View:
=============================================================================
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) July 1, 1998 (June 30, 1998)
ACTIVISION, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-12699 94-2606438
- -----------------------------------------------------------------------------
(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)
=============================================================================
Item 5. Other Events.
Activision, Inc. ("Activision"), a Delaware corporation, and S.B.F.
Services, Limited doing business as Head Games Publishing ("Head Games"), a
Minnesota corporation, entered into an Agreement and Plan of Reorganization
on June 30, 1998, whereby SBF Acquisition Corp., a Minnesota corporation and
wholly owned subsidiary of Activision, would merge with and into Head Games.
Head Games was a privately held entertainment software developer and
publisher based in St. Paul, Minnesota.
Pursuant to the merger, which was completed on June 30, 1998, Head Games
became a wholly owned subsidiary of Activision and Head Games shareholders
received 1,000,000 shares of Common Stock of Activision. The merger was
effected as a tax-free reorganization and will be accounted for as a pooling
of interests.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
2.1 Articles of Merger, with the Plan of Merger annexed thereto,
as filed with the Secretary of State of the State of Minnesota
on June 30, 1998.
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: July 1, 1998
ACTIVISION, INC.
By: /s/ Brian G. Kelly
-----------------------------
Name: Brian G. Kelly
Title: President
Exhibit 2.1
ARTICLES OF MERGER
To the Secretary
of State of the State
of Minnesota
Pursuant to the provisions of the Minnesota Business Corporation
Act, the domestic business corporations named herein do hereby submit the
following Articles of Merger.
1. Annexed hereto and made a part hereof is the Plan of Merger
for merging SBF Acquisition Corp. with and into S.B.F. Services, Limited
(doing business as Head Games Publishing) as approved by resolution adopted
at a meeting by the Board of Directors of SBF Acquisition Corp. on June 29,
1998 and by resolution adopted by the Board of Directors of S.B.F., Services,
Limited on June 29, 1998.
2. With respect to SBF Acquisition Corp. and S.B.F. Services,
Limited, the Plan of Merger was approved in accordance with the provisions of
Section 302A.613 of the Minnesota Business Corporation Act.
3. The effective time and date in the State of Minnesota of the
merger herein provided for shall be 4:30 p.m. on June 30, 1998.
4. This document was prepared by Stefanie Kushner of Robinson
Silverman Pearce Aronsohn & Berman LLP, New York, New York.
5. Following the filing, the endorsed Articles of Merger should
be directed to the following address:
Activision, Inc.
3100 Ocean Park Boulevard
Santa Monica, California 90405
Attention: Lawrence Goldberg
Senior Vice President, Business Affairs
and General Counsel
Executed on June 30, 1998.
S.B.F. Services Limited SBF Acquisition Corp.
By: /s/ Daniel Hammett By: /s/ Lawrence Goldberg
------------------------- ---------------------------
Name: Daniel Hammett Name: Lawrence Goldberg
Title: President Title: Vice President and Secretary
PLAN OF MERGER
PLAN OF MERGER adopted by S.B.F. Services, Limited, a business
corporation organized under the laws of the State of Minnesota and doing
business as Head Games Publishing ("Head Games"), by resolution of its Board
of Directors on June 29, 1998, and adopted by SBF Acquisition Corp., a
business corporation organized under the laws of the State of Minnesota
("SBF"), by resolution of its Board of Directors on June 29, 1998. The names
of the corporations planning to merge are S.B.F. Services, Limited, a
business corporation organized under the laws of the State of Minnesota, and
SBF Acquisition Corp., a business corporation organized under the laws of the
State of Minnesota. The name of the surviving corporation into which SBF
Acquisition Corp. plans to merge is S.B.F. Services, Limited.
i. Head Games and SBF shall, pursuant to the provisions of
the Minnesota Business Corporation Act, be merged with and
into a single corporation, to wit, Head Games Publishing,
Inc., which shall be the surviving corporation at the
effective time and date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and
which shall continue to exist as said surviving corporation
under its present name pursuant to the provisions of the
Minnesota Business Corporation Act. The separate existence of
SBF Acquisition Corp., which is sometimes hereinafter referred
to as the "non-surviving corporation", shall cease at the
effective time and date of the merger in accordance provisions
of the Minnesota Business Corporation Act.
ii. The present Articles of Incorporation of SBF (a copy of
which is attached hereto as Exhibit 1) shall be the Articles
of Incorporation of the surviving corporation and such
Articles of Incorporation shall continue in full force and
effect until amended and changed in the manner prescribed by
the provisions of the Minnesota Business Corporation Act
except that the name of the surviving corporation shall be
"Head Games Publishing, Inc."
iii. The present bylaws of SBF will be the bylaws of the
surviving corporation and will continue in full force and
effect until changed, altered, or amended as therein provided
and in the manner prescribed by the provisions of the
Minnesota Business Corporation Act except that the name of the
surviving corporation shall be "Head Games Publishing, Inc."
iv The directors and officers of SBF in office at the
effective time and date of the merger shall be the members of
the first Board of Directors and the first officers of the
surviving corporation, all of whom shall hold their
directorships and offices until their respective successors
are elected and qualified or until their tenure is otherwise
terminated in accordance with the bylaws of the surviving
corporation.
v. Each issued share of SBF immediately before the effective
time and date of the merger shall be converted into one share
of the surviving corporation. The issued shares of Head Games
shall be canceled and automatically converted into the right
to receive 100 shares of common stock, $.000001 par value per
share of Activision, Inc. (a Delaware corporation that is the
parent and sole shareholder of the non-surviving corporation)
(the "Activision Common Stock"). The aggregate number of
shares of Activision Common Stock issuable in connection with
the merger shall be 1,000,000 shares. The exchange ratio
shall be adjusted to take into account any stock split, stock
dividend, reverse stock split, capital reorganization or
similar transaction affecting the Activision Common Stock or
the capital stock of Head Games the record date for which is
after the date of the adoption of this Plan of Merger and
prior to effective time of the merger.
vi. The Plan of Merger herein made and approved shall be
submitted to the shareholders of the non-surviving corporation
and to the shareholders of the surviving corporation for their
approval or rejection in the manner prescribed by the
provisions of the Minnesota Business Corporation Act.
vii. In the event that the Plan of Merger shall have been
approved by the shareholders entitled to vote of the non-
surviving corporation and by the shareholders entitled to vote
of the surviving corporation in the manner prescribed by the
provisions of the Minnesota Business Corporation Act, the non-
surviving corporation and the surviving corporation hereby
stipulate that they will cause to be executed and filed and/or
recorded any document or documents prescribed by the laws of
the State of Minnesota, and that they will cause to be
performed all necessary acts therein and elsewhere to
effectuate the merger.
viii. The Board of Directors and the proper officers of the
non-surviving corporation and the Board of Directors and the
proper officers of the surviving corporation, respectively,
are hereby authorized, empowered, and directed to do any and
all acts and things, and to make, execute, deliver, file,
and/or record any and all instruments, papers, and documents
which shall be or become necessary, proper, or convenient to
carry out or put into effect any of the provisions of this
Plan of Merger or of the merger herein provided for.