's business, operating results and
financial condition.
Policing unauthorized use of the Company's products is difficult, and
while the Company is unable to determine the extent to which piracy of its
software products exists, software piracy can be expected to be a persistent
problem. In selling its products, the Company relies primarily on "shrink
wrap" licenses that are not signed by licensees and, therefore, may be
unenforceable under the laws of certain jurisdictions. Further, the Company
enters into transactions in countries where intellectual property laws are
not well developed or are poorly enforced. Legal protections of the
Company's rights may be ineffective in such countries.
Dependence on Key Personnel
The Company's success depends to a significant extent on the performance
and continued service of its senior management and certain key employees.
Competition for highly skilled employees with technical, management,
marketing, sales, product development and other specialized training is
intense, and there can be no assurance that the Company will be successful in
attracting and retaining such personnel. Specifically, the Company may
experience increased costs in order to attract and retain skilled employees.
Although the Company generally enters into term employment agreements with
its skilled employees and other key personnel, there can be no assurance that
such employees will not leave the Company or compete against the Company.
The Company's failure to attract or retain qualified employees could have a
material adverse effect on the Company's business, operating results and
financial condition.
Dependence on Distributors; Risk of Customer Business Failure; Product
Returns
Certain mass market retailers have established exclusive buying
relationships under which such retailers will buy consumer software only from
one intermediary. In such instances, the price or other terms on which the
Company sells to such retailers may be adversely effected by the terms
imposed by such intermediary, or the Company may be unable to sell to such
retailers on terms which the Company deems acceptable. The loss of, or
significant reduction in sales attributable to, any of the Company's
principal distributors or retailers could materially adversely effect the
Company's business, operating results and financial condition. Distributors
and retailers in the computer industry have from time to time experienced
significant fluctuations in their businesses and there have been a number of
business failures among these entities. The insolvency or business failure
of any significant distributor or retailer of the Company's products could
have a material adverse effect on the Company's business, operating results
and financial condition. Sales are typically made on credit, with terms that
vary depending upon the customer and the nature of the product. The Company
does not hold collateral to secure payment. Although the Company has
obtained insolvency risk insurance to protect against any bankruptcy filings
that may be made by its customers, such insurance contains a significant
deductible as well as a co-payment obligation, and the policy does not cover
all instances of non-payment. In addition, the Company maintains a reserve
for uncollectible receivables that it believes to be adequate, but the actual
reserve which is maintained may not be sufficient in every circumstance. As
a result of the foregoing, a payment default by a significant customer could
have a material adverse effect on the Company's business, operating results
and financial condition.
The Company also is exposed to the risk of product returns from
distributors and retailers. Although the Company provides reserves for
returns that it believes are adequate, and although the Company's agreements
with certain of its customers place certain limits on product returns, the
Company could be forced to accept substantial product returns to maintain its
relationships with retailers and its access to distribution channels.
Product returns that exceed the Company's reserves could have a material
adverse effect on the Company's business, operating results and financial
condition.
Risks Associated With International Operations
International sales and licensing accounted for 28%, 23% and 26% of the
Company's total revenues in the fiscal years 1995, 1996 and 1997,
respectively. The Company intends to continue to expand its direct and
indirect sales and marketing activities worldwide. Such expansion will
require significant management time and attention and financial resources in
order to develop adequate international sales and support channels. There
can be no assurance, however, that the Company will be able to maintain or
increase international market demand for its products. International sales
are subject to inherent risks, including the impact of possible recessionary
environments in economies outside the United States, the costs of
transferring and localizing products for foreign markets, longer receivable
collection periods and greater difficulty in accounts receivable collection,
unexpected changes in regulatory requirements, difficulties and costs of
staffing and managing foreign operations, and political and economic
instability. There can be no assurance that the Company will be able to
sustain or increase international revenues or that the foregoing factors will
not have a material adverse effect on the Company's future international
revenues and, consequently, on the Company's business, operating results and
financial condition. The Company currently does not engage in currency
hedging activities. Although exposure to currency fluctuations to date has
been insignificant, there can be no assurance that fluctuations in currency
exchange rates in the future will not have a material adverse impact on
revenues from international sales and licensing and thus the Company's
business, operating results and financial condition.
Risk of Software Defects
Software products such as those offered by the Company frequently
contain errors or defects. Despite extensive product testing, in the past
the Company has released products with defects and has discovered software
errors in certain of its product offerings after their introduction. In
particular, the personal computer hardware environment is characterized by a
wide variety of non-standard peripherals (such as sound cards and graphics
cards) and configurations that make pre-release testing for programming or
compatibility errors very difficult and time-consuming. There can be no
assurance that, despite testing by the Company, errors will not be found in
new products or releases after commencement of commercial shipments,
resulting in a loss of or delay in market acceptance, which could have a
material adverse effect on the Company's business, operating results and
financial condition.
THE COMPANY
The Company's objective is to be a worldwide leader in the development
and delivery of exceptional and innovative interactive entertainment software
designed for a range of platforms, appealing to existing and new audiences
for entertainment software products, and incorporating sophisticated
graphics, sound and video, and compelling story lines and game experiences.
The Company's strategy includes the following elements:
Publish best-selling titles. The Company believes that competitive
factors in the interactive entertainment software marketplace create the need
for very high quality, distinctive products that provide superior gaming
experiences. Accordingly, the Company intends to focus its publishing
efforts on a select number of major new titles each year. Several of these
titles will be based on existing franchises, while others will be based on
new concepts. The Company intends to support the development, production,
acquisition and marketing of these titles with the resources necessary to
create best-selling products. In order to reduce the financial risks
associated with the higher budgets required for this strategy, the Company
may form time to time pre-sell various rights, including ancillary rights and
rights with respect to hardware platforms which the Company does not intend
to support itself, in selected geographical territories.
Leverage and enhance franchise properties. The Company seeks to develop
and acquire distribution rights to product franchises that have sustainable
consumer appeal and brand recognition. Through its long history in personal
computer and video gaming, the Company has accumulated an extensive backlist
of titles, some of which were best-sellers when originally released. The
Company has converted certain of these popular titles into franchise product
lines, including its Zork, Shanghai and Pitfall series. For example, the
Company has released six additional versions of Zork since the introduction
in 1982 of the original Zork title, including Return to Zork, which has
shipped over one million copies since its introduction in 1993, and the
recently released Zork Nemesis. The Company intends to create additional
franchises from its library and from new, original concepts.
Enforce disciplined product development and production processes. The
Company has implemented product development and production processes that are
designed to limit cost and schedule overruns within an environment that
fosters creativity. Such processes often enable the Company to identify and
address the majority of the technical and creative risks before the Company
commences production of the title. The Company has also implemented a series
of defined, measurable milestones throughout development and production in
order to help increase its ability to maintain control over these processes.
The Company develops and produces products using a studio model, in which a
core group of creative, production, technical, marketing and financial
professionals at the Company have overall responsibility for the entire
development and production processes and for the supervision and coordination
of internal and external resources. The Company believes that this studio
model allows the Company to supplement internal expertise with top quality
external resources on an as needed basis.
Acquire publishing rights to additional products created by established
outside developers. In order to continue to grow its business and leverage
its existing marketing and sales infrastructures, the Company has
significantly increased its acquisition of publishing and distribution rights
to entertainment software products that are developed and produced by
independent third party developers. The Company's strategy is to develop
relationships with a limited number of third party developers that have
proven track records within the industry and that produce products in game
genres in which the Company's studio may not have comparable expertise. For
example, the Company has entered into a series of agreements with id, a
premier developer of first-person perspective shooting games, pursuant to
which the Company has been granted the right to publish id's products
entitled Quake Mission Pack No. 1: Scourge of Armagon, Quake Mission Pack No.
2: Dissolution of Eternity, Hexen II and Quake II.
Focus on CD based systems. The Company seeks to capitalize on the
popularity of platforms as they are adopted by consumers. The Company's
current primary focus is on CD-based products to be used with multimedia
personal computers ("MPCs") and/or Sony PlayStation consoles. During the
fiscal year ended March 31, 1997, approximately 80% of the Company's revenues
were from CD-based products to be used with MPCs and approximately 20% of the
Company's revenues were from Sony PlayStation products.
Develop and utilize proprietary technologies. The Company has developed
proprietary development tools which enable its producers, directors, artists
and programmers to achieve visual and creative effects that differentiate the
Company's products. For example, the Company's MechWarrior 2 and MechWarrior
2: Mercenaries products utilized specialized real-time 3-D texture mapping
and sophisticated artificial intelligence. Zork Nemesis utilized technology
allowing for 360 degree movement within an environment. All of these tools
were developed by the Company's technology teams. The Company intends to
continue to develop and utilize proprietary technologies to create products
that provide innovative interactive experiences.
Expand distribution channels. The Company's strategy is to continue to
expand its independent, direct distribution of its products. Through its
internal sales force, the Company sells its software products directly to
major computer and software retailing organizations, consumer electronic
stores, discount warehouses and mail order companies in North America. For
the fiscal year ended March 31, 1997, 75% of the Company's North America
publishing revenues were direct to these retail organizations. The Company
believes that a direct relationship with retail accounts results in more
effective inventory management, merchandising and communications than would
be possible through indirect relationships. The Company seeks to continue to
increase the number of retail outlets reached directly through its sales
force and also is enhancing its current distribution relationships by
expanding real-time ordering and invoicing links to its major distribution
partners. In addition, the Company intends to pursue further direct
international sales and distribution activities.
The Company was incorporated in California in 1979 and was a pioneer in
the interactive entertainment software business. The Company achieved
initial success in the 1980s by developing and publishing video game products
for the Atari Corporation systems, one of the first consumer video game
systems introduced in the United States. The Company was restructured in
1991 under new management. In 1992, the Company reincorporated in Delaware.
The Company's principal executive offices are located at 3100 Ocean Park
Blvd., Santa Monica, California 90405, and its telephone number is (310) 255-
2000. The Company also maintains offices in London, Tokyo and Sydney. The
Company's World Wide Web home page is located at http://www.activision.com.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock being offered hereby for the account of the Selling
Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Common Stock by the Selling Stockholders as of July
10, 1997, and the number of shares of Common Stock being offered by this
Prospectus.
Beneficial Ownership of Common Stock
Name and Prior to the Offering(2) Number of
Address of ------------------------------------ Shares of
Selling Percentage Common Stock
Stockholder(1) Number of Shares of Class Being Offered
- - ----------------- ------------------ -------------- -------------
John T. Baker 93,436(3) * 91,209
Lawrence Goldberg 107,138(3) * 106,344
Brian G. Kelly 1,086,592(3) 5.7% 771,021
Robert A. Kotick 1,889,698(3) 11.0% 838,821
Howard E. Marks 1,656,820(3) 11.0% 561,368
Barry J. Plaga 133,171(3) * 76,395
Barbara S. Isgur 51,321(4) * 36,667
Steven T. Mayer 65,095(4) * 36,667
All Selling
Stockholders
as a group 5,083,271 27.4% 2,518,492
________________________
* 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 14,312,311 shares of Common Stock
outstanding as of July 16, 1997 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) 54,786, 74,356, 582,155, 496,795, 536,795 and 48,228 shares
issuable to Messrs. Baker, Goldberg, Kotick, Marks, Kelly and Plaga,
respectively, upon exercise of options exercisable within 60 days held
by each such individual pursuant to the Stock Plan, (ii) 36,423, 31,988,
256,666, 31,240, 234,226, and 17,000 shares issuable to Messrs. Baker,
Goldberg, Kotick, Marks, Kelly and Plaga, respectively, upon exercise of
options exercisable greater than 60 days held by each such individual
pursuant to the Stock Plan, (iii) 110,414, 128,224 and 246,800 shares
issuable to Messrs. Kotick, Marks and Kelly, respectively, upon exercise
of currently exercisable options issued to such individuals as part of
the January 1995 merger with International Consumer Technologies
Corporation ("ICT") in exchange for options to purchase shares of ICT
stock previously held by them, and (iv) 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 controlling person.
(4) Includes (i) 16,667 shares issuable to each of Ms. Isgur and Mr. Mayer
upon exercise of Warrants held by such individual pursuant to the
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, 12,000 of
which are currently exercisable.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 55,000,000
shares of capital stock, $.000001 par value, consisting of 50,000,000 shares
of Common Stock and 5,000,000 shares of preferred stock. As of July 16,
1997, 14,312,311 shares of Common Stock were outstanding. The Common Stock
is listed in the NASDAQ National Market System under the symbol "ATVI."
Each outstanding share of Common Stock entitles the holder to one vote
on all matters submitted to a vote of stockholders, including the election of
directors. There is no cumulative voting in the election of directors, which
means that the holders of a majority of the outstanding shares of Common
Stock can elect all of the directors then standing for election. Subject to
preferences which may be applicable to any outstanding shares of preferred
stock, holders of Common Stock are entitled to such distributions as may be
declared from time to time by directors of the Company out of funds legally
available therefor. The Company has not paid, and has no current plans to
pay, dividends on its Common Stock. The Company intends to retain all
earnings for use in its business.
Holders of Common Stock have no conversion, redemption or preemptive
rights to subscribe to any securities of the Company. All outstanding shares
of Common Stock are fully paid and nonassessable. In the event of any
liquidation, dissolution or winding-up of the affairs of the Company, holders
of Common Stock will be entitled to share ratably in the assets of the
Company remaining after provision for payment of liabilities to creditors and
preferences applicable to outstanding shares of preferred stock.
The rights, preferences and privileges of holders of Common Stock are
subject to the rights of the holders of any outstanding shares of preferred
stock. At present, no shares of preferred stock are outstanding. As of
March 31, 1997, the Company had approximately 5,000 stockholders of record,
excluding banks, brokers and depository companies that are stockholders of
record for the account of beneficial owners.
The transfer agent for the Common Stock of the Company is Continental
Stock Transfer & Trust Company, 2 Broadway, New York, New York 10004.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The shares may be sold by one or more of the following,
without limitation: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell
a portion of the block as principal to facilitate the transaction, (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer or for its account pursuant to the Prospectus, as supplemented, (c) an
exchange distribution in accordance with the rules of such exchange, and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus, as supplemented. From time to time the Selling
Stockholders may engage in short sales, short sales against the box, puts and
calls and other transactions in securities of the Company or derivatives
thereof, and may sell and deliver the shares in connection therewith.
From time to time Selling Stockholders may pledge their shares pursuant
to the margin provisions of their respective customer agreements with their
respective brokers. Upon a default by a Selling Stockholder, the broker may
offer and sell the pledged shares of Common Stock from time to time as
described under the heading "Plan of Distribution" in this Prospectus, as
supplemented.
All expenses of registration of the Common Stock (other than commissions
and discounts of underwriters, dealers or agents), estimated to be
approximately $5,000, shall be borne by the Company. As and when the Company
is required to update this Prospectus, it may incur additional expenses in
excess of this estimated amount.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock
offered hereby will be passed upon for the Company by Robinson Silverman
Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas, New York, New York
10104.
EXPERTS
The consolidated financial statements and financial statement schedule
of the Company and its subsidiaries as of March 31, 1996 and for the years
ended March 31, 1996 and 1995 incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1997 have been audited by Coopers & Lybrand LLP, independent accountants, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The consolidated financial statements and financial statement schedule
of the Company and its subsidiaries as of March 31, 1997 and for the year
ended March 31, 1997 have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at its offices at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the SEC located at Seven World Trade Center, New York,
New York 10048 and at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can be
obtained by mail from the Public Reference Section of the SEC at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates,
and can also be obtained electronically through the SEC's Electronic Data
Gathering, Analysis and Retrieval system at the SEC's Web site
(http://www.sec.gov). The Company's Common Stock is listed on the Nasdaq
National Market and copies of such reports and other information can also be
inspected at the offices of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the SEC a number of registration statements
on Form S-8 (herein, together with all amendments and exhibits, referred to
as the "Registration Statements") under the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, with respect to the Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statements, does not
contain all of the information set forth in the Registration Statements and
the exhibits and schedules thereto, as permitted by the rules and regulations
of the SEC. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration
Statements, including the exhibits thereto and the financial statements,
notes and schedules filed as a part thereof, which may be inspected and
copied at the public reference facilities of the SEC referred to above.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference
is made to the full text of such contract or document filed as an exhibit to
the Registration Statements, each such statement being qualified in all
respects by such reference.
The Company furnishes stockholders with annual reports containing
audited financial statements and with proxy material for its annual meetings
complying with the proxy requirements of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have been filed by the Company with the
SEC are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended March
31, 1997, which contains audited consolidated balance sheets of the Company
and subsidiaries as of March 31, 1997 and 1996, and related consolidated
statements of income, shareholders equity and cash flows for the years ended
March 31, 1997, 1996 and 1995.
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since March 31, 1997.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in and to
be a part of this Prospectus from the date of filing of such reports and
documents.
Any statement contained herein or in a document which is incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement in any subsequently filed
document that is also deemed to be incorporated by reference herein modifies
or supersedes such prior statement.
This Prospectus incorporates documents by reference which are not
presented or delivered herewith. These documents are available upon written
or oral request from the Company, without charge, to each person to whom a
copy of this Prospectus has been delivered, other than exhibits to those
documents. Requests should be directed to the Office of the Secretary,
Activision, Inc., 3100 Ocean Park Boulevard, Santa Monica, California 90405
(telephone (310) 255-2000).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Los Angeles, State of
California, on July 16, 1997.
ACTIVISION, INC.
By:/s/ Robert A. Kotick
---------------------------------
Robert A. Kotick, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Robert A. Kotick Chairman, Chief Executive Officer July 16, 1997
- - ------------------------- (Principal Executive Officer)
(Robert A. Kotick) and Director
/s/ Brian G. Kelly Chief Operating Officer, President July 16, 1997
- - ------------------------- and Director
(Brian G. Kelly)
/s/ Barry J. Plaga Chief Financial Officer (Principal July 16, 1997
- - ------------------------- Financial and Accounting Officer)
(Barry J. Plaga)
Director
- - -------------------------
(Harold A. Brown)
* Director
- - -------------------------
(Barbara S. Isgur)
* Director
- - -------------------------
(Steven T. Mayer)
Director
- - -------------------------
(Robert J. Morgado)
*By: /s/ Brian G. Kelly July 16, 1997
- - -------------------------
(Brian G. Kelly)
Attorney-In-Fact
=============================================================================
No dealer, salesman or other person has been authorized to give any
information or to make representations other than those contained in this
Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that the
information herein is correct as of any time subsequent to its date. This
Prospectus does not constitute an offer of solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer of solicitation is not qualified to do so
or to anyone to whom it is unlawful to make such offer or solicitation.
----------------------
TABLE OF CONTENTS
Page
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Documents Incorporated by Reference. . . . . . . . . . . . . . . . . . . . 12
----------------------
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2,518,492 Shares
ACTIVISION, INC.
Common Stock
-------------------
PROSPECTUS
-------------------
July 16, 1997
=============================================================================