UNITED STATES
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) February 7, 2005
(February 7, 2005)
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ACTIVISION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12699 95-4803544
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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)
(310) 255-2000
Registrant's telephone number, including area code
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 7, 2005, Activision, Inc. (the "Company") issued a press
release announcing its financial results for the fiscal quarter ended December
31, 2004. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of the Company, dated February 7, 2005.
Use of Non-GAAP Financial Information
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The Company's press release, and other communications from time to time, include
certain non-GAAP financial measures. A "non-GAAP financial measure" is defined
as a numerical measure of a company's financial performance, financial position
or cash flows that excludes (or includes) amounts that are included in (or
excluded from) the most directly comparable measure calculated and presented in
accordance with GAAP in the Company's financial statements.
The attached press release utilizes a measure of free cash flow. Free cash flow
is defined as operating cash flow less capital expenditures. The Company's
management believes that although free cash flow does not represent the amount
of money available for the Company's discretionary spending because certain
obligations of the Company must be funded out of free cash flow, it nevertheless
provides a useful measure of liquidity for assessing the amount of cash
available for general corporate and strategic purposes after funding operating
activities and capital expenditures, and deferred costs.
In addition, return on invested capital, also included in the attached press
release, is a non-GAAP financial measure. Management defines "return on invested
capital" as net income, less investment income plus tax paid on investment
income. Invested capital is calculated as average total assets (over a trailing
four-quarter period), less average cash and short term investments (over a
trailing four-quarter period), less average non-interest bearing current
liabilities (over a trailing four-quarter period). Management believes that
return on invested capital is useful because it provides investors with
additional useful information for evaluating the efficiency of the Company's
capital deployed in its operations. Return on invested capital does not consider
whether the business is financed with debt or equity, but rather calculates a
return on all capital invested in the business.
The non-GAAP financial measures used by the Company in the attached press
release may not be comparable to similarly titled measures used by other
companies and should not be considered in isolation or as a substitute for
measures of performance or liquidity prepared in accordance with GAAP.
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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.
ACTIVISION, INC.
By:/s/ Ronald Doornink
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Name: Ronald Doornink
Title: President
Date: February 7, 2005
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Activision, Inc., dated February 7, 2005.
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