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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) September 5, 1997
(August 26, 1997)
ACTIVISION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12699 94-2606438
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3100 Ocean Park Blvd., Santa Monica, CA 90405
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 255-2000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Activision, Inc. ("Activision"), a Delaware corporation, and Raven
Software Corporation ("Raven"), a Wisconsin corporation, entered into an
Agreement and Plan of Reorganization on August 5, 1997, whereby RSC
Acquisition Corp., a Wisconsin corporation and wholly owned subsidiary of
Activision, would merge with and into Raven. Raven was a privately held
entertainment software developer based in Madison, Wisconsin, that has
created titles such as Heretic and Hexen: Beyond Heretic.
Pursuant to the merger, which was completed on August 26, 1997, Raven
became a wholly owned subsidiary of Activision and Raven shareholders
received 1,040,000 shares of Common Stock of Activision. The merger was
effected as a tax-free reorganization and will be accounted for as a pooling
of interests.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
2.1 Articles of Merger, with the Plan of Merger annexed thereto,
as filed with the Department of Financial Institutions of the
State of Wisconsin on August 26, 1997.
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 hereunto duly authorized.
Date: September 5, 1997
ACTIVISION, INC.
By:/s/ Brian G. Kelly
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Name: Brian G. Kelly
Title: President
ARTICLES OF MERGER
To the Department
of Financial Institutions
State of Wisconsin
Pursuant to the provisions of the Wisconsin Business Corporation
Law, the domestic business corporations named herein do hereby submit the
following Articles of Merger.
1. Annexed hereto and made a part hereof is the Plan of Merger
for merging RSC Acquisition Corp. with and into Raven Software Corporation as
approved by resolution adopted at a meeting by the Board of Directors of RSC
Acquisition Corp. on July 18, 1997 and by resolution adopted at a meeting by
the Board of Directors of Raven Software Corporation on August 1, 1997.
2. With respect to RSC Acquisition Corp. and Raven Software
Corporation, the Plan of Merger was approved in accordance with the
provisions of Section 180.1103 of the Wisconsin Business Corporation Law.
3. The effective time and date in the State of Wisconsin of the
merger herein provided for shall be 10:00 a.m. on August 26, 1997.
4. This document was prepared by Scott Zucker of Robinson
Silverman Pearce Aronsohn & Berman LLP.
5. Following the filing, the endorsed Articles of Merger should
be directed to the following address:
Activision, Inc.
3100 Ocean Park Boulevard
Santa Monica, California 90405
Attention: Lawrence Goldberg
Senior Vice President, Business Affairs and
General Counsel
Executed on August 26, 1997.
RSC Acquisition Corp.
By: /s/ Brian Kelly
__________________________________
Name: Brian Kelly
Title of Officer: President
Raven Software Corporation
By: /s/ Steven Raffel
__________________________________
Name: Steven Raffel
Title of Officer: President
PLAN OF MERGER
PLAN OF MERGER adopted by Raven Software Corporation, a business
corporation organized under the laws of the State of Wisconsin ("Raven"), by
resolution of its Board of Directors on August 1, 1997, and adopted by RSC
Acquisition Corp., a business corporation organized under the laws of the
State of Wisconsin ("RSC"), by resolution of its Board of Directors on July
18, 1997. The names of the corporations planning to merge are Raven Software
Corporation, a business corporation organized under the laws of the State of
Wisconsin, and RSC Acquisition Corp., a business corporation organized under
the laws of the State of Wisconsin. The name of the surviving corporation
into which RSC Acquisition Corp. plans to merge is Raven Software
Corporation.
1. Raven Software Corporation and RSC Acquisition Corp. shall,
pursuant to the provisions of the Wisconsin Business Corporation Law, be
merged with and into a single corporation, to wit, Raven Software
Corporation, which shall be the surviving corporation at the effective time
and date of the merger and which is sometimes hereinafter referred to as the
"surviving corporation", and which shall continue to exist as said surviving
corporation under its present name pursuant to the provisions of the
Wisconsin Business Corporation Law. The separate existence of RSC
Acquisition Corp., which is sometimes hereinafter referred to as the "non-
surviving corporation", shall cease at the effective time and date of the
merger in accordance provisions of the Wisconsin Business Corporation Law.
2. The present Articles of Incorporation of RSC shall be the
Articles of Incorporation of the surviving corporation and such Articles of
Incorporation shall continue in full force and effect until amended and
changed in the manner prescribed by the provisions of the Wisconsin Business
Corporation Law.
3. The present bylaws of RSC will be the bylaws of the surviving
corporation and will continue in full force and effect until changed,
altered, or amended as therein provided and in the manner prescribed by the
provisions of the Wisconsin Business Corporation Law.
4. The directors and officers in office of RSC at the effective
time and date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom
shall hold their directorships and offices until their respective successors
are elected and qualified or until their tenure is otherwise terminated in
accordance with the bylaws of the surviving corporation.
5. Each issued share of RSC immediately before the effective time
and date of the merger shall be converted into one share of the surviving
corporation. The issued shares of Raven shall be canceled and automatically
converted into the right to receive 50.3218 shares of common stock, $.000001
par value per share of Activision, Inc. (a Delaware corporation that is the
parent and sole shareholder of the non-surviving corporation) (the
"Activision Common Stock"). The aggregate number of shares of Activision
Common Stock issuable in connection with the merger shall be 1,040,000
shares. The exchange ratio shall be adjusted to take into account any stock
split, stock dividend, reverse stock split, capital reorganization or similar
transaction affecting the Activision Common Stock or the capital stock of
Raven the record date for which is after the date of the adoption of this
Plan of Merger and prior to effective time of the merger.
6. The Plan of Merger herein made and approved shall be submitted
to the shareholders of the non-surviving corporation and to the shareholders
of the surviving corporation for their approval or rejection in the manner
prescribed by the provisions of the Wisconsin Business Corporation Law.
7. In the event that the Plan of Merger shall have been approved
by the shareholders entitled to vote of the non-surviving corporation and by
the shareholders entitled to vote of the surviving corporation in the manner
prescribed by the provisions of the Wisconsin Business Corporation Law, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Wisconsin, and that they
will cause to be performed all necessary acts therein and elsewhere to
effectuate the merger.
8. The Board of Directors and the proper officers of the non-
surviving corporation and the Board of Directors and the proper officers of
the surviving corporation, respectively, are hereby authorized, empowered,
and directed to do any and all acts and things, and to make, execute,
deliver, file, and/or record any and all instruments, papers, and documents
which shall be or become necessary, proper, or convenient to carry out or put
into effect any of the provisions of this Plan of Merger or of the merger
herein provided for.