PROSPECTUS SUPPLEMENT
(To Prospectus dated May 8, 2002)
327,586 Shares
ACTIVISION, INC.
Common Stock
----------------------------
The stockholders of Activision, Inc. listed in this prospectus supplement
under the section entitled "Selling Stockholders" are offering and selling up to
32,759 shares of Activision's common stock under this prospectus.
All of the Selling Stockholders acquired their shares of Activision common
stock in connection with Activision's acquisition on March 26, 2002 of Shaba
Games LLC, a California based console software development company. The Selling
Stockholders were all members of Shaba. This prospectus supplement reflects the
release of certain shares of Activision common stock which had been held in
escrow in order to ensure that the representations, warranties and covenants
made by certain of the Selling Stockholders were not breached and to provide a
source of indemnification.
Activision will not receive any of the proceeds from the sale of shares
being offered by the Selling Stockholders.
Activision's common stock is traded on the Nasdaq National Market under the
symbol "ATVI." The last reported sale price for the common stock on April 2,
2003 was $14.60 per share.
No underwriting is being used in connection with this offering of common
stock. The shares of common stock are being offered without underwriting
discounts. The expenses of this registration will be paid by Activision. Normal
brokerage commissions, discounts and fees will be payable by the Selling
Stockholders.
Activision's principal executive offices are located at 3100 Ocean Park
Boulevard, Santa Monica, California 90405, telephone number (310) 255-2000.
For a discussion of certain matters that should be considered by
prospective investors, see "Risk Factors" starting on page 2 of the Prospectus
dated May 8, 2002.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the shares of common stock offered or
sold under this prospectus or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is April 3, 2003.
SELLING STOCKHOLDERS
The following table reflects the beneficial ownership by the Selling
Stockholders of an additional 32,759 shares of Activision common stock which are
being released from escrow as described below. This table supplements and must
be read in conjunction with the table set forth in the Prospectus dated May 8,
2002.
Name of Selling Stockholder Number of Additional Shares of Common Stock
--------------------------- -------------------------------------------
Christopher Scholz 3,276
Zachary Krefting 3,276
Richard D'Alosisio 3,276
Tom Teuscher 3,276
Scott Werner 3,276
Gerald T. O'Neil 3,276
Scholz Family Trust 13,103
Total 32,759
Activision entered into an agreement and plan of merger (the "Merger
Agreement") with Activision Publishing, Inc., Shaba Acquisition, Inc., Shaba
Games LLC and the Selling Stockholders. The transaction contemplated by the
Merger Agreement was consummated on March 26, 2002.
Pursuant to a warranty escrow agreement an aggregate of 32,759 shares of
common stock, or approximately 10% of the total number of shares of Activision
common stock issued in connection with the merger, were deposited in an escrow
account in connection with the transaction (the "Escrow Shares"). The Escrow
Shares were deposited in order to ensure that the representations, warranties
and covenants by the Selling Stockholders under the Merger Agreement were not
breached and in order to provide a source of indemnification to Activision
pursuant to the Merger Agreement. The Escrow Shares are subject to release from
escrow upon the expiration of the escrow period set forth in the escrow
agreement and are to be issued to the Selling Stockholders to the extent not
used for indemnification. In addition, an aggregate amount of 68,965 shares of
common stock, or approximately 21.05% of the total number of shares of
Activision common stock issued in connection with the merger, have been
deposited in an escrow account (the "Product Escrow Shares"). The Product Escrow
-2-
Shares are subject to release from escrow and issuance to the Selling
Stockholders upon fulfillment of certain software program delivery and ranking
requirements and certain revenue requirements.
This prospectus supplement reflects the release from escrow of all of the
Escrow Shares as a result of the expiration of the escrow period. We will issue
additional prospectus supplements that reflect any future issuances of the
Product Escrow Shares.
Prior to the acquisition of Shaba by Activision, Shaba was a party to
various development agreements with Activision. Other than such contracts and
the fact that the Selling Stockholders were members of Shaba, which became a
wholly owned subsidiary of Activision on March 26, 2002 pursuant to the Merger
Agreement, none of the Selling Stockholders listed above have had a material
relationship with Activision within the past three years.
-3-