<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACTIVISION, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-2606438
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11601 WILSHIRE BOULEVARD
SUITE 1000
LOS ANGELES, CALIFORNIA 90025
(Address of Principal Executive Offices) (Zip Code)
ACTIVISION, INC. 1991 STOCK OPTION AND STOCK AWARD PLAN
(Full title of the plan)
Robert A. Kotick
Chairman of the Board
Activision, Inc.
11601 Wilshire Boulevard
Suite 1000
Los Angeles, California 90025
(310) 473-9200
(Name, address and telephone number of agent for service)
Copies to:
Kenneth L. Henderson, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- - ------------------------------------------------------------------------------
TITLE OF AMOUNT PROPOSED AGGREGATE
AMOUNT OF
SECURITIES TO TO BE MAXIMUM OFFERING REGISTRATION
BE REGISTERED REGISTERED PRICE PER PRICE(1) FEE
SHARE (1)
- - ------------------------------------------------------------------------------
Common Stock,
par value
$.000001 2,000,000(2) $13.875 $27,750,000 $9,568.97
per share
--------------------------------------------------------------------------
<FN>
(1) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rules 457(c) and (h), the Proposed Maximum Offering Price Per Share
and the Proposed Maximum Aggregate Offering Price are computed on the basis of
the average of the high and low prices for such security on September 23, 1996,
as reported on the NASDAQ National Market.
(2) The shares covered by this Registration Statement represent the underlying
the stock options, restricted stock, deferred stock, stock appreciation rights
and other stock-based awards to be granted to registrant under its 1991 Stock
Option and Stock Award Plan.
</TABLE>
</PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Activision, Inc., a Delaware corporation,
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by reference:
1 Annual Report on Form 10-K for the year ended March 31, 1996.
2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
3. Proxy Statement dated August 1, 1996.
4. Registration Statement on Form S-8, Registration No. 33-48411.
5. Registration Statement on Form S-8, Registration No. 33-63638.
6. Registration Statement on Form S-8, Registration No. 33-91074.
7. Registration Statement on Form S-8, Registration No. 33-63638.
8. Post-Effective Amendment No. 1 to Registration Statement on Form
S-8, Registration No. 33-48411.
9. Post-Effective Amendment No. 2 to Registration Statement on Form
S-8, Registration No. 33-48411.
10. Post-Effective Amendment No. 1 to Registration Statement on Form
S-8, Registration No. 33-63638.
11. Post-Effective Amendment No. 1 to Registration Statement on Form
S-8, Registration No. 33-91074.
All documents filed subsequent to the filing date of this Registration
Statement with the Commission by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered by this Registration Statement have been sold or which
de-registers all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequent filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such prior statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement, except as indicated herein.
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<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL"),
paragraph B of Article SIXTH of the Company's Amended and Restated Certificate
of Incorporation and paragraph 5 of Article VII of the Company's By-laws provide
for the indemnification of the Company's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act").
Paragraph B of Article SIXTH of the Amended and Restated Certificate
of Incorporation provides mandatory indemnification rights to any officer or
director of the Company who, by reason of the fact that he or she is an officer
or director of the Company, is involved in a legal proceeding of any nature.
Such indemnification rights shall include reimbursement for expenses incurred by
such officer or director in advance of the final disposition of such proceeding
in accordance with the applicable provisions of the DGCL. Paragraph 5 of
Article VII of the Company's By-laws currently provide that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
DGCL.
Paragraph A of Article SIXTH of the Amended and Restated Certificate
of Incorporation contains a provision which eliminates the personal liability of
a director to the Company and its stockholders for certain breaches of his or
her fiduciary duty of care as a director. This provision does not, however,
eliminate or limit the personal liability of a director (i) for any breach of
such director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the Delaware statutory provision making
directors personally liable, under a negligence standard, for unlawful dividends
or unlawful stock repurchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit. This provision offers
persons who serve on the Board of Directors of the Company protection against
awards of monetary damages resulting from negligent (except as indicated above)
and "grossly" negligent actions taken in the performance of their duty of care,
including grossly negligent business decisions made in connection with takeover
proposals for the Company. As a result of this provision, the ability of the
Company or a stockholder thereof to successfully prosecute an action against a
director for a breach of his duty of care has been limited. However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his duty of care.
The Company maintains a directors' and officers' insurance policy
which insures the officers and directors of the Company from any claim arising
out of an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company. In addition, the Company has entered
into indemnification agreements with its officers and directors containing
provisions which are in some respects broader than the specific indemnification
provisions contained in the DGCL. The indemnification agreements require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature) and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified. The Company
believes that these agreements are necessary to attract and retain qualified
persons as directors and officers.
</PAGE>
<PAGE>
It is currently unclear as a matter of law what impact these
provisions will have regarding securities law violations. The Commission takes
the position that indemnification of directors, officers and controlling persons
against liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act and therefore is unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Amended and Restated Certificate of Incorporation of Activision,
Inc., dated October 15, 1992 (incorporated by reference to Exhibit 4.5 to
Mediagenic Inc.'s, predecessor to the Company ("Mediagenic"),
Registration Statement on Form S-8, Registration No. 33-48411).
3.2 Bylaws of Activision, Inc. (incorporated by reference to Exhibit 4.6
to Mediagenic's Registration Statement on Form S-8, Registration No. 33-
48411).
3.3 Agreement and Plan of Merger between Activision, Inc., a California
corporation, and Activision, Inc., a Delaware corporation, as filed with
the Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 4.7 to Mediagenic's Registration Statement on Form S-
8, Registration No. 33-48411).
4.1 Activision, Inc. 1991 Stock Option and Stock Award Plan, as amended
through August 22, 1996.
5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel
to the Company, as to the legality of the Common Stock being registered.
23.1 Consent of Independent Accountants, Coopers & Lybrand L.L.P.
23.2 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP (included
as part of Exhibit 5.1).
24.1 Power of Attorney (included on signature pages).
</PAGE>
<PAGE>
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(a.) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i.) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii.) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration Statement;
and
(iii.) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b.) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c.) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described
under Item 6 above, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on the 24th day of September, 1996.
ACTIVISION, INC.
(the "Company")
By:/s/ Robert A. Kotick
Robert A. Kotick, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Brian G. Kelly as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, post-effective amendments) to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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 of the Board, September 24, 1996
(Robert A. Kotick) Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Brian G. Kelly Chief Operating Officer, September 24, 1996
(Brian G. Kelly) Chief Financial Officer,
Secretary and Director
(Principal Financial Officer)
/s/ Barry G. Plaga Vice President and September 24, 1996
(Barry G. Plaga) Chief Accounting Officer
(Principal Accounting Officer)
/s/ Howard E. Marks Executive Vice President and September 24, 1996
(Howard E. Marks) Director
/s/ Barbara S. Isgur Director September 24, 1996
(Barbara S. Isgur)
/s/ Steven T. Mayer Director September 24, 1996
(Steven T. Mayer)
</PAGE>
<PAGE>
EXHIBIT INDEX
No. Document Page
3.1 Amended and Restated Certificate of
Incorporation of Activision, Inc., *
dated October 15, 1992.
3.2 Bylaws of Activision, Inc. *
3.3 Agreement and Plan of Merger between
Activision, Inc., a California corporation,
and Activision, Inc., a Delaware corporation,
as filed with the Secretary of State of *
the State of Delaware.
4.1 Activision, Inc. 1991 Stock Option and
Stock Award Plan, as amended through
August 22, 1996.
5.1 Opinion of Robinson Silverman Pearce
Aronsohn & Berman LLP, counsel to the Company,
as to the legality of the Common Stock
being registered.
23.1 Consent of Independent Accountants,
Coopers & Lybrand L.L.P.
23.2 Consent of Robinson Silverman Pearce
Aronsohn & Berman LLP (included as part of
Exhibit 5.1)
24.1 Power of Attorney (included on signature
page).
_________________
* Incorporated by reference to the Company's Registration Statement
on Form S-8, Registration No. 33-48411.
</PAGE>
<PAGE>
EXHIBIT 4.1
ACTIVISION, INC.
1991 STOCK OPTION AND STOCK AWARD PLAN
SECTION 1. PURPOSE OF THE PLAN. The purpose of the 1991 Stock Option and
Stock Award Plan (the "Plan") is to aid Activision, Inc. (the "Corporation") and
its subsidiaries in securing and retaining officers and other key employees of
outstanding ability and to motivate such employees to exert their best efforts
on behalf of the Corporation and its subsidiaries. In addition, the Corporation
expects that it will benefit from the added interest which the respective
optionees and participants will have in the welfare of the Corporation as a
result of their ownership or increased ownership of the Common Stock of the
Corporation.
SECTION 2. ADMINISTRATION. (a) The Board of Directors of the
Corporation (the "Board") shall designate a Committee of not less than two
Directors (the "Committee") who shall serve at the pleasure of the Board. No
member of the Committee shall be eligible to participate in the Plan while
serving on the Committee, and each member of the Committee shall be a
"Disinterested Person" as defined under Rule 16b-3 under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). The Committee shall have
full power and authority, subject to such resolutions not inconsistent with the
provisions of the Plan as may from time to time be issued or adopted by the
Board (provided the majority of the Board acting on the matter are Disinterested
Persons), to grant to eligible employees pursuant to the provisions of the Plan:
(i) stock options to purchase shares, (ii) stock appreciations rights,
(iii) restricted stock, (iv) deferred stock, or (v) any other Stock-based awards
permitted hereunder (each of the foregoing being an "AWARD" and collectively,
the "AWARDS"). The Committee shall also interpret the provisions of the Plan
and any AWARD issued under the Plan (and any agreements relating thereto) and
supervise the administration of the Plan.
(b) The Committee shall: (i)Eselect the officers and other key employees
of the Corporation and its subsidiaries to whom AWARDS may from time to time be
granted hereunder; (ii)Edetermine whether incentive stock options (under Section
422 of the Internal Revenue Code of 1986, as the same may be amended from time
to time, hereinafter referred to as the "Code"), nonqualified stock options,
stock appreciation rights, restricted stock, deferred stock, or other Stock-
based awards, or a combination of the foregoing, are to be granted hereunder;
(iii)Edetermine the number of shares to be covered by each AWARD granted
hereunder; (iv)Edetermine the terms and conditions, not inconsistent with the
provisions of the Plan, of any AWARD granted hereunder (including but not
limited to any restriction and forfeiture condition on such AWARD and/or the
shares of stock relating thereto); (v)Edetermine whether, to what extent and
under what circumstances AWARDS may be settled in cash; (vi)Edetermine whether,
to what extent and under what circumstances stock and other amounts payable with
respect to an AWARD under this Plan shall be deferred either automatically or at
the election of the participant; and (vii)Edetermine whether, to what extent and
under what circumstances options grants and/or other AWARDS under the Plan are
to be made, and operate, on a tandem basis.
(c) All decisions made by the Committee pursuant to the provisions of the
Plan and related orders or resolutions of the Board (as and to the extent
permitted hereunder) shall be final, conclusive and binding on all persons,
including the Corporation, its shareholders, employees and Plan participants.
SECTION 3. STOCK SUBJECT TO THE PLAN. Except as otherwise provided by
this Section 3, the total number of shares of Common Stock of the Corporation
(the "Stock") available for distribution under the Plan is 6,066,667. Such
shares may consist, in whole or in part, of authorized and unissued shares or
treasury shares, except that treasury shares must be used in the case of
restricted stock. If any shares that have been optioned cease to be subject to
option because the option has terminated, expired or been cancelled without
having been exercised, or if any shares subject to any restricted stock,
deferred stock or other Stock-based award granted hereunder are forfeited or
such award otherwise terminates without the actual or deemed delivery of such
shares, such shares shall again be available for distribution under the Plan.
</PAGE>
<PAGE>
In the event of any merger, reorganization, consolidation, recapitalization,
stock split, stock dividend, extraordinary cash dividend, or other change in
corporate structure affecting the Stock, such adjustment shall be made in the
aggregate number of shares which may be delivered under the Plan, in the number
and/or option price of shares subject to outstanding options granted under the
Plan, and/or in the number of shares subject to restricted stock, deferred
stock, or other Stock-based awards granted under the Plan as may be determined
to be appropriate by the Committee, in its sole discretion; provided that the
number of shares subject to any AWARD shall always be a whole number; and
provided further that, with respect to incentive stock options, no such
adjustment shall be authorized to the extent that such adjustment would cause
the Plan to violate Section 422(b)(1) of the Code or any successor provision
thereto. Such adjusted option price shall also be used to determine the amount
payable by the Corporation upon the exercise of any stock appreciation right
associated with any option. In addition, subject to the limitations provided
in Section 10, the Committee is authorized to make adjustments in the terms and
conditions of, and performance criteria relating to, AWARDS in recognition of
unusual or nonrecurring events (including, without limitation, events described
in this paragraph) affecting the Corporation or the financial statements of the
Corporation, or in response to changes in applicable laws, regulations or
accounting principles.
SECTION 4. ELIGIBILITY.
(a) EMPLOYEES AND OTHERS. Officers, employees, consultants,
representatives and other contractors and agents of the Corporation and its
subsidiaries (but excluding members of the Committee and any person who serves
only as a Director) who are responsible for the management, growth,
profitability and protection of the business of the Corporation and its
subsidiaries are eligible to be granted AWARDS under the Plan. The participants
under the Plan shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, it its
sole discretion, the number of shares covered by each stock option, the number
of stock appreciation rights (if any) granted to each optionee, and the number
of shares (if any) subject to restricted stock, deferred stock or other Stock-
based awards granted to each participant.
(b) TEN PERCENT STOCKHOLDERS. No stock options may be granted under the
Plan to any person who owns, directly or indirectly (within the meaning of
sections 422(b)(6) and 424(d) of the Code), at the time the stock option is
granted, stock possessing more than 10% of the total combined voting power or
value of all classes of stock of the Corporation or any of its subsidiaries,
unless the option prices is at least 110% of the "Fair Market Value" (as defined
below) of the shares subject to the option, determined on the date of the grant,
and the option by its terms is not exercisable after the expiration of five
years from the date such option is granted.
For purposes of the Plan, a subsidiary of the Corporation shall be any
corporation which at the time qualifies as a subsidiary thereof under the
definition of "subsidiary corporation" in Section 424(f) of the Code.
SECTION 5. STOCK OPTIONS. Any stock option granted under the Plan shall
be in such form as the Committee may from time to time approve. Any such option
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall deem desirable. The Committee shall designate
stock options at the time of the grant thereof as either "incentive stock
options" or "nonqualified stock options."
(a) OPTION PRICE. Subject to Section 4(b) hereof, the purchase price per
share of the Stock purchasable under an incentive stock option shall be
determined by the Committee, but will not be less than 100% of the Fair Market
Value of such Stock on the date of the grant of such option. The purchase price
per share of the Stock purchasable under a nonqualified stock option shall be
determined by the Committee, but will not be less than 85% of the Fair Market
Value of such Stock on the date of the grant of such option.
The "Fair Market Value" of a share of Common Stock as of a specified date
shall mean the closing price of a share of stock on the principal securities
exchange on which such shares are traded on the day immediately preceding the
date as of which Fair Market Value is being determined, or on the next preceding
date on which such shares are traded if no shares were traded on such
immediately preceding day; or if the shares are not traded on a securities
exchange, Fair Market Value shall be deemed to be the average of the high bid
and low asked prices of the shares in the over-the-counter market on the day
immediately preceding the date as of which Fair Market Value is being
determined. If the shares are not publicly traded, Fair Market Value shall be
determined by the Committee in its sole discretion using appropriate criteria.
In no case shall Fair Market Value be less than the par value of a share of
Stock.
</PAGE>
<PAGE>
(b) OPTION PERIOD. Subject to Section 4(b) hereof, the term of each
stock option shall be fixed by the Committee, provided, however, no stock option
shall be exercisable after the expiration of 10 years from the date the option
is granted.
(c) EXERCISABILITY. Stock options shall be exercisable at such time or
times as determined by the Committee at or subsequent to grant; provided,
however, all stock options granted hereunder shall be exercisable at the rate of
at least 20% per year over five years from the date such option is granted.
(d) METHOD OF EXERCISE. Stock options may be exercised, in whole or in
part, by giving written notice of exercise to the Corporation specifying the
number of shares to be purchased. Such notice shall be accompanied by payment
in full of the purchase price, either by certified or bank check. The Committee
may, in its sole discretion, authorize payment in whole or in part of the
purchase price to be made in unrestricted stock already owned by the optionee,
or, in the case of a nonqualified stock option, in restricted stock, or deferred
stock subject to an AWARD hereunder (based upon the Fair Market Value of the
Stock on the date the option is exercised as determined by the Committee). The
Committee may authorize such payment at or after grant, except that in the case
of an incentive stock option, any right to make payment in unrestricted stock
already owned must be included in the option at the time of grant. No shares of
Stock shall be issued until full payment therefor has been made. Subject to
paragraph (j) of this SectionE5, an optionee shall have the rights to dividends
or other rights of a shareholder with respect to shares subject to the option
when the optionee has given written notice of exercise, has paid in full for
such shares, and, if requested, has given the representation described in
paragraph (a) of Section 12.
(e) NONTRANSFERABILITY OF OPTIONS. No stock option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution, and such options shall be exercisable, during the optionee's
lifetime, only by the optionee.
(f) TERMINATION BY DEATH. Except to the extent otherwise provided by the
Committee at or after the time of grant, if an optionee's employment by the
Corporation and/or any of its subsidiaries terminates by reason of death, the
stock option may thereafter be exercised, to the extent such stock option was
exercisable at the time of the death of the optionee, by the legal
representative of the estate or by the legatee of the optionee under the will of
the optionee, for a period of six months from the date of such death, unless
earlier terminated pursuant to its terms.
(g) TERMINATION BY REASON OF RETIREMENT OR PERMANENT DISABILITY. Except
to the extent otherwise provided by the Committee at or after the time of grant,
if an optionee's employment by the Corporation and/or any of its subsidiaries
terminates by reason of retirement or permanent disability, any stock option
held by such optionee may thereafter be exercised, to the extent such stock
option was exercisable at the time of the death of the optionee, unless earlier
terminated pursuant to its terms, but may not be exercised after six months from
the date of such termination of employment; provided, however, that if the
optionee dies within such six-month period, any unexercised stock option held by
such optionee shall thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of six months from the date of the
optionee's death, unless earlier terminated pursuant to its term. In the event
of termination of service by reason of retirement or permanent disability, if an
incentive stock option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, the option will thereafter
be treated as a nonqualified stock option.
(h) OTHER TERMINATION. Unless otherwise determined by the Committee at
or after grant, if an optionee's employment terminates for any reason other than
death, permanent disability, or retirement, any stock options held by the
optionee may be exercised by the optionee until 30 days after such termination
to the extent such stock options were exercisable at the time of such
termination, unless earlier terminated pursuant to its term.
</PAGE>
<PAGE>
(i) OPTION BUYOUT. The Committee may at any time offer to repurchase an
option (other than an option which has been held for less than six months by an
optionee who is subject to Section 16 of the Exchange Act) based on such terms
and conditions as the Committee shall establish and communicate to the optionee
at the time that such offer is made; provided, however, if applicable, the
repurchase price must be "reasonable" as determined in accordance with Rule
260.140.41(k) of the California Code of Regulation, Title 10., Ch.3.
(j) FORM OF SETTLEMENT. In its sole discretion, the Committee may
provide, at the time of grant, that the shares to be issued upon an option's
exercise shall be in the form of restricted stock or deferred stock, or may
reserve other than with respect to incentive stock options the right to so
provide after the time of grant.
SECTION 6. STOCK APPRECIATION RIGHTS.
(a) GRANT AND EXERCISE. Stock appreciation rights may be granted in
conjunction with (or, in accordance with Section 9, separate from) all or part
of any stock option granted under the Plan, as follows: (i)Ein the case of a
nonqualified stock option, such rights may be granted either at the time of the
grant of such option or at any subsequent time during the term of the option;
and (ii) in the case of an incentive stock option, such rights may be granted
only at the time of the grant of the option. A "stock appreciation right" is a
right to receive cash or Stock, as provided in this Section 6, in lieu of the
purchase of a share under a related option. A stock appreciation right or
applicable portion thereof shall terminate and no longer be exercisable upon the
termination or exercise of the related stock option, except that a stock
appreciation right granted with respect to less than the full number of shares
covered by a related stock option shall not be reduced until the exercise or
termination of the related stock option exceeds the number of shares not covered
by the stock appreciation right. A stock appreciation right may be exercised by
an optionee, in accordance with paragraph (b) of this Section 6, by surrendering
the applicable portion of the related stock option. Upon such exercise and
surrender, the optionee shall be entitled to receive an amount determined in the
manner prescribed in paragraph (b) of this Section 6. Options which have been
so surrendered, in whole or in part, shall no longer be exercisable to the
extent the related stock appreciation rights have been exercised.
(b) TERMS AND CONDITIONS. Stock appreciation rights shall be subject
to such terms and conditions, not inconsistent with the provisions of the Plan,
as shall be determined from time to time by the Committee, including the
following:
(i) Stock appreciation rights shall be exercisable only at such time
or times and to the extent that the stock options to which they relate
shall be exercisable in accordance with the provisions of Section 5 and
this SectionE6 of the Plan; provided, however, that any such appreciation
right granted subsequent to the grant of the related stock option shall not
be exercisable during the first six months of its term by an optionee who
is subject to Section 16 of the Exchange Act, except that this limitation
shall not apply in the event of death or permanent disability of the
optionee prior to the expiration of the six month period.
(ii) Upon the exercise of a stock appreciation right, an optionee
shall be entitled to receive up to, but no more than, an amount in cash or
whole shares of the Stock as determined by the Committee in its sole
discretion equal to the excess of the Fair Market Value of one share of
Stock over the option price per share specified in the related stock option
multiplied by the number of shares in respect of which the stock
appreciation right shall have been exercised. Each stock appreciation
right may be exercised only at the time and so long as a related option, if
any, would be exercisable or as otherwise permitted by applicable law;
provided, however, that no stock appreciation right granted under the Plan
to a person then subject to Section 16 of the Exchange Act shall be
exercised during the first six months of its term for cash.
(iii) No stock appreciation right shall be transferable by a
participant otherwise than by will or by the laws of descent and
distribution, and stock appreciation rights shall be exercisable, during
the participant's lifetime, only by the participant.
(iv) Upon the exercise of a stock appreciation right, the Stock
option or part thereof to which such stock appreciation right is related
shall be deemed to have been exercised for the purpose of the limitation
of the number of shares of the Stock to be issued under the Plan, as set
forth in Section 3 of the Plan.
(v) Stock appreciation rights granted in connection with the
incentive stock options may be exercised only when the market price of the
Stock subject to the incentive stock option exceeds the option price of the
incentive stock option.
</PAGE>
<PAGE>
SECTION 7. RESTRICTED STOCK.
(a) STOCK AND ADMINISTRATION. Shares of restricted stock may be
issued either alone or in addition to stock options, stock appreciation rights,
deferred stock or other Stock-based awards granted under the Plan. The
Committee shall determine the officers and key employees of the Corporation and
its subsidiaries to whom, and the time or times at which, grants of restricted
stock will be made, the number of shares to be awarded, the time or times within
which such awards may be subject to forfeiture, and all other conditions of the
awards. The provisions of restricted stock awards need not be the same with
respect to each recipient.
(b) AWARDS AND CERTIFICATES. The prospective recipient of an award
of shares of restricted stock shall not, with respect to such award, be deemed
to have become a participant, or to have any rights with respect to such award,
until and unless such recipient shall have executed an agreement or other
instrument evidencing the award and delivered a fully executed copy thereof to
the Corporation, and otherwise complied with the then applicable terms and
conditions.
(i) Each participant shall be issued a stock certificate in respect
of shares of restricted stock awarded under the Plan. Such certificate
shall be registered in the name of the participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award, substantially in the following form:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Activision, Inc. 1991
Stock Option and Stock Award Plan and an Agreement entered into
between the registered owner and Activision, Inc. Copies of such
Plan and Agreement are on file in the offices of Activision, Inc.,
11601 Wilshire Boulevard, Suite 1000, Los Angeles, California
90025."
(ii) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Corporation until the
restrictions thereon shall have lapsed, and shall require, as a condition
of any restricted stock award, that the participant shall have delivered a
stock power, endorsed in blank, relating to the Stock covered by such
award.
(c) RESTRICTIONS AND CONDITIONS. The shares of restricted stock
awarded pursuant to the Plan shall be subject to the following restrictions and
conditions:
(i) Subject to the provisions of this Plan, during a period
set by the Committee commencing with the date of such award (the
"restriction period"), the participant shall not be permitted to sell,
transfer, pledge, or assign shares of restricted stock awarded under
the Plan. Within these limits the Committee may provide for the lapse
of such restrictions in installments where deemed appropriate.
(ii) Except as provided in paragraph (c) of this Section 7,
the participant shall have, with respect to the shares of restricted
stock, all of the rights of a shareholder of the Corporation,
including the right to receive any cash dividends. The Committee, in
its sole discretion, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines,
reinvested in additional restricted stock or otherwise reinvested.
Certificates for shares of unrestricted stock shall be delivered to
the participant promptly after, and only after, the period of
forfeiture shall expire without forfeiture in respect of such shares
of restricted stock.
(iii) Subject to the provisions of paragraph (c)(iv) of this
SectionE7, upon termination of employment for any reason during the
restriction period, all shares still subject to restriction shall be
forfeited by the participant and reacquired by the Corporation.
(iv) In the event of a participant's retirement, permanent
disability, or death, or in cases of special circumstances, the
Committee may, in its sole discretion, when it finds that a waiver
would be in the best interests of the Corporation, waive in whole or
in part any or all remaining restrictions with respect to such
participant's shares of restricted stock.
</PAGE>
<PAGE>
SECTION 8. DEFERRED STOCK AWARDS.
(a) STOCK AND ADMINISTRATION. Awards of the right to receive Stock
that is not to be distributed to the participant until after a specified
deferral period (such AWARD and the deferred stock delivered thereunder
hereinafter as the context shall require, the "deferred stock") may be made
either alone or in addition to stock options, stock appreciation rights, or
restricted stock, or other Stock-based awards granted under the Plan. The
Committee shall determine the officers and key employees of the Corporation and
its subsidiaries to whom and the time or times at which deferred stock shall be
awarded, the number of shares of deferred stock to be awarded to any
participant, the duration of the period (the "Deferral Period") during which,
and the conditions under which, receipt of the Stock will be deferred, and the
terms and conditions of the award in addition to those contained in paragraph
(b) of this SectionE8. In its sole discretion, the Committee may provide for a
minimum payment at the end of the applicable Deferral Period based on a stated
percentage of the Fair Market Value on the date of grant of the number of shares
covered by a deferred stock award. The Committee may also provide for the grant
of deferred stock upon the completion of a specified performance period. The
provisions of deferred stock awards need not be the same with respect to each
recipient.
(b) TERMS AND CONDITIONS. Deferred stock awards made pursuant to
this Section 8 shall be subject to the following terms and conditions:
(i) Subject to the provisions of the Plan, the shares to be
issued pursuant to a deferred stock award may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Deferral
Period or Elective Deferral Period (defined below), where applicable,
and may be subject to a risk of forfeiture during all or such portion
of the Deferral Period as shall be specified by the Committee. At the
expiration of the Deferral Period and Elective Deferral Period, share
certificates shall be delivered to the participant, or the
participant's legal representative, in a number equal to the number of
shares covered by the deferred stock award.
(ii) Amounts equal to any dividends declared during the
Deferral Period with respect to the number of shares covered by a
deferred stock award will be paid to the participant currently, or
deferred and deemed to be reinvested in additional deferred stock or
otherwise reinvested, as determined at the time of the award by the
Committee, in its sole discretion.
(iii) Subject to the provisions of paragraph (b)(iv) of this
Section 8, upon termination of employment for any reason during the
Deferral Period for a given award, the deferred stock in question
shall be forfeited by the participant.
(iv) In the event of the participant's retirement, permanent
disability or death during the Deferral Period (or Elective Deferral
Period, where applicable), or in cases of special circumstances, the
Committee may, in its sole discretion, when it finds that a waiver
would be in the best interests of the Corporation, waive in whole or
in part any or all of the remaining deferral limitations imposed
hereunder with respect to any or all of the participant's deferred
stock.
(v) Prior to completion of the Deferral Period, a participant
may elect to further defer receipt of the award for a specified period
or until a specified event (the "Elective Deferral Period"), subject
in each case to the approval of the Committee and under such terms as
are determined by the Committee, all in its sole discretion.
(vi) Each award shall be confirmed by a deferred stock
agreement or other instrument executed by the Corporation and the
participant.
</PAGE>
<PAGE>
SECTION 9. OTHER STOCK-BASED AWARDS.
(a) STOCK AND ADMINISTRATION. Other awards of the Stock and other
awards that are valued in whole or in part by reference to, or are otherwise
based on the Stock ("Other Stock-based awards"), including (without limitation)
performance shares and convertible debentures, may be granted either alone or in
addition to other AWARDS granted under the Plan. Subject to the provisions of
the Plan, the Committee shall have sole and complete authority to determine the
officers and key employees of the Corporation and/or any of its subsidiaries to
whom and the time or times at which such other Stock-based awards shall be made,
and the number of shares of the Stock to be awarded pursuant to such other
Stock-based awards. The Committee may also provide for the grant of the Stock
upon the completion of a specified performance period. The provisions of other
Stock-based awards need not be the same with respect to each recipient.
(b) TERMS AND CONDITIONS. Other Stock-based awards made pursuant to
this SectionE9 shall be subject to the following terms and conditions:
(i) Subject to the provisions of this Plan, shares or
interests in shares subject to AWARDS made under this SectionE9 may
not be sold, assigned, transferred, pledged or otherwise encumbered
prior to the date on which the shares are issued, or, if later, the
date on which any applicable restriction, performance or deferral
period lapses.
(ii) Subject to the provisions of this Plan and the award
agreement, the recipient of AWARDS under this Section 9 shall be
entitled to receive, currently or on a deferred basis, interest or
dividends or interest or dividend equivalents with respect to the
number of shares or interests therein covered by the AWARDS, as
determined at the time of the AWARDS by the Committee, in its sole
discretion, and the Committee may provide that such amounts (if any)
shall be deemed to have been reinvested in additional Stock or
otherwise reinvested.
(iii) Any AWARDS under this SectionE9 and any Stock covered
by any such award may be forfeited to the extent so provided in the
award agreement, as determined by the Committee, in its sole
discretion.
(iv) In the event of the participant's retirement, permanent
disability or death, or in cases of special circumstances, the
Committee may, in its sole discretion, when it finds that a waiver
would be in the best interests of the Corporation, waive in whole or
in part any or all of the remaining limitations imposed hereunder (if
any) with respect to any or all AWARDS under this SectionE9.
(v) Each AWARD under this SectionE9 shall be confirmed by an
agreement or other instrument executed by the Corporation and by the
participant.
(vi) The Stock or interests therein (including securities
convertible into the Stock) paid or awarded on a bonus basis under
this SectionE9 shall be issued for no cash consideration; the Stock or
interests therein (including securities convertible into the Stock)
purchased pursuant to a purchase right awarded under this Section 9
shall be priced at least (50%) of the Fair Market Value of the Stock
on the date of grant.
(vii) No other Stock-based award in the nature of a purchase
right shall be transferable by the participant otherwise than by will
or by the laws of descent and distribution, and such purchase rights
shall be exercisable during the participant's lifetime only by the
participant.
</PAGE>
<PAGE>
SECTION 10. AMENDMENTS AND TERMINATION. The Board may amend, alter, or
discontinue the Plan, but no amendment, alteration, or discontinuation shall be
made which would impair the rights of an optionee or participant under an AWARD
theretofore granted, without the optionee's or participants' consent, or which
without the approval of the shareholders would:
(a) except as is provided in Section 3 of the Plan, increase the
total number of shares available for the purpose of the Plan.
(b) subsequent to the date of grant decrease the option price of any
stock option;
(c) extend the maximum option period under Section 5(b) of the Plan;
and
(d) otherwise materially increase the benefits accruing to
participants under, or materially modify the requirements as to eligibility
for participation in, the Plan.
The Committee may amend the terms of any AWARD theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any holder without such holder's consent. Notwithstanding the foregoing, the
Board or the Committee may, in its discretion, amend the Plan or terms of any
outstanding AWARD held by a person then subject to SectionE16 of the Exchange
Act without the consent of any holder in order to preserve exemptions under said
Section 16 which are or become available from time to time under rules of the
Securities and Exchange Commission.
SECTION 11. UNFUNDED STATUS OF THE PLAN. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a participant or optionee by the
Corporation, nothing contained herein shall give any such participant or
optionee any rights that are greater than those of a general creditor of the
Corporation. In its sole discretion, the Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver the Stock or payments in lieu of or with respect to AWARDS hereunder;
provided, however, that the existence of such trusts or other arrangements is
consistent with the unfunded status of the Plan.
SECTION 12. GENERAL PROVISIONS.
(a) The Committee may require each participant purchasing shares
pursuant to an AWARD under the Plan to represent to and agree with the
Corporation in writing that such participant is acquiring the shares without a
view to distribution thereof. The certificates for such shares may include any
legend which the Committee deems appropriate to reflect any restrictions on
transfer.
(b) All certificates for shares of Stock delivered under the Plan
pursuant to any AWARD shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other restrictions as the Committee may deem advisable under the rules,
regulations and requirements of the Securities and Exchange Commission, any
stock exchange upon which the Stock is then listed, and any applicable Federal
or state securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.
(c) Recipients of shares of restricted stock, deferred stock and
other Stock-based awards under the Plan (other than options) shall not be
required to make any payment or provide consideration other than the rendering
of services.
(d) AWARDS granted under the Plan may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with, or in
substitution for, any other AWARDS granted under the Plan. If AWARDS are
granted in substitution for other AWARDS, the Committee shall require the
surrender of such other AWARDS in consideration for the grant of the new AWARDS.
AWARDS granted in addition to or in tandem with other AWARDS may be granted
either at the same time as or at a different time from the grant of such other
AWARDS. The exercise price of any option or the purchase price of any other
Stock-based award in the nature of a purchase right:
</PAGE>
<PAGE>
(i) granted in substitution for outstanding AWARDS or in lieu
of any other right to payment by the Corporation shall be the fair
market value of shares at the date such substitute AWARDS are granted
or shall be such Fair Market Value at that date reduced to reflect the
Fair Market Value of the AWARDS or other right to payment required to
be surrendered by the participant as a condition to receipt of the
substitute AWARD; or
(ii) retroactively granted in tandem with outstanding AWARDS
shall be either the Fair Market Value of shares at the date of grant
of later AWARDS of the Fair Market Value of shares at the date of
grant of earlier AWARDS.
(e) Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.
(f) Nothing in the Plan shall confer upon any employee the right to
continue in the employment of the Corporation or any of its subsidiaries or
affect any right that the Corporation or any of its subsidiaries may have to
terminate the employment (or to demote or to exclude from future AWARDS under
the Plan) to any such employee.
(g) A participant shall have no right as a shareholder until he or
she becomes the holder of record.
(h) The Company will provide to its shareholders, at least annually,
reports containing financial statements and management's discussion and analysis
of financial conditions and results of operations.
SECTION 13. TAXES.
(a) If any participant properly elects, within 30 days of the date on
which an AWARD is granted, to include in gross income for Federal income tax
purposes an amount equal to the Fair Market Value (on the date of grant of the
AWARD) of the Stock subject to the AWARD, such participant shall make
arrangements satisfactory to the Committee to pay to the Corporation, in the
calendar quarter of such AWARD, any Federal, state or local taxes required to be
withheld with respect to such shares. If such employee shall fail to make such
tax payments as are required, the Corporation and its subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.
(b) Any participant who does not or cannot make the election
described in paragraph (a) of this SectionE13 with respect to an AWARD, shall,
no later than the date as of which the value of the AWARD first becomes
includible in the gross income of the participant for Federal income tax
purposes, pay to the Corporation, or make arrangements satisfactory to the
Committee regarding payment of, any Federal, state, or local taxes of any kind
required by law to be withheld with respect to the Stock subject to such AWARD
and the Corporation and its subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the participant. Anything contained herein to the contrary
notwithstanding, the Committee may, in its sole discretion, authorize
acceptance of Stock received in connection with the AWARD or option being taxed
or otherwise previously acquired in satisfaction of withholding requirements.
(c) If and to the extent authorized by the Committee, the Corporation
or any of its subsidiaries are authorized to withhold from any distribution of
stock relating to any AWARD granted under the plan, or to receive shares from
the participant, and to pay the value of such stock to the appropriate taxing
authority, in order to satisfy obligations of the participant for the payment of
Federal, state and local taxes in connection with such AWARD (including but not
necessarily limited to amounts required to be withheld by the Corporation).
</PAGE>
<PAGE>
SECTION 14. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective on
the date it is approved by the Board of Directors, but its continuance shall be
subject to the approval, obtained in accordance with Rule 16b-3(b) of the
Securities and Exchange Act of 1934, as amended, of the holders of a majority of
all outstanding shares of Common Stock within twelve months after the date the
Plan is adopted by the Board. Any stock option granted hereunder and exercised
by the optionee before shareholder approval is obtained must be rescinded if
shareholder approval is not obtained within twelve months after the Plan is
adopted by the Board. The shares of Common Stock relating to such stock option
shall not be counted in determining whether shareholder approval is obtained.
SECTION 15. GOVERNING LAW. The validity, construction and effect of the
Plan and any action taken or relating to the Plan shall be determined in
accordance with the laws of the state of California and applicable Federal law.
SECTION 16. TERM OF THE PLAN. No AWARDS shall be granted pursuant to the
Plan after the tenth anniversary of the earlier of either the date the Plan is
adopted by the Board or the date the Plan is approved by the shareholders of the
Corporation as provided for in Section 14 above, but AWARDS theretofore granted
may extend beyond that date.
</PAGE>
<PAGE>
STOCK OPTION CERTIFICATE
(Non-Transferable)
For _______ Shares
Issued Pursuant to the
1991 Stock Option and Stock Award Plan of
ACTIVISION, INC.
THIS CERTIFIES that on ___________, ____ ("issuance date") _____________
(the "Holder") was granted an option (the "Option") to purchase, at the option
price of $_____ per share, all or any part of _______ fully paid and non-
assessable shares ("Shares") of the Common Stock (no par value) of ACTIVISION,
INC., a Delaware corporation (the "Company"), upon and subject to the following
terms and conditions:
1. Terms of the Plan. The Option is granted pursuant to, and is subject
to the terms and conditions of, the 1991 Stock Option and Stock Award Plan of
the Company (the"Plan"), the terms, conditions and definitions of which are
hereby incorporated herein as though set forth at length, and the receipt of a
copy of which the Holder hereby acknowledges by his signature below.
Capitalized terms used herein shall have the meanings set forth in the Plan,
unless otherwise defined herein.
2. Expiration. This Option shall expire ___________, ____ ("expiration
date"), unless earlier terminated in accordance with the terms of the Plan in
the event of the death, retirement, disability, or termination of employment of
the Holder.
3. Exercise. This Option may be exercised or surrendered during the
Holder's lifetime only by the Holder. THIS OPTION SHALL NOT BE TRANSFERABLE BY
THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION.
This Option shall vest and be exercisable as follows:
________________________.
Payment for the Shares purchased pursuant to the exercise of this Option
shall be made in full at the time of the exercise of the Option by one or more
of the following methods: (i) in cash or by check payable to the order of the
Company for the full exercise price, or (ii) by delivery of Shares having a fair
market value (determined in accordance with the Plan as of the date the Option
is exercised) equal to all or part of the exercise price and, if applicable,
cash or a check payable to the order of the Company for any remaining portion of
the purchase price.
</PAGE>
<PAGE>
4. Delivery of Share Certificates. Within a reasonable time after the
exercise of the Option, the Company shall cause to be delivered to the person
entitled thereto a certificate for the Shares purchased pursuant to the exercise
of the Option. If the Option shall have been exercised with respect to less
than all of the Shares subject to the Option, the Company shall also cause to be
delivered to the person entitled thereto a new Option Certificate in replacement
of this Option Certificate if surrendered at the time of the exercise of the
Option, indicating the number of Share with respect to which this Option remains
available for exercise, or this Option Certificate shall be endorsed to give
effect to the partial exercise of the Option.
5. Withholding. In the event that the Holder elects to exercise this
Option or any part thereof, and if the Company or any subsidiary of the Company
shall be required to withhold any amounts by reason of any federal, state or
local tax rules or regulations in respect of the issuance of Shares to the
Holder pursuant to the Option, the Company or such subsidiary shall be entitled
to deduct and withhold such amounts from any payments to be made to the Holder.
In any event, the Holder shall make available to the Company or such subsidiary,
promptly when requested by the Company or such subsidiary, sufficient funds to
meet the requirements of such withholding; and the Company or such subsidiary
shall be entitled to take and authorize such steps as it may deem advisable in
order to have such funds available to the Company or such subsidiary out of any
funds or property due or to become due to the Holder.
6. Reservation of Shares. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of the Option
such number of Shares as shall be required for issuance or delivery upon
exercise hereof.
7. Adjustments. The number of Shares subject to this Option, and the
exercise price, shall be subject to adjustment in accordance with Section 3 of
the Plan.
8. Rights of Holder. Nothing contained herein shall be construed to
confer upon the Holder any right to be continued in the employ of the Company
and/or any subsidiary of the Company or derogate from any right of the Company
an/or a subsidiary to retire, request the resignation of, or discharge the
Holder at any time, with or without cause. The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed herein
and in the Plan and are not enforceable against the Company except to the extent
set forth herein.
9. Exclusion from Pension Computations. By acceptance of the grant of
this Option, the Holder hereby agrees that any income realized upon the receipt
or exercise hereof, or upon the disposition of the Shares received upon its
exercise, is special incentive compensation and shall not be taken into account
as"wages," "salary" or "compensation" in determining the amount of any payment
under any pension, retirement, incentive, profit sharing, bonus or deferred
compensation plan of the Company or any of its subsidiaries or parents.
</PAGE>
<PAGE>
10. Registration; Legend. The Company may postpone the issuance and
delivery of Shares upon any exercise of the Option until (a) the admission of
such Shares to listing on any stock exchange or exchanges on which Shares of the
Company of the same class are then listed and (b) the completion of such
registration or other qualification of such Shares under any state or federal
law, rule or regulation as the Company shall determine to be necessary or
advisable. The Holder shall make such representations and furnish such
information as may, in the opinion of counsel for the Company, be appropriate to
permit the Company, in the light of the then existence or non-existence with
respect to such Shares of an effective Registration Statement under the Act, to
issue the shares in compliance with the provisions of that or any comparable
act.
The Company may cause the following legend to be set forth on each
certificate representing Shares or any other security issued or issuable upon
exercise of the Option unless counsel for the Company is of the opinion as to
any such certificate that such legend is unnecessary:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS
ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.
11. Amendment. The Board of Directors or the Committee may, with the
consent of the Holder, at any time or from time to time amend the terms and
conditions of the Option, and may at any time or from time to time amend the
terms of this Option in accordance with the Plan.
12. Notices. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Company,
at its office at 11601 Wilshire Boulevard, Suite 1000, Los Angeles, California
90025, or at such other address as the Company by notice to the Holder may
designate in writing from time to time; to the Holder, at the address shown
below his signature on this Option Certificate, or at such other address as the
Holder by notice to the Company may designate in writing from time to time.
Notices shall be effective upon receipt.
</PAGE>
<PAGE>
13. Interpretation. A determination of the Committee
as to any questions which may arise with respect to the interpretation of the
provisions of this Option and of the Plan shall be final and binding. The
Committee may authorize and establish such rules, regulations and revisions
thereof not inconsistent with the provisions of the Plan, as it may deem
advisable.
14. Shareholder Approval. The grant and exercise of
this Option is conditioned upon the approval of the Plan by the holders of a
majority of the stock of the Company, in accordance with Section 14 of the Plan,
on or before November 25, 1992. In the event the Plan is not approved by the
shareholders of the Company as aforesaid, the Option will be void and of no
force and effect.
IN WITNESS WHEREOF, the parties have executed this
Option Certificate as of the date set forth below.
ACTIVISION, INC.
By:
-------------------------------------
Dated:
--------------
Attest:
---------------------
ACCEPTED:
- - ----------------------------
Option Holder
- - ----------------------------
Address
- - ----------------------------
City State Zip Code
</PAGE>
<PAGE>
EXHIBIT 5.1
ROBINSON SILVERMAN PEARCE ARONSOHN & BERMAN LLP
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 541-2000
September 24, 1996
Activision, Inc.
11601 Wilshire Boulevard
Suite 1000
Los Angeles, California 90025
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Activision, Inc., a Delaware corporation (the
"Company"), on or about the date hereof with the Securities and Exchange
Commission (the "Commission") in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an additional
2,000,000 shares of the Company's common stock, $.000001 par value per share
(the "Common Stock"), reserved for issuance pursuant to the terms of the
Company's 1991 Stock Option and Stock Award Plan, as amended (the "Plan").
We are familiar with the Amended and Restated Certificate of
Incorporation, as amended, and the By-laws of the Company and have examined
copies of the Plan, the resolutions adopted by the Company's Board of Directors
and actions by the Company's stockholders pertaining to the Plan, and originals
or copies, certified or otherwise identified to our satisfaction, of such other
documents, evidence of corporate action, certificates and other instruments, and
have made such other investigations of law and fact, as we have deemed necessary
or appropriate for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the additional
2,000,000 shares of Common Stock reserved for issuance pursuant to the terms of
the Plan have been duly authorized and, when issued in accordance with the
terms of the Plan and upon payment of the purchase price therefor, will be
validly issued, fully paid and non-assessable.
</PAGE>
<PAGE>
We hereby consent to the use of this opinion in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
ROBINSON SILVERMAN PEARCE
ARONSOHN & BERMAN LLP
</PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Activision, Inc. on Form S-8 of our report dated May 15, 1996, on our audits of
the financial statement and the financial statement schedules of Activision,
Inc. and Subsidiaries as of March 31, 1996 and 1995 and for the three years in
the period ended March 31, 1996, which report is included in the Annual Report
of Activision, Inc. on Form 10-K.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
September 24, 1996
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