AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2002.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACTIVISION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4803544
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 OCEAN PARK BOULEVARD
SANTA MONICA, CALIFORNIA 90405
(310) 255-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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RONALD DOORNINK
PRESIDENT
ACTIVISION, INC.
3100 OCEAN PARK BOULEVARD
SANTA MONICA, CALIFORNIA 90405
(310) 255-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Attention: Kenneth L. Henderson, Esq.
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: /X/ 333-74460
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
Common Stock, $.000001 par value(1)......... 750,000 shares $33.40 $25,050,000 $2,304.60(2)
(1) Each share of common stock includes a right to purchase one-hundredth of a
share of Series A Junior Preferred Stock pursuant to a rights agreement
between the registrant and Continental Stock Transfer & Trust Company, as
rights agent.
(2) Pursuant to Rule 457(p) of the Securities Act of 1933, as amended, the
registration fee of $2,304.60 is offset against the $57,141 registration fee
(of which $14,965 remains) that was previously paid to the Commission
relating to 6,900,000 shares of Common Stock previously registered by the
registrant pursuant to its Registration Statement on Form S-3 filed with the
Commission on July 30, 2001 (File No. 333-66280), which Registration
Statement was withdrawn on October 22, 2001, prior to the issuance of any
such shares.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (File No. 333-74460) filed by Activision, Inc. with the Securities
and Exchange Commission on December 4, 2001, which was declared effective by the
Commission on December 13, 2001, including the exhibits thereto and each of the
documents incorporated by reference therein, are incorporated by reference into
this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Reference is made to the attached Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on June 5, 2002.
ACTIVISION, INC.
By: /s/ RONALD DOORNINK
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Ronald Doornink, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
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, Chief Executive Officer and Director June 5, 2002
(Robert A. Kotick)
/s/ BRIAN G. KELLY
---------------------------- Co-Chairman and Director June 5, 2002
(Brian G. Kelly)
/s/ RONALD DOORNINK President, Activision, Inc.; Chief Executive
---------------------------- Officer, Activision Publishing, Inc. (Principal June 5, 2002
(Ronald Doornink) Executive Officer)
/s/ WILLIAM CHARDAVOYNE Executive Vice President and Chief Financial
---------------------------- Officer (Principal Financial and Accounting June 5, 2002
(William Chardavoyne) Officer)
/s/ KENNETH L. HENDERSON
---------------------------- Director June 5, 2002
(Kenneth L. Henderson)
/s/ BARBARA S. ISGUR
---------------------------- Director June 5, 2002
(Barbara S. Isgur)
/s/ STEVEN T. MAYER
---------------------------- Director June 5, 2002
(Steven T. Mayer)
/s/ ROBERT J. MORGADO
---------------------------- Director June 5, 2002
(Robert J. Morgado)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP
as to the legality of securities being registered.
23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
(included as part of Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers LLP.