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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) October 13, 1999
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(September 30, 1999)
ACTIVISION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12699 94-2606438
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Activision, Inc., a Delaware corporation ("Activision" or the
"Company"), and JCM Productions, Inc. dba Neversoft Entertainment
("Neversoft"), a California corporation, entered into an Agreement and Plan
of Reorganization on September 30, 1999, whereby Neversoft Entertainment,
Inc., a Delaware corporation and wholly owned subsidiary of Activision, would
merge with and into Neversoft. Neversoft was a privately held console
software developer based in Los Angeles, California.
Pursuant to the merger, which was completed on September 30, 1999,
Neversoft became a wholly owned subsidiary of Activision and Neversoft
shareholders received approximately 700,000 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.
The shares of Common Stock were issued to the holders of Neversoft
capital stock pursuant to an exemption from registration under the Securities
Act of 1933, as amended. The Company is required to use its reasonable best
efforts to file with the Securities and Exchange Commission, as soon as
practicable, a registration statement covering such shares for resale by the
holders thereof. A portion of the shares of Common Stock issued to the
Neversoft stockholders are held in escrow subject to a warranty escrow
agreement to satisfy potential warranty claims.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release issued by Activision dated October 4, 1999,
announcing the acquisition of Neversoft.
SIGNATURES
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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: October 12, 1999
ACTIVISION, INC.
By: /s/ Lawrence Goldberg
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Name: Lawrence Goldberg
Title: Executive Vice President
FOR IMMEDIATE RELEASE
For Information Contact:
Maryanne Lataif
VP, Corporate Communications
Activision, Inc.
(310) 255-2704
mlataif@activision.com
ACTIVISION ACQUIRES NEVERSOFT ENTERTAINMENT
Leading Developer Further Bolsters Activision's Console Position
Santa Monica, CA - October 4, 1999 -- Activision, Inc. (Nasdaq: ATVI) today
announced that it has acquired Neversoft Entertainment, a leading console
software developer headquartered in Los Angeles, CA.
The acquisition reinforces Activision's status as a major console game
developer and strongly positions the company to take full advantage of the
next generation of console game systems. Most recently, Neversoft developed
Activision's Tony Hawk's Pro Skater and Apocalypse and is currently in
production on Spider-Man, which is slated for release in 2000.
Under the terms of the agreement, Neversoft becomes a wholly owned subsidiary
of Activision, Inc., and Neversoft shareholders received approximately
700,000 shares of Activision common stock. The transaction is being effected
on a tax-free basis and accounted for as a pooling of interests.
"This move is consistent with our strategy to acquire industry-leading
developers and the technical and design talent necessary to ensure high-
quality future product flow," states Ron Doornink, President of Activision.
"Neversoft has a proven track record of producing successful games and has
developed one of the industry's strongest console technologies that can
continue to power our growth in the console arena."
"We feel that cementing our relationship with Activision was simply the best
thing we could do for the Neversoft team at this point in the life of the
company," stated Joel Jewett, President of Neversoft Entertainment. "These
guys understand what it takes for a developer to make a great game, and thus
know how to give us the support we need to do that. Looking to the future
and the advent of new technologies, being part of the Activision team will
allow us to turn out the best games we can deliver."
Neversoft was founded in 1994 by Joel Jewett, Mick West and Chris Ward,
veterans in the games industry, and currently maintains two development teams
comprised of industry-leading artists, designers and programmers. The
company has developed strong game engine technologies that can be leveraged
to create compelling interactive entertainment experiences in the action and
sports genres. Neversoft's management team have signed long-term employment
contracts with Activision.
Neversoft Entertainment is dedicated to becoming one of the world's foremost
creators of video game entertainment. Neversoft has developed the intense
action-shooter, Apocalypse, for the PlayStation game console and the highly
acclaimed MDK for the PlayStation game console system.
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 revenues of $436
million for the fiscal year ended March 31, 1999.
Activision maintains operations in the US, Canada, the United Kingdom,
France, Germany, Japan and Australia, The Netherlands and Belgium. More
information about Activision and its products can be found on the company's
World Wide Web site, which is located at http://www.activision.com.
The statements contained in this release that are not historical facts are
"forward-looking statements." 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. These important factors, and other factors that could
affect Activision, are described in the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1999, which was filed with the United
States Securities and Exchange Commission. Readers of this press release are
referred to such filings.
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