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07331-00001/281869.5
As filed with the Securities and Exchange Commission on August 9, 1995.
REGISTRATION NO. 33-91074
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACTIVISION, INC.
(successor to Mediagenic)
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2606438
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
WORLD SAVINGS BUILDING
11601 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90025
(Address of Principal Executive Offices) (Zip Code)
ACTIVISION, INC. 1991 EMPLOYEE STOCK OPTION AND STOCK AWARD PLAN
(Full Title of the Plan)
Robert A. Kotick
Chairman of the Board
ACTIVISION, INC.
World Savings Building
11601 Wilshire Boulevard
Los Angeles, California 90025
(310) 473-9200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Robinson Silverman Pearce Aronsohn & Berman
1290 Avenue of the Americas
New York, New York 10104
Attention: Kenneth L. Henderson, Esq.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 contains the form of reoffer prospectus
to be used by certain officers and directors of the Registrant with respect to
the control securities acquired, or that will be acquired, by them pursuant to
the Registrant's employee benefit plans.
577,000 Shares
ACTIVISION, INC.
Common Stock
This Prospectus relates to 577,000 shares of Common Stock (the
"Common Stock"), par value $.000001 per share, of Activision, Inc. (the
"Company") being offered by certain executive officers and directors of
the Company (each a "Selling Stockholder" and collectively the "Selling
Stockholders"). See "Selling Stockholders." Of the shares of Common
Stock offered hereby (i) 517,000 shares will be issued by the Company to
the Selling Stockholders who are executive officers of the Company upon
the exercise by such Selling Stockholders of options (the "Options") to
purchase Common Stock issued to them pursuant to the Company's 1991
Employee Stock Option and Stock Award Plan (the "Stock Plan") and (ii)
60,000 shares will be issued by the Company to the Selling Stockholders
who are non-employee directors of the Company upon the exercise by such
Selling Stockholders of warrants (the "Warrants") to purchase Common
Stock issued to them.
The Company is a diversified international publisher and
developer of interactive software in a wide variety of formats. See
"The Company."
The Common Stock is quoted in the NASDAQ National Market System
under the symbol ATVI. Prior to its listing on the NASDAQ National
Market System on January 26, 1995, the Common Stock was quoted in the
NASDAQ Small Capitalization Market. On July 31, 1995, closing sale
price for the Common Stock as reported on the NASDAQ National Market
System was $10.50 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 "INVESTMENT CONSIDERATIONS."
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 is August 9, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC").
Such reports, proxy statements and other information can be inspected
and copied at the public reference facilities maintained by the SEC at
its offices at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the SEC located at
Seven World Trade Center, New York, New York 10048 and at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such materials can be obtained by mail from the
Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the SEC a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
and the rules and regulations promulgated thereunder, with respect to
the Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto, as permitted by the rules and regulations of the SEC.
For further information with respect to the Company and the Common Stock
offered hereby, reference is made to the Registration Statement,
including the exhibits thereto and the financial statements, notes and
schedules filed as a part thereof, which may be inspected and copied at
the public reference facilities of the SEC referred to above.
Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each
instance reference is made to the full text of such contract or document
filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.
The Company furnishes stockholders with annual reports containing
audited financial statements and with proxy material for its annual
meetings complying with the proxy requirements of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have been filed by the Company with
the SEC are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
March 31, 1995, which contains audited consolidated balance sheets of
the Company and subsidiaries as of March 31, 1995 and 1994, and related
consolidated statements of income, shareholders equity and cash flows
for the years ended March 31, 1995, 1994 and 1993.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since March 31, 1995.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in and to be a part of this Prospectus from the date of filing
of such reports and documents.
Any statement contained herein or in a document which is
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement in any subsequently filed document that is also deemed to be
incorporated by reference herein modifies or supersedes such prior
statement.
This Prospectus incorporates documents by reference which are not
presented or delivered herewith. These documents are available upon
written or oral request from the Company, without charge, to each person
to whom a copy of this Prospectus has been delivered, other than
exhibits to those documents. Requests should be directed to the Office
of the Secretary, Activision, Inc., World Savings Building, 11601
Wilshire Boulevard, Suite 1000, Los Angeles, California 90025 (telephone
(310) 473-9200).
THE COMPANY
The Company is a diversified international publisher and developer
of interactive software in a wide variety of formats. At present, the
Company concentrates its development, publishing and marketing efforts
primarily on entertainment software products and certain products that
combine entertainment and education. The Company's objective is to be a
worldwide leader in the delivery of interactive multimedia programming
designed for a range of platforms that appeals to a variety of markets
and incorporates sophisticated graphics, sound, video, compelling story
lines and game experiences, ease of use and other features that provide
exceptional interactive experiences; however, there can be no assurance
that the Company will be able to reach such an objective. The Company
conducts its business operations through four primary functional
divisions: Activision Studios, Activision Publishing, Activision
Business Development and Activision International. The Company's
products are marketed under the Activision and Infocom trade names.
Incorporated in California in 1979, the Company was a pioneer in the
interactive entertainment software business and achieved its initial
success developing and publishing video game products for the Atari
Corporation systems, one of the first consumer video game systems
introduced in this country. In December 1992, the Company
reincorporated in Delaware.
The Company's principal executive offices are located at 11601
Wilshire Boulevard, Suite 1000, Los Angeles, California 90025, and its
telephone number is (310) 473-9200. The Company's European headquarters
is located in suburban London. Additional offices are located in Tokyo
and Sydney.
INVESTMENT CONSIDERATIONS
Before purchasing any of the shares of Common Stock offered hereby,
prospective investors should consider, among other matters, the
following factors:
DEPENDENCE ON NEW PRODUCT DEVELOPMENT
The Company's future success depends upon its ability to make timely
introductions of new products, to adapt existing products to additional
hardware platforms and formats and, in some instances, to upgrade
existing products. The timing and success of software and video game
product development is unpredictable due to the technological complexity
of software products, inherent uncertainty in anticipating technological
developments, the need for coordinated efforts of numerous technical and
creative personnel in such development and difficulties in identifying
and eliminating errors prior to product release. The Company has from
time to time experienced significant delays in the introduction of new
products. Such delays have resulted in the Company selling fewer titles
than it may have otherwise had available had such delays not occurred,
thus generating less revenue, incurring product development expenses and
having its operating results and financial condition adversely impacted.
Any future significant product delay could have a material adverse
effect on the ultimate success of a product, and on the Company's
operating results and financial condition, particularly in view of the
seasonality of the Company's business. In addition, the Company's
operating results and financial condition would be adversely affected if
for any reason revenues from new products or other activities fail to
replace declining revenues from existing products. There can be no
assurance that new products will be introduced on schedule or that the
Company will be able to introduce successful new products in the future.
DEVELOPMENT OF SOFTWARE FOR NEW HARDWARE PLATFORMS
The interactive software market is subject to rapid technological
change. As more technologically advanced platforms for software
products emerge, the Company's development tools must be adapted to
produce products for those platforms. In addition, the expectation of
consumers with respect to the production and game play values of the
software products that are developed for such platforms will increase.
There can be no assurance that the Company will be able to develop and
market new products in response to future technological advances and
developments in a timely fashion.
As new hardware platforms are introduced, such as the various
competing and incompatible CD-based systems recently released or
announced, the Company will be required both to develop software
products for several platforms at the same time to remain competitive
and to attempt to identify which of the competing new hardware systems
will achieve market acceptance and focus development activities on the
software for the selected platform. There is no assurance that the
Company will be able to predict accurately which new platforms will be
successful, or to respond timely to technological changes.
UNCERTAINTY OF MARKET ACCEPTANCE; SHORT PRODUCT LIFE CYCLES
The market for entertainment systems and software has been
characterized by periodic and dramatic shifts in popularity and short
product life cycles. Consumer preferences for video game and software
products are difficult to predict, and few consumer software products
achieve sustained market acceptance. There can be no assurance that new
products introduced by the Company will achieve any significant degree
of market acceptance, or that such acceptance will be sustained for any
significant period. In addition, the Company could be forced to accept
substantial product returns to maintain its relationships with retailers
and its access to distribution channels. Failure of new products to
achieve or sustain market acceptance or product returns in excess of the
Company's expectations would have a material adverse effect on the
Company's operating results and financial condition.
PRODUCT CONCENTRATION
One aspect of the Company's strategy is to focus its development
efforts on selected, high quality software products. The Company
therefore derives a significant portion of its revenues from a
relatively small number of products released each year. Due to its
dependence on a limited number of products, the Company may be adversely
affected if one or more principal entertainment software products fail
to achieve anticipated results.
FLUCTUATING OPERATING RESULTS AND SEASONALITY
Changes in revenue mix and the timing of new product releases have
resulted and are expected to continue to result in fluctuating operating
results and seasonality. The Company generates revenues from a number
of sources and the profit margins for each of these sources vary
significantly. For example, profit margins for floppy disk-based or CD-
based software products are generally significantly higher than profit
margins on cartridge-based products. There is a similar disparity
between products based on licensed properties and those based on
original concepts developed by the Company. Fluctuations in the
Company's revenue mix may result in fluctuations in the Company's
earnings on a quarter-to-quarter basis. The timing of new product
releases and related advertising expenses, delivery of video game
cartridges, the amortization of software development costs and royalty
advances and the general seasonal nature of the consumer software
industry impact quarterly revenues and earnings. A significant portion
of entertainment software product sales occurs in the first and fourth
quarters of each calendar year, which results in significant seasonality
in the Company's revenues and earnings and increased importance of
timely product release and deliveries.
COMPETITION; DEPENDENCE ON LIMITED PRODUCTS MARKETS
The video game and personal computer software industry is highly
competitive in both the United States and foreign markets. Competition
in the industry is principally based upon strength in product
development, product quality, the compatibility of products with popular
computer systems, price, technical support, sales and distribution
support and marketing effectiveness. The Company's competitors range
from small companies with limited resources to large companies with
substantially greater financial, technical and marketing resources than
those of the Company. In addition, the Company believes that new
competitors, including large software companies and hardware
manufacturers, are increasing their focus on the consumer software
market, resulting in greater competition for the Company. Although
barriers to entry have increased due to the substantial cost of product
development and marketing, established competitors continually enter the
market with the development of new titles.
A significant portion of the Company's products that are currently
available or in development are designed for use on Nintendo and Sega
systems. The Company's primary competitors in these product categories
are Nintendo and Sega, which are the largest developers and distributors
of video game cartridges for their respective systems. The Company also
competes with over 65 other companies licensed by Nintendo and a similar
number of companies licensed by Sega to develop software for use with
Nintendo or Sega systems, respectively.
INCREASED DEVELOPMENT COSTS
The Company believes that the competitive factors in the interactive
software marketplace will create the need for higher quality,
distinctive entertainment software products that incorporate
increasingly sophisticated visual and audio effects, resulting in higher
development costs for software developers like the Company. As a
result, the Company may invest greater amounts in the development of
each product, which in turn require higher product sales to recoup
expenses. Similarly, the financial risks associated with a lack of
market acceptance of any single product are increased.
DEPENDENCE ON THE GROWTH IN INSTALLED BASE OF PERSONAL COMPUTERS
Sales of consumer computer software, including the Company's
software products, are highly dependent upon the size of the installed
base of personal computers in homes, schools and small businesses, and
sales of new computers. Because the Company's software products are
purchased for use with the installed base of personal computers as well
as with new computer purchases, fluctuations in the sales rate of new
personal computers have not had any material adverse effect to date on
the Company's software business. However, the Company's computer
marketing and merchandising business is highly dependent on new computer
sales in the United States and in Europe. Declines in the sales or the
sales price of new computers in any of these markets could have a
material adverse effect on the Company's results of operations and
financial condition.
MAJOR CUSTOMERS
From time to time, single customers account for a material portion
of the Company's net revenues. The loss of any of these customers might
have a material adverse impact on the Company's business and results of
operations.
FOREIGN OPERATIONS
International sales and licensing activities contribute a
significant portion of the Company's total revenues. The risks inherent
in operating in foreign nations create the potential for significant
adverse effects on the overall operating results and financial condition
of the Company. Local market receptiveness to the Company's products in
foreign nations cannot be predicted with absolute accuracy and may vary
by territory. Transactions in foreign countries subject the Company to
the hazards of currency fluctuations, regional economic downturns,
decentralized management and control, inability to find qualified
personnel, increased collection risk and local rules and regulations
compliance with which may have an adverse impact on the Company's
results of operations and financial condition.
KEY PERSONNEL
The Company's success depends on its ability to retain the services
of key management and other personnel and to continue to attract and
retain additional key employees. There is a high level of competition
for qualified employees. There can be no assurance that the Company
will be successful in attracting and retaining such employees.
CONCENTRATION OF STOCK OWNERSHIP
As of July 31, 1995, the Company's officers and directors together
beneficially own approximately 30.8% of the outstanding shares of Common
Stock, assuming all of the Company's options and warrants owned by such
individuals and entities, only, were to be exercised. As a result, such
persons will have the ability to control the Company and direct its
affairs and business. Such concentration of ownership may also have the
effect of delaying or preventing a change in control of the Company,
unless consented to by such controlling stockholders.
POSSIBLE VOLATILITY OF STOCK PRICE
Market prices of securities of entertainment and personal computer
software companies have from time to time been highly volatile. There
may be significant volatility in the market price of the Common Stock
due to factors that may or may not relate to the Company's performance.
The market price of the Common Stock may be significantly affected by
factors such as the announcement and release of new software products or
technological innovations by the Company or its competitors, quarterly
variations in the Company's results of operations and market conditions
in the video game and personal computer software and hardware
industries. Although the Common Stock is quoted on the NASDAQ National
Market System, there has been limited trading in the Common Stock.
There can be no assurance that a more active trading market for the
Common Stock will develop or that the stock price will not be highly
volatile due to limited trading activity.
RIGHTS TO ACQUIRE SHARES PURSUANT TO STOCK OPTIONS AND WARRANTS.
As of July 31, 1995, a total of 2,066,667 shares of the Common Stock
have been reserved for issuance upon exercise of stock options
("Employee Options") granted to the Company's employees under the Stock
Plan, of which Employee Options to purchase 1,631,633 shares of Common
Stock have been granted. Of the Employee Options outstanding as of July
31, 1995, Employee Options to purchase 286,976 shares of Common Stock
are vested and exercisable. In addition, as of July 31, 1995, a total
of 110,000 shares of the Common Stock have been reserved for issuance
upon exercise of stock warrants granted to the Company's non-employee
directors, of which warrants to purchase 50,001 shares of Common Stock
were granted under the Company's 1991 Director Warrant Plan. Of the
warrants outstanding as of July 31, 1995 granted to the non-employee
directors, warrants to purchase 58,752 shares of Common Stock are vested
and exercisable. All outstanding Employee Options and warrants granted
to non-employee directors were granted at exercise prices equal to or
greater than the market value of the Common Stock on the date of the
grant. During the terms of such Employee Options and warrants, the
holders thereof will have the opportunity to profit from an increase in
the market price of the Common Stock with resulting dilution in the
interest of holders of the Common Stock. The existence of such stock
options and warrants may also adversely affect the terms on which the
Company can obtain additional financing, and the holders of such options
and warrants can be expected to exercise such options or warrants at a
time when the Company, in all likelihood, would be able to obtain
additional capital by offering shares of its Common Stock on terms more
favorable to the Company than those provided by the exercise of such
options and warrants.
It should also be noted that in June 1995 the Company's Board of
Directors approved an amendment to the Stock Plan providing for an
increase by 2,000,000 shares of the Common Stock in the maximum number
of shares that may be issued pursuant to award grants made under the
terms of the Stock Plan, raising the total number of shares of Common
Stock reserved for issuance thereunder to 4,066,667 shares (constituting
22.3% of the total shares of the Common Stock outstanding on a fully
diluted basis, assuming the granting of awards for all of the Common
Stock available for issuance under the Stock Plan and the issuance of
such Common Stock upon the exercise thereof and assuming that all
options, rights and warrants for Common Stock currently outstanding are
exercised. The proposed amendment to the Stock Plan will be submitted
to a stockholder vote at the Company's annual meeting of stockholders to
be held in September 1995.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock being offered hereby for the account of the Selling Stockholders.
SELLING STOCKHOLDERS;
The following table sets forth certain information regarding the
beneficial ownership of Common Stock by the Selling Stockholders as of
July 31, 1995, and the number of shares of Common Stock being offered by
this Prospectus.
Beneficial Ownership of Common Stock Number
of Shares
Name and Address of Prior to the Offering (2) of Common Stock
Selling Shareholder(1)Number of Shares Percentage of Class
Being Offered
Brian G. Kelly 574,903(3) 4.0% 176,000
Robert A. Kotick 1,316,211(3) 9.2% 200,000
Howard E. Marks 1,248,118(3) 8.8% 126,000
Keith C. Moore 1,195,078(3) 8.4% 10,000
Barry J. Plaga 85,943(3) 0.6% 5,000
Barbara S. Isgur 34,238(4) * 20,000
Martin J. Raynes 19,584(4) * 20,000
Steven T. Mayer 25,445(4) * 20,000
All Selling Stockholders
as a group 4,462,039 30.8% 577,000
______________________________________
(1) The address for each Selling Stockholder is c/o Activision, Inc.,
11601 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025.
(2) Percent of Class was computed based on 14,183,594 shares of Common
Stock outstanding as of July 31, 1995 and, in each such person's case,
the number of shares of Common Stock issuable upon the exercise of the
warrants or options exercisable within 60 days held by such individual
or, in the case of all Selling Stockholders as a Group, the number of
shares of Common Stock issuable upon the exercise of the warrants or
options exercisable within 60 days held by all such individuals, but
does not include the number of shares of Common Stock issuable upon the
exercise of any other outstanding warrants or options.
(3) Includes (i) 85,000, 31,000, 20,000, 81,000 and 10,000 shares
issuable to Messrs. Kotick, Marks, Moore, Kelly and Plaga, respectively,
upon exercise of options exercisable within 60 days held by each such
individual pursuant to the Stock Plan, (ii) 128,224, 128,224, 128,224,
292,799 and 56,376 shares issuable to Messrs. Kotick, Marks, Moore,
Kelly and Plaga, respectively, upon exercise of currently exercisable
options issued to such individuals as part of the January 1995 merger
with International Consumer Technologies Corporation ("ICT") in exchange
for options to purchase shares of ICT stock previously held by them, and
(iii) with respect to each of Messrs. Kotick and Kelly, 37,481 shares
owned directly by Delmonte Investments, L.L.C., of which each such
individual is a controlling person.
(4) Includes 19,584 shares issuable to each of Ms Isgur and Messrs.
Mayer and Raynes upon exercise of warrants exercisable within 60 days
held by each such individual pursuant to the Company's Director Warrant
Plan.
DESCRIPTION OF COMMON STOCK
COMMON STOCK
The authorized capital stock of the Company consists of 110,000,000
shares of capital stock, $.000001 par value, consisting of 100,000,000
shares of Common Stock and 10,000,000 shares of preferred stock. As of
July 31, 1995, approximately 14,183,594 shares of Common Stock were
outstanding. The Common Stock is listed in the NASDAQ National Market
System under the symbol "ATVI." Prior to its listing on the NASDAQ
National Market System on January 26, 1995, the Common Stock was listed
in the NASDAQ SmallCap Market.
Each outstanding share of Common Stock entitles the holder to one
vote on all matters submitted to a vote of stockholders, including the
election of directors. There is no cumulative voting in the election of
directors, which means that the holders of a majority of the outstanding
shares of Common Stock can elect all of the directors then standing for
election. Subject to preferences which may be applicable to any
outstanding shares of preferred stock, holders of Common Stock are
entitled to such distributions as may be declared from time to time by
directors of the Company out of funds legally available therefor. The
Company has not paid, and has no current plans to pay, dividends on its
Common Stock. The Company intends to retain all earnings for use in its
business.
Holders of Common Stock have no conversion, redemption or preemptive
rights to subscribe to any securities of the Company. All outstanding
shares of Common Stock are fully paid and nonassessable. In the event
of any liquidation, dissolution or winding-up of the affairs of the
Company, holders of Common Stock will be entitled to share ratably in
the assets of the Company remaining after provision for payment of
liabilities to creditors and preferences applicable to outstanding
shares of preferred stock.
The rights, preferences and privileges of holders of Common Stock
are subject to the rights of the holders of any outstanding shares of
preferred stock. As of July 31, 1995, the Company had approximately
5,500 stockholders of record, excluding banks, brokers and depository
companies that are stockholders of record for the account of beneficial
owners.
The transfer agent for the Common Stock of the Company is
Continental Stock Transfer & Trust Company, 2 Broadway, New York, New
York 10004.
TRANSFER RESTRICTIONS
The Company's Certificate of Incorporation includes provisions that
limit transfers of shares of the Common Stock, or options, warrants or
other securities convertible into or exercisable for shares of Common
Stock, to or from persons who, before the transfer, own in excess of
4.75%, or to persons who, after the attempted transfer, would own more
than 4.75%, of the outstanding shares of the Common Stock (the "Transfer
Restrictions"). For purposes of the computation of such percentage, all
outstanding options, warrants and convertible securities of the Company
are deemed to have been exercised or converted. The Transfer
Restrictions do not affect persons who own less than 4.75% of the Common
Stock, or who would own less than 4.75% of the Common Stock after an
acquisition.
The Company has substantial accumulated net operating losses and tax
credit carryforwards that it believes were preserved after its recent
bankruptcy reorganization in 1992 and may be available to reduce future
taxable income, if any, of the Company. These net operating losses and
tax credits could be substantially reduced if a "change in ownership"
within the meaning of Section 382 of the Internal Revenue Code of 1986,
as amended (the "Code") were to take place. The Transfer Restrictions
have been included in the Certificate of Incorporation to seek to ensure
that a "change in ownership" does not take place without consideration
of the circumstances and approval by the Company's Board of Directors
(the "Board").
The Transfer Restrictions terminate on the earlier to occur of (i)
January 10, 1997, (ii) the repeal of Section 382 of the Code (which
provides for reduction or elimination of certain tax benefits upon a
change of ownership), or (iii) the beginning of a taxable year of the
Company to which no Tax Benefits (as defined in the Certificate of
Incorporation) may be carried forward. In addition, the Transfer
Restrictions can be terminated and abandoned, or their imposition
deferred for a reasonable period, if in the opinion of the Board such
action would be in the best interest of the Company and its
stockholders. The Transfer Restrictions can also be waived by the Board
in its discretion upon the request of a transferor or transferee of the
Common Stock. It is likely that the Board would request an opinion or
other advice from tax counsel before granting any such request. The
extension of the Transfer Restrictions from January 10, 1995 to January
10, 1997 was approved by the stockholders at the Annual Meeting of
Stockholders held on January 27, 1995.
In January, 1994, the Company completed a private placement of
Common Stock and a simultaneous recapitalization transaction in which
all then outstanding preferred stock of the Company was either redeemed
or converted into Common Stock. This transaction resulted in a "change
of ownership" of the Company within the meaning of Section 382 of the
Code. The Company does not believe, however, that such change resulted
in the elimination or reduction of any of the Company's accumulated net
operating losses or tax credit carryforwards. As a result of the change
in ownership, however, the ability of the Company to utilize such losses
and credits may be subject to annual limitations.
PLAN OF DISTRIBUTION
Any or all of the Common Stock being offered hereby may be sold from
time to time to purchasers directly by any of the Selling Stockholders
or their respective successors-in-interest. Alternatively, the Selling
Stockholders or their respective successors-in-interest may from time to
time offer the Common Stock through underwriters, dealers or agents who
may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders or their
respective successors-in-interest and/or the purchasers of Common Stock
for whom they may act as agent. The Selling Stockholders or their
respective successors-in-interest, and any such underwriters, dealers or
agents that participate in the distribution of Common Stock, may be
deemed to be underwriters, and any profit on the sale of the Common
Stock by them and any discounts, commissions or concessions received by
them may be deemed to be underwriting discounts and commissions under
the Securities Act. At the time a particular offer of Common Stock is
made, to the extent required, a supplement to this Prospectus will be
distributed which will set forth the terms of the offering, including
the name or names of any underwriters, dealers or agents, the purchase
price paid by any underwriter for Common Stock purchased from the
Selling Stockholders or their respective successors-in-interest and any
discounts, commissions and other items constituting compensation from
the Selling Stockholders or their successors-in-interest and any
discounts, commission or concessions allowed or reallowed or paid to
dealers, including the proposed selling price to the public. The
Company will receive no proceeds from the sale by the Selling
Stockholders or their respective successors-in-interest offered hereby.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock
offered hereby will be passed upon for the Company by Robinson Silverman
Pearce Aronsohn & Berman, 1290 Avenue of the Americas, New York, New
York 10104.
EXPERTS
The audited consolidated financial statements and financial
statement schedules of the Company and its subsidiaries as of March 31,
1995, 1994 and 1993 and for the years ended March 31, 1995, 1994 and
1993 incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended March 31, 1995 have been
audited by Coopers & Lybrand, independent accountants, as stated in
their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OF SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION 2
DOCUMENTS INCORPORATED
BY REFERENCE 2
THE COMPANY 3
INVESTMENT CONSIDERATIONS 3
USE OF PROCEEDS 6
SELLING STOCKHOLDERS 7
DESCRIPTION OF COMMON STOCK 8
PLAN OF DISTRIBUTION 9
LEGAL MATTERS 9
EXPERTS 10
577,000 SHARES
ACTIVISION, INC.
COMMON STOCK
PROSPECTUS
AUGUST 9, 1995
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this amendment to its
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of
California, on August 7, 1995.
ACTIVISION, INC.
By: /s/ Robert A. Kotick
Robert A. Kotick, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Name Title Date
/s/ Robert A. Kotick Chairman of the Board,
(Robert A. Kotick) Chief Executive Officer,
and Director (Principle
Executive Officer) August 7, 1995
/s/ Brian G. Kelly Chief Operating Officer,
(Brian G. Kelly) Chief Financial Officer,
Secretary and Director
(Principle Financial
Officer) August 7, 1995
Vice President and Chief
(Barry J. Plaga) Accounting Officer (Principle
Accounting Officer)
Director
(Barbara S. Isgur)
Director
(Howard E. Marks)
Director
(Steven T. Mayer)
Director
(Martin J. Raynes)
*By:/s/ Robert A. Kotick August 7, 1995
(Robert A. Kotick)
Attorney-in-fact