PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 2001)
8,797,979 Shares
ACTIVISION, INC.
Common Stock
This prospectus relates to the resale of up to 8,797,979 shares of our
common stock by certain of our executive officers and directors. See "Selling
Stockholders." Of the shares of common stock being offered in this prospectus,
(i) 3,264,572 shares are issuable to the selling stockholders upon the exercise
of options to purchase common stock issued by us to them pursuant to our 1991
Stock Option and Stock Award Plan, our 1998 Incentive Plan, and/or our 1999
Incentive Plan (the 1991 Stock Option and Stock Award Plan, 1998 Incentive Plan
and 1999 Incentive Plan, collectively, the "Stock Plans "), (ii) 5,165,157
shares are issuable to selling stockholders who are executive officers of ours
upon the exercise of options to purchase common stock issued by us to them
outside of any plan, and (iii) 368,250 shares are issuable to selling
stockholders who are non-employee directors of ours upon the exercise of
warrants to purchase common stock issued by us to them outside of any plan.
The selling stockholders may sell these shares from time to time through
ordinary brokerage transactions in the over-the-counter markets, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale, at
negotiated prices and in certain other ways, as described under "Plan of
Distribution" on page 12 of the prospectus. We will not receive any of the
proceeds from the sale of these shares.
Our common stock is traded on the Nasdaq National Market under the symbol
ATVI. On February 12, 2004 the closing sale price of our common stock as
reported by Nasdaq was $20.14 per share.
Investing in our common stock is speculative and involves a high degree of
risk. See "Risk Factors" beginning on page 2 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities 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 Febraury 13, 2004.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of shares of common stock by the selling stockholders as of January 1,
2004, and the number of shares of common stock being offered by this prospectus.
Beneficial Ownership of Common Stock
Number of
Prior to the Offering (2) Shares
Name and Address of --------------------------------------------- of Common Stock
Selling Stockholder(1) Number of Shares Percentage of Class Being Offered
---------------------- ---------------- ------------------- ---------------
Ronald Doornink 751,874(3) * 751,874
George Rose 49,500(3) * 49,500
Brian G. Kelly 3,354,864(3)(4) * 3,354,864
Robert A. Kotick 3,571,491(3)(4) * 3,571,491
Kenneth Henderson 97,500(3) * 69,375
Barbara S. Isgur 124,500(3) * 124,500
Robert Morgado 146,250(3) * 146,250
Michael Rowe 56,250(3) * 56,250
William Chardavoyne 202,500(3) * 146,250
Kathy Vrabeck 161,250(3) * 110,625
Richard Andrew Steele 90,000(3) * 90,000
All Selling Stockholders
as a group 8,605,979 9.5% 8,470,979
------------------------
* Percent of class less than 1%.
(1) The address for each Selling Stockholder is c/o Activision, Inc., 3100
Ocean Park Boulevard, Santa Monica, California 90405.
(2) Percent of class was computed based on 90,026,834 shares of Common Stock
outstanding as of February 6, 2004 and, in each such person's case, the
number of shares of Common Stock issuable upon the exercise of the warrants
or options exercisable within 60 days held by such individual or, in the
case of all Selling Stockholders as a group, the number of shares of Common
Stock issuable upon the exercise of the warrants or options exercisable
within 60 days held by all such individuals, but does not include the
number of shares of Common Stock issuable upon the exercise of any other
outstanding warrants or options.
(3) Includes (i) 751,874, 49,500, 3,354,864, 3,571,491, 69,375, 124,500,
146,250, 56,250, 146,250, 110,625, 90,000 shares issuable to Messrs.
Doornink, Rose, Kelly, Kotick, Henderson, Ms. Isgur, Morgado, Rowe,
Chardavoyne, Ms. Vrabeck and Steele, respectively, upon exercise of options
exercisable within 60 days held by each such individual pursuant to the
Stock Plans, (ii) 28,125, 56,250 and 50,625 shares issuable to Messrs.
Henderson, Chardavoyne and Ms. Vrabeck, respectively, upon exercise of
options exercisable greater than 60 days held
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by each such individual pursuant to the Stock Plans, (iii) with respect to
Mr. Kotick, 2,205,862 options transferred by him to 1011 Partners LLC of
which Mr. Kotick is a member, and (iv) with respect to each of Messrs.
Kotick and Kelly, 28,111 shares owned directly by Delmonte Investments,
L.L.C., of which each such individual is a member. The amount does not
include (i) with respect to Mr. Kelly, 10,548 shares of stock transferred
by him to an irrevocable trust for the benefit of his minor children, and
(ii) with respect to Mr. Kotick, 91,551 options transferred by him to an
irrevocable trust for the benefit of his minor children.
(4) Includes 2,896,045 and 48,855 shares issuable to each of Messrs. Kelly and
Kotick, respectively, upon exercise of non-plan options held by such
individual outside of any plan, all of which are exercisable within 60
days, respectively.
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