SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Activision, Inc.
(Name of Issuer)
Common Stock, $.000001 par value
(Title of Class of Securities)
004930 20 2
(CUSIP Number)
Peter C. Walsh, Esq. - (702) 792-4868
Mirage Resorts, Incorporated
3260 South Industrial Road, Las Vegas, Nevada 89109
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 20, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the statement
_____. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6 Pages
<PAGE>
CUSIP No. 004930 20 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Wynn - ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,000,000
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,000,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
This Amendment No. 1 amends and restates the Schedule 13D, dated
February 9, 1995 (the"Schedule 13D"), of Stephen A. Wynn with
respect to the Common Stock, $.000001 par value, of Activision,
Inc., a Delaware corporation.
Item 1. Security and Issuer.
___________________
Common Stock, $.000001 par value (the "Common Stock"),
of Activision, Inc., a Delaware corporation (the
"Issuer"); 11601 Wilshire Boulevard, Suite 1000, Los
Angeles, California 90025.
Item 2. Identity and Background.
_______________________
(a) Stephen A. Wynn (the "Reporting Person")
(b) P.O. Box 7777
Las Vegas, Nevada 89177
(c) Chairman of the Board, President and Chief
Executive Officer of Mirage Resorts, Incorporated,
3400 Las Vegas Boulevard South, Las Vegas,
Nevada 89109
(d) During the last five years, the Reporting Person
has not been convicted in any criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person
has not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which proceeding he
was or is subject to a judgment, decree or final
order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
_________________________________________________
The Reporting Person acquired the shares of Common
Stock reported herein as being beneficially owned by
him for an aggregate purchase price of approximately
$1,550,000 and the rendering of business consulting
services to a predecessor of the Issuer. All of the
shares acquired for cash were purchased with the
Reporting Person's personal funds.
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<PAGE>
Item 4. Purpose of Transaction.
______________________
The shares of Common Stock beneficially owned by the
Reporting Person were acquired from time to time for
investment purposes. The Reporting Person may purchase
additional shares of Common Stock, in the
over-the-counter market, in privately negotiated
transactions or otherwise, depending upon his
perception of the value of the Common Stock, market
conditions and other factors. The Reporting Person
also reserves the right to dispose of additional shares
of Common Stock in the over-the-counter market, in
privately negotiated transactions or otherwise,
depending on market conditions and other factors and
subject to applicable transfer restrictions imposed by
the Issuer.
Except as set forth above, the Reporting Person has no
current plans or intentions which would result in or
relate to any of the transactions required to be
described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Person reserves the right
to take any action he deems necessary or appropriate
should any event, development or change occur that, in
his opinion, could affect his investment in the Issuer.
Item 5. Interest in Securities of the Issuer.
____________________________________
(a) On the date hereof, the Reporting Person
beneficially owns 1,000,000 shares of Common Stock
(including 91,453 shares which he has the right to
acquire upon the exercise of a currently
exercisable stock option), which represents
approximately 7.0% of the sum of the 14,183,594
shares of Common Stock outstanding at August 14,
1995, as reported by the Issuer, plus the 91,453
shares that the Reporting Person has the right to
acquire.
(b) The Reporting Person has the sole power to vote or
to direct the vote and to dispose or to direct the
disposition of all shares of Common Stock
beneficially owned by him.
(c) On September 20, 1995, the Reporting Person sold
431,940 shares of Common Stock at $19.00 per
share. The sale was effected in a negotiated
transaction to Montgomery Securities, acting as
principal. The Reporting Person received net
proceeds from the sale of $8,206,860. The
Reporting Person effected no other transactions in
the Common Stock during the past 60 days.
(d) No person other than the Reporting Person has the
right to receive or the power to direct the
receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock
beneficially owned by the Reporting Person.
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<PAGE>
(e) The Reporting Person is the beneficial owner of
more than 5% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer.
_______________________________________________________
On December 20, 1994, International Consumer
Technologies Corporation ("ICT"), a Delaware
corporation, granted the Reporting Person a stock
option (the "Option"), pursuant to ICT's 1991 Stock
Option and Stock Award Plan, to purchase 177,597 shares
of common stock of ICT at an exercise price of $0.01
per share. The Option was granted in consideration for
business consulting services rendered by the Reporting
Person to ICT. Effective December 31, 1994, the Option
was amended pursuant to an Amendment to Stock Option
Agreement (the "Amendment"). As so amended, the Option
was exercisable to purchase 104,097 shares of Common
Stock of the Issuer at an exercise price of $0.01 per
share. On September 22, 1995, the Reporting Person
exercised the Option with respect to 12,644 shares of
Common Stock. The Option is currently exercisable to
purchase 91,453 shares of Common Stock and expires on
December 20, 2004. The Stock Option Certificate
pursuant to which the Option was issued, and the
Amendment, were previously filed as Exhibits 1 and 2,
respectively, to the Schedule 13D and are incorporated
herein by this reference.
Effective January 1, 1995, ICT merged with a wholly
owned subsidiary of the Issuer. Pursuant to the merger
agreement, none of the 908,547 shares of Common Stock
received by the Reporting Person as a result of the
merger may be sold or otherwise transferred by the
Reporting Person until January 1, 1998, without the
prior approval of the Issuer's Board of Directors.
Except as disclosed herein, the Reporting Person is not
a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with
respect to any securities of the Issuer, including but
not limited to transfer or voting of any of the
securities, finders' fees, joint ventures, loan or
option agreements, puts or calls, guarantees of
profits, division of profits or losses or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
________________________________
None.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Dated: September 25, 1995
STEPHEN A. WYNN
______________________________
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