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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-36949
PROSPECTUS SUPPLEMENT
- ---------------------
(To Prospectus dated October 30, 1997)
1,071,533 Shares
ACTIVISION, INC.
Common Stock
----------------
This Prospectus Supplement relates to 1,071,533 shares of Common
Stock (the "Common Stock"), par value $.000001 per share, of Activision, Inc.
(the "Company") being offered for the account of certain of the Company's
stockholders (each a "Selling Stockholder" and collectively the "Selling
Stockholders"). See "Selling Stockholders." This Prospectus Supplement
reflects the transfer, by gift, of shares of Common Stock from Brian and
Steven Raffel to certain Selling Stockholders and sales by various Selling
Stockholders since the date of the Prospectus.
The Company is a leading diversified international publisher and
developer of interactive entertainment software. The Company's products span
a wide range of product genres, including action, adventure, strategy and
simulation. Since its founding in 1979, the Company has published hundreds
of entertainment software products for a variety of personal computer and
console platforms. See "The Company" in the Prospectus (as defined below).
The Common Stock is traded on the NASDAQ National Market System
under the symbol "ATVI." On February 18, 1998, the last sale price for the
Common Stock as reported on the NASDAQ National Market System was $13.8125
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 3 of the
Prospectus.
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 Supplement is February 19, 1998.
SELLING STOCKHOLDERS
The following table, which sets forth certain information regarding the
beneficial ownership of Common Stock by the Selling Stockholders as of
February 12, 1998, has been updated from the table contained in the
Prospectus dated October 30, 1997 (the "Prospectus") to include donees to the
shares of the Common Stock previously listed as owned by Brian Raffel and
Steven Raffel, each as a Selling Stockholder. Such update reflects the (i)
transfer, by gift, on December 11, 1997 of 12,087 shares of the Common Stock
by Steven Raffel to various employees of Raven Software Corporation ("Raven")
and others and the transfer on February 5, 1998 of 2,400 shares of the Common
Stock as payment for legal services rendered, (ii) transfer, by gift, on
December 11, 1997 of 15,213 shares of the Common Stock by Brian Raffel to
various employees of Raven and others and the transfer on February 5, 1998 of
2,400 shares of the Common Stock as payment for legal services rendered and
(iii) sales of shares of Common Stock by certain Selling Stockholders since
the date of the Prospectus.
Beneficial Ownership
of Common Stock Number of
Prior to the Offering Shares
---------------------- of Common
Name and Address of Number of Percentage Stock
Selling Stockholder Shares of Class Being Offered
- ------------------- --------- ---------- -------------
Brian Raffel
Three Point Place, Suite 1
Madison, Wisconsin 53719 485,605 3.2% 485,605(2)
Steven Raffel
Three Point Place, Suite 1
Madison, Wisconsin 53719 488,731 3.2% 488,731(2)
Michael Crowns
Three Point Place, Suite 1
Madison, Wisconsin 53719 33,564 (1) 33,564
Stephen P. Hurley
c/o Hurley Burish & Milliken, S.C.
301 North Broom Street
Madison, Wisconsin 53703 2,533 (1) 2,533
Mark D. Burish
c/o Hurley Burish & Milliken, S.C.
301 North Broom Street
Madison, Wisconsin 53703 933 (1) 933
Kevin K. Milliken
c/o Hurley Burish & Milliken, S.C.
301 North Broom Street
Madison, Wisconsin 53703 2,533 (1) 2,533
Daniel J. Schlichting
c/o Hurley Burish & Milliken, S.C.
301 North Broom Street
Madison, Wisconsin 53703 201 (1) 201
Beneficial Ownership
of Common Stock Number of
Prior to the Offering Shares
---------------------- of Common
Name and Address of Number of Percentage Stock
Selling Stockholder Shares of Class Being Offered
- ------------------- --------- ---------- -------------
Mark D. Burish Cust FBO Nicole Burish
c/o Hurley Burish & Milliken, S.C.
301 North Broom Street
Madison, Wisconsin 53703 800 (1) 800
Mark D. Burish Cust FBO Adam Burish
c/o Hurley Burish & Milliken, S.C.
301 North Broom Street
Madison, Wisconsin 53703 800 (1) 800
Bruce Willis as Trustee for Willis Family Trust
c/o William Morris Agency, Inc.
151 El Camino Drive
Beverly Hills, California 90212 84,870 (1) 28,483
William Morris Agency, Inc.
151 El Camino Drive
Beverly Hills, California 90212 9,430 (1) 3,165
Joan Marie Raffel
625 Mahogany Way
Verona, Wisconsin 53593 360 (1) 360
Brian Pelletier
5800 Tudor Drive
Fitchburg, Wisconsin 53711 1,875 (1) 1,875
Eric C. Biessman
3406 Valley Ridge Road, Apt. 102
Middleton, Wisconsin 53562 1,200 (1) 1,200
Rick Johnson
502 North High Point Road
Madison, Wisconsin 53717 1,600 (1) 1,600
Brian Shubat
1134 Gammon Lane, Apt. 4
Madison, Wisconsin 53719 400 (1) 400
Beneficial Ownership
of Common Stock Number of
Prior to the Offering Shares
---------------------- of Common
Name and Address of Number of Percentage Stock
Selling Stockholder Shares of Class Being Offered
- ------------------- --------- ---------- -------------
Robert Love
413 South Main Street
Monticello, Wisconsin 53570 800 (1) 800
James Monroe
757 Kottke Drive
Madison, Wisconsin 53719 800 (1) 800
Scott F. Rice
5254 Brindisi Court, Apt. 6
Middleton, Wisconsin 53562 600 (1) 600
Jeffrey P. Lampo
5122 Churchill Lane, Apt. 8
Middleton, Wisconsin 53562 400 (1) 400
Ronnie D. Midthun
10 East Gorham Street, Apt. 3
Madison, Wisconsin 53703 400 (1) 400
Chris Foster
570 W. Blackhawk Dr. #2
Fort Atkinson, Wisconsin 53538 400 (1) 400
Joshua Heitzman
1301 Spring Street, Apt. 609
Madison, Wisconsin 53715 400 (1) 400
Daniell Freed
2001 Frisch Drive
Madison, Wisconsin 53711 400 (1) 400
Timothy C. Moore
1010 Sunnyvale Lane, Apt. K
Madison, Wisconsin 53713 400 (1) 400
Nathan Albury
502 North High Point Road
Madison Wisconsin 53717 400 (1) 400
Michael Gummelt
222 Randolph Drive, Apt. 319A
Madison, Wisconsin 53717 400 (1) 400
Beneficial Ownership
of Common Stock Number of
Prior to the Offering Shares
---------------------- of Common
Name and Address of Number of Percentage Stock
Selling Stockholder Shares of Class Being Offered
- ------------------- --------- ---------- -------------
Jeff DeWitt
2933 Fish Hatchery Road, Apt. 205
Madison, Wisconsin 53713 400 (1) 400
Thomas R. Odell
7502 Westward Way, Apt. 114
Madison, Wisconsin 53717 400 (1) 400
Linda L. Coey
1505 Wayridge
Madison, Wisconsin 53704 400 (1) 400
Bobby Duncanson
7502 Westward Way #207
Madison, Wisconsin 53717 400 (1) 400
Kenn E. Hoekstra
1121 Talcott Avenue
Fort Atkinson, Wisconsin 53538 400 (1) 400
Kim Lathrop
3148 Muir Field Road, Apt. 304
Madison, Wisconsin 53719 400 (1) 400
Chia Chin Lee
3010 Harvey Street, Apt. 2
Madison, Wisconsin 53705 400 (1) 400
Kelson Alexander Raffel
319 Birchwood Lane
Verona, Wisconsin 53593-8355 1250 (1) 1250
Ashlyn Brianne Raffel
319 Birchwood Lane
Verona, Wisconsin 53593-8355 1250 (1) 1250
Bryce Nelson Raffel
319 Birchwood Land
Verona, Wisconsin 53593-8355 1250 (1) 1250
Gil Gribb
5310 Larch Lane
Plymouth, Minnesota 53442 400 (1) 400
Beneficial Ownership
of Common Stock Number of
Prior to the Offering Shares
---------------------- of Common
Name and Address of Number of Percentage Stock
Selling Stockholder Shares of Class Being Offered
- ------------------- --------- ---------- -------------
Michael D. Werckle
7649 Carrington Dr., Apt. D
Madison, Wisconsin 53719 600 (1) 600
Steve Sengele
522 West Wilson, Apt. 202
Madison, Wisconsin 53703 400 (1) 400
Jonathan Zuk
1118 North High Point Rd., Apt. 203
Madison, Wisconsin 53717 400 (1) 400
Matthew T. Pinkston
1109 Wayridge, Apt. 1
Madison, Wisconsin 53704 400 (1) 400
Leslie K. Dorscheid
814 Lexington
Waunake, Wisconsin 53597 400 (1) 400
John Scott
105 Grand Canyon Drive
Madison, Wisconsin 53705 400 (1) 400
Marcus Whitlock
105 Grand Canyon Drive
Madison, Wisconsin 53705 400 (1) 400
John Payne
699 West Mifflin, Apt. 310
Madison, Wisconsin 53703 400 (1) 400
Patrick Lipo
3040 Springfield Road
Cross Plains, Wisconsin 53528 1,200 (1) 1,200
Michael Raymond-Judy
3737 Country Grove Drive
Madison, Wisconsin 53719 1,800 (1) 1,800
All Selling Stockholders
as a group 1,134,185 6.0% 1,071,533
Footnotes continued from previous page.
_____________________
(1) Less than 1%.
(2) In order to insure that the representations, warranties and covenants
made under the Raven Merger Agreement (as defined below) are not
breached, and in order to provide a source of indemnification of the
Company pursuant to the Raven Merger Agreement, such Selling Stockholder
deposited 37,741 shares of Common Stock in an escrow account pursuant to
a warranty escrow agreement until the earlier of (1) the date of the
first audit of the combined enterprises' financial statements is
completed, (2) August 26, 1998 or (3) the date set forth in a written
direction executed by the Company and Brian Raffel and Steven Raffel.
The Company has entered into an agreement and plan of reorganization
(the "Raven Merger Agreement") with Raven Software Corporation of which Brian
and Steven Raffel and Michael Crowns were the sole shareholders, and has
entered into a license and personal services agreement with Bruce Willis.
Other than such contracts, and the fact that many of the Selling Stockholders
are either employees, or relatives or spouses of employees, of Raven, which
became a wholly onwed subsidiary of the Company in August, 1997 pursuant to
the Raven Merger Agreement, none of the Selling Stockholders has had a
material relationship with the Company within the past three years.