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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) October 4, 2001
(September 27, 2001)
ACTIVISION, INC.
________________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 0-12699 95-4803544
________________________________________________________________________________
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3100 Ocean Park Blvd., 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)
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Item 5. Other Events.
Activision, Inc., a Delaware corporation ("Activision" or the "Company"),
and Treyarch Invention LLC, a California limited liability company ("Treyarch"),
entered into an Agreement and Plan of Merger on September 28, 2001, whereby
Treyarch merged with and into Treyarch Acquisition, Inc., a Delaware corporation
and wholly owned subsidiary of Activision. Treyarch was a privately held console
software developer based in Santa Monica, California.
Pursuant to the merger, which was effective on October 1, 2001, Treyarch
became a wholly owned subsidiary of Activision. Treyarch equity holders and
employees received 545,974 shares of Activision common stock in connection
with the acquisition. Up to 224,077 additional shares of Activision common stock
also may be issued to Treyarch's equity holders and employees over the course of
several years depending on the satisfaction of certain performance requirements
and other criteria. The transaction was structured as a tax-free reorganization
and will be accounted for under the purchase accounting rules.
The shares of common stock were issued to Treyarch equity holders and
employees pursuant to an exemption from registration under the Securities Act of
1933, as amended. The Company is required to use its reasonable best efforts to
file with the Securities and Exchange Commission, as soon as practicable, a
registration statement covering such shares for resale by the holders thereof.
The press release issued by Activision, Inc. on October 3, 2001, announcing
the acquisition of Treyarch Invention LLC is attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release of Activision, Inc., dated September 27, 2001.
99.2 Press release of Activision, Inc., dated October 3, 2001.
Item 9. Regulation FD Disclosure.
On September 27, 2001, Activision, Inc. issued a press release announcing
the postponement of its previously announced public offering of 6,000,000 shares
of its common stock, which press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: October 4, 2001
ACTIVISION, INC.
By: /s/ Brian G. Kelly
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Name: Brian G. Kelly
Title: Co-Chairman
-2-
Exhibit 99.1
FOR IMMEDIATE RELEASE Contacts: Bill Chardavoyne
Chief Financial Officer
(310) 255-2229
bchardavoyne@activision.com
Kristin Mulvihill
Sr. Director, Investor Relations
(310) 255-2635
kmulvihill@activision.com
Maryanne Lataif
VP, Corporate Communications
(310) 255-2704
mlataif@activision.com
ACTIVISION POSTPONES COMMON STOCK OFFERING
Santa Monica, CA - September 27, 2001 - Activision, Inc. (Nasdaq: ATVI)
announced today that it has decided to postpone its previously announced public
offering of 6,000,000 shares of its common stock.
"We have decided to postpone the offering in light of the current market
conditions and volatility resulting from recent events," stated Robert A.
Kotick, Chairman and CEO of Activision, Inc. "We remain confident about the
outlook for our business and the prospects for the interactive entertainment
software industry generally. With $288 million of shareholders equity, $106
million of cash and only $5 million of debt as of June 30, 2001, Activision is
in a very liquid and strong financial position."
Headquartered in Santa Monica, California, Activision, Inc. is a leading
worldwide developer, publisher and distributor of interactive entertainment
software products. Activision maintains operations in the U.S., Canada, the
United Kingdom, France, Germany, Japan, Australia and the Netherlands.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there by any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
The statements contained in this release that are not historical facts are
"forward-looking statements." The Company cautions readers of this press release
that a number of important factors could cause Activision's actual future
results to differ materially from those expressed in any such forward-looking
statements. These important factors, and other factors that could affect
Activision, are described in the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 2001, which was filed with the United States
Securities and Exchange Commission. Readers of this press release are referred
to such filing. ###
Exhibit 99.2
FOR IMMEDIATE RELEASE Contacts: Maryanne Lataif
VP, Corporate Communications
(310) 255-2704
mlataif@activision.com
ACTIVISION ANNOUNCES ACQUISITION OF
TREYARCH INVENTION, LLC.
Leading Developer of Action and Action-Sports Games
Further Bolsters Activision's Market Position
Santa Monica, CA - October 3, 2001 -- Activision, Inc. (Nasdaq: ATVI) today
announced that it has acquired Treyarch Invention, LLC., a leading console
software developer with a focus on action and action-sports video
games.
The acquisition further enables Activision to implement its multi-platform
development strategy by bolstering the company's internal product development
capabilities for the next-generation console systems, and strengthens
Activision's leadership position in the action and action-sports genres. The
transaction underscores Activision's commitment to acquiring proven technical
and design talent that has a history of high-quality product creation, while
overtime enhancing the company's financial operating model.
"Treyarch is an outstanding developer with an experienced management team and a
very talented group of programmers, designers and artists," said Ron Doornink,
President and COO of Activision, Inc. "The company's multi-platform development
capabilities and proprietary cross-platform technologies complement Activision's
rich brands - making them a natural fit."
"We are tremendously pleased to be a part of Activision," said Don Likeness,
president of Treyarch. "We look forward to developing the best action and
action-sports games available and are confident that our multi-platform
development strengths will contribute to Activision's ongoing success and
leadership in the console marketplace."
Activision has had a long-standing relationship with Treyarch. The developer is
currently in production on several Activision games, including Tony Hawk's Pro
Skater 2x, Spider-Man The Movie, Shaun Palmer's Pro Snowboarder 2, Kelly
Slater's Pro Surfer and Minority Report. Additionally, Treyarch has developed
other popular games, including NHL 2K2, Triple Play Baseball, Nagano Olympic
Hockey 98, Draconus: Cult of the Wyrm and Max Steel: Covert Missions.
Under the terms of the agreement, Treyarch becomes a wholly owned subsidiary of
Activision. Treyarch equity holders and employees will receive 545,974 shares of
Activision common stock in connection with the acquisition. Up to 224,077
additional shares of Activision common stock also may be issued to Treyarch's
equity holders and employees over the course of several years depending on the
satisfaction of certain performance requirements and other criteria. The
transaction was structured as a tax-free reorganization and will be accounted
for under the purchase accounting rules.
Activision does not expect this transaction to effect its previously announced
revenue and earnings per share guidance for the fiscal year ended March 31, 2002
or for fiscal year 2003.
Headquartered in Santa Monica, CA, Treyarch was founded in 1996 and currently
maintains five development teams and a cross-platform technology team. The
company has numerous proprietary technologies that can be used to create
compelling interactive entertainment experiences in the action and action-sports
genres across multiple console platforms. As part of the transaction, Treyarch's
management team and key employees have signed long-term employment contracts
with Activision. The company has approximately 140 employees.
Headquartered in Santa Monica, California, Activision, Inc. is a leading
worldwide developer, publisher and distributor of interactive entertainment and
leisure products. Founded in 1979, Activision posted revenues of $620 million
for the fiscal year ended March 31, 2001.
Activision maintains operations in the U.S., Canada, the United Kingdom, France,
Germany, Japan, Australia, and the Netherlands. More information about
Activision and its products can be found on the company's World Wide Web site,
which is located at http://www.activision.com.
The statements contained in this release that are not historical facts are
"forward-looking statements." The Company cautions readers of this press release
that a number of important factors could cause Activision's actual future
results to differ materially from those expressed in any such forward-looking
statements. These important factors, and other factors that could affect
Activision, are described in Activision's Annual Report on Form 10-K for the
fiscal year ended March 31, 2001, which was filed with the United States
Securities and Exchange Commission. Readers of this press release are referred
to such filings.
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