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): August 15, 2008
ACTIVISION BLIZZARD, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-15839 |
|
95-4803544 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
|
|
|
|
|
3100 Ocean Park Boulevard |
|
90405 |
||
(Address of principal executive |
|
(Zip Code) |
Registrants telephone number, including area code: (310) 255-2000
(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 registrants under any of the following provisions:
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 15, 2008, Activision Blizzard, Inc. (the Company) amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1,200,000,000 shares to 2,400,000,000 shares, and the total number of shares that the Company has the authority to issue to 2,405,000,000 shares, of which 5,000,000 shares are designated as preferred stock.
The Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On August 15, 2008, the Company issued a press release announcing the record and payment dates for the previously announced two-for-one stock split of its outstanding shares of common stock to be effected in the form of a common stock dividend to stockholders of record as of August 25, 2008, payable on September 5 2008. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc. |
|
|
|
99.1 |
|
Press Release dated August 15, 2008 |
2
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 thereunto duly authorized.
|
ACTIVISION BLIZZARD, INC. |
|
|
|
|
|
|
|
Date: August 15, 2008 |
By: |
/s/ George L. Rose |
|
Name: |
George L. Rose |
|
Title: |
Chief Legal Officer and Secretary |
3
EXHIBIT INDEX
Exhibit No. |
|
Description |
3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc. |
|
|
|
99.1 |
|
Press Release dated August 15, 2008 |
4
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ACTIVISION BLIZZARD, INC.
ACTIVISION BLIZZARD, INC., (the Corporation), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: Article Fourth, Section 4.1(a) of the Corporations Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
The total number of shares of capital stock which the Corporation shall have authority to issue is Two Billion Four Hundred Five Million (2,405,000,000) shares, of which Five Million (5,000,000) shares are designated Preferred Stock, par value $.000001 per share and aggregate par value of Five Dollars ($5) (the Preferred Stock), and of which Two Billion Four Hundred Million (2,400,000,000) shares are designated Common Stock, par value $.000001 per share and aggregate par value of Two Thousand Five Hundred Dollars ($2,400) (the Common Stock).
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed on its behalf this 15th day of August, 2008.
|
ACTIVISION BLIZZARD, INC. |
||
|
|
||
|
|
||
|
By: |
|
|
|
Name: |
George L. Rose |
|
|
Title: |
Chief Legal Officer and Secretary |
|
Exhibit 99.1
|
|
Contacts: |
Kristin Southey |
|
|
|
Vice President, Investor Relations & Treasurer |
|
|
|
(310) 255-2635 |
|
|
|
ksouthey@activision.com |
|
|
|
|
|
|
|
Maryanne Lataif |
|
|
|
Vice President, Corporate Communciations |
|
|
|
(310) 255-2704 |
|
|
|
mlataif@activision.com |
ACTIVISION BLIZZARD ANNOUNCES RECORD DATE
FOR TWO-FOR-ONE STOCK SPLIT
Santa Monica, CA August 15, 2008 Activision Blizzard, Inc. (Nasdaq: ATVI) announced today that the record date for its previously announced two-for-one stock split will be August 25, 2008. The stock split will be effected by the issuance of a stock dividend of one additional share of our common stock for each share of our common stock issued and outstanding as of the close of business on August 25, 2008.
Upon completion of the split, the number of Activision Blizzards common shares outstanding will be approximately 1.3 billion. The additional shares will be mailed or delivered on or about September 5, 2008, by the companys transfer agent, Continental Stock Transfer & Trust Company. Trading will begin on a split-adjusted basis on September 8, 2008.
Headquartered in Santa Monica, California, Activision Blizzard, Inc. is a worldwide pure-play online, PC and console game publisher with leading market positions across all categories of the rapidly growing interactive entertainment software industry.
Activision Blizzard Announces Record Date For Stock Split
Activision Blizzard maintains operations in the U.S., Canada, the United Kingdom, France, Germany, Ireland, Italy, Sweden, Spain, Norway, Denmark, the Netherlands, Romania, Australia, Chile, India, Japan China, South Korea and the region of Taiwan. More information about Activision Blizzard and its products can be found on the companys website, www.activisionblizzard.com.
Cautionary Note Regarding Forward-looking Statements: Information in this press release that involves Activision Blizzards expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Activision Blizzard generally uses words such as outlook, will, could, would, might, remains, to be, plans, believes, may, expects, intends, anticipates, estimate, future, plan, positioned, potential, project, remain, scheduled, set to, subject to, upcoming and similar expressions to help identify forward-looking statements. Factors that could cause Activision Blizzards actual future results to differ materially from those expressed in the forward-looking statements set forth in this release include, but are not limited to, sales of Activision Blizzards titles, shifts in consumer spending trends, the seasonal and cyclical nature of the interactive game market, Activision Blizzards ability to predict consumer preferences among competing hardware platforms (including next-generation hardware), declines in software pricing, product returns and price protection, product delays, retail acceptance of Activision Blizzards products, adoption rate and availability of new hardware and related software, industry competition, rapid changes in technology and industry standards, protection of proprietary rights, litigation against Activision Blizzard, maintenance of relationships with key personnel, customers, vendors and third-party developers, domestic and international economic, financial and political conditions and policies, foreign exchange rates, integration of recent acquisitions and the identification of suitable future acquisition opportunities, Activision Blizzards success in integrating the operations of Activision Publishing and Vivendi Games in a timely manner, or at all, and the combined companys ability to realize the anticipated benefits and synergies of the transaction to the extent, or in the timeframe, anticipated. Other such factors include additional risk factors identified in Activision Blizzards most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q. The forward-looking statements in this release are based upon information available to Activision Blizzard as of the date of this release, and Activision Blizzard assumes no obligation to update any such forward-looking statements. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Activision Blizzard and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations.
###