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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) June 15, 2005
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ACTIVISION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12699 95-4803544
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
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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N/A
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(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 registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2005, Activision, Inc. (the "Company") announced the appointment of
Michael J. Griffith as President and Chief Executive Officer of Activision
Publishing, Inc. ("Activision Publishing"), the Company's only direct operating
subsidiary and the holding company for all other active subsidiaries. Mr.
Griffith assumes this position from Ronald Doornink, who has served as the
President of Activision Publishing since 2000 and as President and Chief
Executive Officer of Activision Publishing since March of 2002. Mr. Doornink
will now serve as Chairman of Activision Publishing in addition to his
continuing roles with the Company.
On June 15, 2005, Mr. Griffith entered into an employment agreement with
Activision Publishing and Mr. Doornink's employment agreement with Activision
Publishing was amended to provide for his new role with Activision Publishing.
Mr. Griffith's employment agreement, effective June 15, 2005, is for a term of
five years and provides for an annual base salary of $600,000. The agreement
provides for annual minimum base salary increases of 8% and permits additional
increases in the discretion of the Company's Board of Directors or Compensation
Committee of the Board. Mr. Griffith is also entitled to receive an annual
discretionary bonus of up to the amount of his base salary based on achievement
of agreed upon objectives. The bonus may be paid, in the sole discretion of the
Committee, in cash, shares of the Company's common stock, or options to purchase
the Company's common stock.
As an inducement to enter into the employment agreement, Mr. Griffith was
granted an option to purchase an aggregate of 1,000,000 shares of the Company's
common stock in two tranches of 350,000 options each and one tranche of 300,000
options. The first tranche of 350,000 options will vest ratably over five years,
with 20% beginning in 2006. The second tranche of 350,000 options will vest on
June 30, 2010, subject to accelerated vesting if Mr. Griffith achieves certain
performance objectives to be agreed upon. The third tranche of 300,000 options
will vest on June 30, 2010. All of the options have an exercise price equal to
$17.12 per share, the fair market value of the Company's stock on the date of
grant. Mr. Griffith was also granted 116,822 shares of restricted stock, which
will vest ratably on June 30, 2008, June 30, 2009, and June 30, 2010. In the
event that on May 15, 2010, Mr. Griffith's total compensation plus any severance
payments received by him has not exceeded $20 million, Activision Publishing
will pay Mr. Griffith the shortfall. Total compensation for this purpose
includes his cumulative base salary, cumulative annual bonuses, the realized and
unrealized gains from any and all stock options issued to him, the market value
of all restricted stock grants issued to him plus the amounts realized by him
from the sale of any such restricted stock. This payment is to be made unless
Mr. Griffith's employment has been terminated for certain reasons specified in
his employment agreement.
Mr. Griffith is also entitled to severance payments in the event his employment
is terminated for certain reasons. The employment agreement contains other
provisions that are customary in the employment agreements of similarly situated
executives.
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As set forth above, effective June 15, 2005, Michael J. Griffith, 48, will
assume the position of President and Chief Executive Officer of Activision
Publishing. The information provided above in response to Item 1.01 is hereby
incorporated by reference into this item 5.02.
Prior to joining Activision Publishing, Mr. Griffith was employed from 1981 to
2005 by Procter & Gamble. He served in a number of executive level positions at
Procter & Gamble, most recently, from 2002, as President of Procter & Gamble's
Global Beverage Division. From 1999 through 2002, Mr. Griffith served as Vice
President, Coffee Products, and from 1997 to 1999, he served as Vice President
and General Manager of Fabric & Home Care - NEA and Fabric & Home Care Strategic
Planning - Asia for Procter & Gamble Asia. He also served in Procter & Gamble's
Japan division. He is currently serving as Chairman of the Public Relations
Committee of the National Coffee Association of U.S.A., Inc.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated June 16, 2005.
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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: June 21, 2005 ACTIVISION, INC.
By: /s/ Ronald Doornink
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Name: Ronald Doornink
Title: President
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EXHIBIT 99.1
Contacts: Kristin Mulvihill Southey
Vice President, Investor Relations
(310) 255-2635
ksouthey@activision.com
Maryanne Lataif
Vice President, Corporate
Communications
(310) 255-2704
mlataif@activision.com
FOR IMMEDIATE RELEASE
ACTIVISION FURTHER STRENGTHENS SENIOR MANAGEMENT TEAM
Michael Griffith Named President and Chief Executive Officer,
Activision Publishing, Inc.
Ron Doornink Appointed Chairman, Activision Publishing, Inc.
Santa Monica, CA - June 16, 2005 -- Further strengthening the senior management
team of Activision, Inc.'s (Nasdaq: ATVI) Publishing unit, Michael Griffith was
named President and Chief Executive Officer and Ron Doornink appointed Chairman.
The announcement was made today by Robert Kotick, Chairman and CEO of
Activision, Inc.
A 24-year veteran of Procter & Gamble, Griffith, age 48, brings an exceptionally
well-balanced blend of management leadership and sales and marketing experience
to Activision Publishing. Most recently, as President of the Global Beverage
Division, a global organization with 3,800 employees, Griffith rebalanced
Procter & Gamble's beverage brand portfolio expanding the division's operating
margins while achieving market share growth.
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As President and Chief Executive Officer, Griffith will assume responsibility
for Activision Publishing's operational management including its studio,
publishing and corporate activities.
Doornink has served as Chief Executive Officer of Activision Publishing, Inc.
since March 2002. Prior to this, he served as President and Chief Operating
Officer of the company since October 1998. In his new role, Doornink will
continue to provide direction in planning Activision's growth strategies.
Robert Kotick will continue to serve as Chairman of the Board and Chief
Executive Officer of Activision, Inc. and Brian Kelly will remain Co-Chairman of
Activision, Inc. As they have for the past 14 years, Kotick and Kelly will focus
their attention on the company's strategic direction, corporate governance and
maximizing its long-term financial performance.
In making today's announcement, Kotick said, "Since 1991, Activision has grown
into a $1.4 billion company with record earnings. As we further expand into new
geographies and product categories and capitalize on the numerous opportunities
provided by the introduction of new platforms and distribution avenues, Mike's
track record of building global brands, managing large and complex organizations
and successfully improving operating performance during his various assignments
at Procter & Gamble will help us to achieve our ambitious plans."
Kotick added, "Ron Doornink has been integral to building Activision's market
leadership over the past seven years. In this new role, Ron will continue to
provide us with guidance and leadership as the company continues to grow."
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Ron Doornink, Chairman of Activision Publishing, Inc. and member of the
company's Board of Directors, said, "Having worked with Mike for over a decade
at Procter & Gamble, I have witnessed his skill in building businesses and
leading high-performing teams. His addition to Activision's senior management
team directly reflects the company's commitment to future growth and enhancing
shareholder value."
"I am very impressed with everything that Activision has accomplished and yet I
see tremendous additional upside opportunity for both sales and margin expansion
as the industry grows and evolves," said Griffith. "I'm excited to be part of
the company's next stage of growth."
Prior to joining Activision, Griffith served as President of Global Beverages at
Procter & Gamble. In this key leadership role, he was responsible for driving
operating margin expansion while achieving market share growth through a strong
emphasis on brand equity, product innovation and international expansion.
In addition, Griffith ran Procter & Gamble's Fabric & Home Care business in Asia
and has held a number of key brand management, sales marketing and general
management assignments globally on some of Procter and Gamble's most important
brands.
Griffith holds a B.A. degree in mathematics, computer science and economics from
Albion College and an MBA in finance & strategic planning from the University of
Michigan.
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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 net revenues of $1.4
billion for the fiscal year ended March 31, 2005.
Activision maintains operations in the U.S., Canada, the United Kingdom, France,
Germany, Italy, Japan, Australia, Scandinavia, Spain 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 www.activision.com.
The statements made in this press release that are not historical facts are
"forward-looking statements". These forward-looking statements are based on
current expectations and assumptions that are subject to risks and
uncertainties. 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. Such
factors include, without limitation, product delays, retail acceptance of our
products, industry competition, rapid changes in technology and industry
standards, protection of proprietary rights, maintenance of relationships with
key personnel, vendors and third-party developers, international economic and
political conditions, integration of recently acquired subsidiaries and
identification of suitable future acquisition opportunities. These important
factors and other factors that potentially could affect the Company's financial
results are described in our filings with the Securities and Exchange
Commission, including the Company's most recent Annual report on Form 10-K and
Quarterly Report on Form 10-Q. Readers of this press release are referred to
such filings. The Company may change its intention, belief or expectation, at
any time and without notice, based upon any changes in such factors, in the
Company's assumptions or otherwise. The Company undertakes no obligation to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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