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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) December 14, 2005
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(December 14, 2005)
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ACTIVISION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-12699 95-4803544
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(Commission File Number) (IRS Employer
Identification No.)
3100 Ocean Park Blvd., Santa Monica, CA 90405
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(Address of Principal Executive Offices) (Zip Code)
(310) 255-2000
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(Registrant's telephone number, including area code)
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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 2.02 Results of Operations and Financial Condition.
On December 14, 2005, Activision, Inc. (the "Company") issued a press
release announcing an update to its projected financial results for the quarters
ending December 31, 2005 and March 31, 2006 and the year ending March 31, 2006.
A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of the Company, dated December 14, 2005.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACTIVISION, INC.
By:/s/ Ronald Doornink
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Name: Ronald Doornink
Title: President
Date: December 14, 2005
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Activision, Inc., dated December 14, 2005.
Exhibit 99.1
FOR IMMEDIATE RELEASE For Information Contact:
Kristin Mulvihill Southey
Vice President, Investor Relations
(310) 255-2635
ksouthey@activision.com
Ashley Dyer
Sr. Manager, Corporate Communications
(310) 255-2548
adyer@activision.com
ACTIVISION PROVIDES UPDATE
Santa Monica, CA - December 14, 2005 - Activision, Inc. (Nasdaq: ATVI)
today announced that it expects net revenues and earnings for the third and
fourth quarter and full fiscal year 2006 to be lower than the outlook previously
provided by the company on November 2, 2005.
Although there are still a number of critical selling days left in the
quarter, which ends December 31, 2005, the company anticipates that earnings
will be significantly lower than the outlook previously provided. The company
has noted the following factors in its assessment of market conditions and the
reasons for the changes in performance expectations:
o While a number of the company's products are outperforming the
competition in the marketplace, overall the company's portfolio of
products are not selling as well as had been anticipated. The company
expects lower than anticipated reorders of its most profitable titles.
During the quarter, the company significantly increased spending on
consumer and trade activity driven in part by competitive pricing
actions. As a result, the company expects that its operating results
will be disproportionately affected by title and market
underperformance.
o Videogame hardware and software market conditions in the U.S and
Europe are weaker than expected. For the October/November period, U.S.
software sales were down 20%, as measured by NPD FunWorld, and sales
in the month of December are tracking below company expectations. The
company has also seen similar trends in the European software market.
The weakness in the U.S. and European markets is believed to be driven
by an accelerated shift in consumer demand away from current
generation hardware and software due to the introduction of new
hardware as well as declines in consumer spending.
(more)
The company's fourth quarter will also be negatively impacted by the
factors listed above and lower than expected catalogue sales.
"Even though we have not yet completed the quarter and there is still
uncertainty as the holiday season unfolds, we wanted to provide an update with
regard to market conditions and the performance of our portfolio of products as
a whole. For the quarter, we still expect to generate significant revenues;
however, we are disappointed that our earnings performance will come in
substantially below our previous outlook," stated Michael Griffith, President
and CEO of Activision Publishing, Inc.
"The midterm market conditions will continue to pose challenges, but we
believe we are well positioned to benefit from the long-term positive
fundamentals of the videogame business, as we have over the last thirteen years.
We recently renewed several high-profile intellectual property licenses for the
long term including Spider-Man(TM), X-men(TM) and Shrek. We also have the #1
rated and best selling title on the Xbox 360(TM), Call of Duty 2. We believe the
combination of high quality intellectual properties and strong development
talent should have a positive impact on our future performance."
The company currently expects to report its final results for the third
quarter in late January.
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 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.
(more)
Note: 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 Reports 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 its forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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