<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
O R
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-12699
ACTIVISION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2606438
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11601 WILSHIRE BLVD., LOS ANGELES, CA 90025
(Address of principal executive offices) (Zip Code)
(310) 473-9200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court: Yes [ X ] No [ ]
The number of shares of the registrant's Common Stock outstanding as of November
13, 1996 was 13,918,879.
</PAGE>
<PAGE>
ACTIVISION, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1996 (unaudited) and March 31, 1996 3
Condensed Consolidated Statements of Operations for the quarters
and six months ended September 30, 1996 and 1995 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for the
six months ended September 30, 1996 and 1995 (unaudited) 5
Notes to Condensed Consolidated Financial Statements for the
quarter and six months ended September 30, 1996 (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
ACTIVISION, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands except share data)
<CAPTION>
September 30, March 31,
1996 1996
------------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $17,348 $25,288
Accounts receivable, net of allowances
of $6,939 and $7,005 respectively 23,670 19,909
Inventories, net 3,591 2,975
Prepaid software and license royalties 6,369 3,652
Other current assets 1,483 1,183
Deferred income taxes 2,082 1,500
------------------ ------------------
Total current assets 54,543 54,507
Property and equipment, net 4,182 3,326
Prepaid software and license royalties 872 -
Other assets 197 200
Excess purchase price over
identifiable assets acquired, net 18,939 19,580
------------------ ------------------
Total assets $78,733 $77,613
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $6,001 $4,592
Accrued expenses 9,145 9,688
------------------ ------------------
Total current liabilities 15,146 14,280
Other liabilities 324 334
------------------ ------------------
Total liabilities 15,470 14,614
------------------ ------------------
Commitments and contingencies
Shareholders' equity:
Common stock, $.000001 par value,
50,000,000 and 100,000,000 shares
authorized, 14,406,929 and
14,250,180 shares issued and
13,906,929 and 13,750,180
outstanding , respectively
Additional paid-in capital 69,433 67,904
Retained earnings (accumulated deficit) (587) 708
Cumulative foreign currency translation (305) (335)
Less: Treasury stock,
cost of 500,000 shares (5,278) (5,278)
---------------- -----------------
Total shareholders' equity 63,263 62,999
---------------- -----------------
Total liabilities and
shareholders' equity $78,733 $77,613
================ =================
<FN>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>
</PAGE>
<PAGE>
<TABLE>
ACTIVISION, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands except income (loss) per share data)
(Unaudited)
<CAPTION>
Quarter ended Six months ended
September 30, September 30,
------------------------ ------------------------------
1996 1995 1996 1995
----------- ---------- ------------ ---------------
<S> <C> <C> <C> <C>
Net revenues $19,175 $18,848 $26,196 $22,167
Cost of goods sold 5,712 6,743 7,221 8,297
----------- ---------- ------------ ---------------
Gross profit 13,463 12,105 18,975 13,870
----------- ---------- ------------ ---------------
Operating expenses:
Product development 4,607 4,065 9,154 8,644
Sales and marketing 5,406 4,197 9,047 6,090
General and administrative 1,360 1,156 2,589 2,142
Amortization of
intangible assets 321 321 642 642
----------- ---------- ------------ ---------------
Total operating
expenses 11,694 9,739 21,432 17,518
----------- ---------- ------------ ---------------
Operating income (loss) 1,769 2,366 (2,457) (3,648)
Other income:
Interest, net 244 409 556 934
----------- ---------- ------------ ---------------
Income (loss) before income
tax provision (benefit) 2,013 2,775 (1,901) (2,714)
Income tax provision
(benefit) 677 10 (606) 49
----------- ---------- ------------- --------------
Net income (loss) $1,336 $2,765 $(1,295) $(2,763)
=========== ========== ============= ==============
Net income (loss)
per share $ 0.09 $0.18 $(0.09) $(0.19)
=========== ========== ============= =======================
Number of shares used in
computingnet income
(loss) per share 14,551 15,064 13,844 14,193
=========== ========== ============ ========================
</TABLE>
</PAGE>
<PAGE>
<TABLE>
ACTIVISION, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the six months ended September 30,
(in thousands)
Increase (Decrease) in Cash
(UNAUDITED)
<CAPTION>
1996 1995
-------------- ----------------------
<S> <C> <C>
Net cash used in operating activities $(6,875) $(5,230)
-------------- ----------------------
Cash flows from investing activities:
Capital expenditures (1,802) (1,374)
-------------- ----------------------
Net cash used in investing
activities (1,802) (1,374)
-------------- ----------------------
Cash flows from financing activities:
Proceeds from issuance and exercise
of common stock options and warrants 707 126
-------------- ----------------------
Net cash provided by financing
activities 707 126
-------------- ----------------------
Effect of exchange rate changes
on cash 30 (53)
-------------- ----------------------
Net decrease in cash and
cash equivalents (7,940) (6,531)
-------------- ----------------------
Cash and cash equivalents at
beginning of period 25,288 37,355
-------------- ----------------------
Cash and cash equivalents
at end of period $17,348 $30,824
============== ======================
Non-cash investing activities:
Stock issued in exchange
for licensing rights $822 $ -
============== ======================
</TABLE>
</PAGE>
<PAGE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1.BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Activision, Inc. and its subsidiaries. The information furnished
is unaudited and reflects all adjustments which, in the opinion of
management, are necessary to provide a fair statement of the results for the
interim periods presented. The financial statements should be read in
conjunction with the financial statements included in the Company's Annual
Report on Form 10-K for the year ended March 31, 1996.
Certain amounts in the condensed consolidated financial statements have been
reclassified to conform with the current period's presentation. These
reclassifications had no impact on previously reported working capital or
results of operations.
2.INVENTORIES
<TABLE>
Inventories, net comprise (amounts in thousands):
<CAPTION>
September 30, March 31,
1996 1996
<S> <C> <C>
Finished goods $2,529 $2,099
Purchased parts and components 1,062 876
------ ------
$3,591 $2,975
====== ======
</TABLE>
3.SOFTWARE DEVELOPMENT COSTS
Statement of Financial Accounting Standard No. 86, "Accounting for the Costs
of Computer Software to be Sold, Leased, or Otherwise Marketed," provides for
the capitalization of certain software development costs once technological
feasibility is established. The capitalized costs are then amortized on a
straight-line basis over the estimated product life, or on the ratio of
current revenues to total projected revenues, whichever is greater. The
software development costs that have been capitalized to date have been
immaterial.
</PAGE>
<PAGE>
4. REVENUE RECOGNITION
Product Sales: The Company recognizes revenues from the sale of its products
upon shipment. Subject to certain limitations, the Company permits customers
to obtain exchanges within certain specified periods and provides price
protection on certain unsold merchandise. Revenues from product sales are
reflected net of the allowance for returns and price protection.
Software Licenses: For those license agreements which provide the customers
the right to multiple copies in exchange for guaranteed amounts, revenues are
recognized at delivery of the product master or the first copy. Per copy
royalties on sales which exceed the guarantee are recognized as earned.
5.AMORTIZATION OF INTANGIBLE ASSETS
Effective April 1, 1992, the Disc Company, Inc. ("TDC"), a Delaware
corporation and a wholly-owned subsidiary of International Consumer
Technologies Corporation, was merged with and into the Company, with the
Company as the surviving corporation. The excess of the purchase price over
the estimated fair values of the net assets acquired was recorded as an
intangible asset in the amount of $24,417,000. This intangible asset is
being amortized on a straight-line basis over a 20 year period. Amortization
was approximately $305,000 for each of the quarters ended September 30, 1996
and 1995 and $610,000 for each of the six month periods ended September 30,
1996 and 1995. The Company systematically evaluates current and expected
cash flow from operations on a non-discounted basis for the purpose of
assessing the recoverability of recorded intangible assets. Some of the
factors considered in this evaluation include operating results, business
plans, budgets and economic projections. Should such factors indicate that
recoverability might be impaired, the Company would appropriately adjust the
recorded amount of the intangible asset and/or the period over which the
recorded intangible asset is amortized.
6. COMPUTATION OF NET INCOME (LOSS) PER SHARE
The net income (loss) per common share and common equivalent shares for the
quarter and six month periods ended September 30, 1996 and 1995 have been
computed using the weighted average number of common shares and common stock
equivalent shares, unless anti-dilutive, outstanding for each period as
summarized below (000's omitted):
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
Quarter ended Six months ended
September 30, September 30,
-------------------------- ---------------------------
1996 1995 1996 1995
------------- --------- ----------- --------------
<S> <C> <C> <C> <C>
Weighted average common
shares outstanding
during the period 13,891 14,197 13,844 14,193
Common stock equivalent
shares 660 867 - -
------------- --------- ----------- --------------
Shares used in net income
(loss) per share
calculation 14,551 15,064 13,844 14,193
------------- --------- ----------- --------------
<FN>
Common stock equivalent shares consist of outstanding stock options and director
warrants.
</TABLE>
</PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING ITEM 2 ("MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"),
CONTAINS FORWARD LOOKING STATEMENTS REGARDING FUTURE EVENTS OR THE FUTURE
FINANCIAL PERFORMANCE OF THE COMPANY THAT INVOLVE CERTAIN RISKS AND
UNCERTAINTIES DISCUSSED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K UNDER
"CERTAIN CAUTIONARY INFORMATION" ON PAGES 4 TO 8 OF SUCH REPORT. ACTUAL EVENTS
OR THE ACTUAL FUTURE RESULTS OF THE COMPANY MAY DIFFER MATERIALLY FROM ANY
FORWARD LOOKING STATEMENT DUE TO SUCH RISKS AND UNCERTAINTIES.
OVERVIEW
The Company is a diversified international publisher of interactive
entertainment software. The Company develops and publishes entertainment
software for a variety of platforms, including both personal computer CD-ROM
desktop systems, such as the Windows 95 operating system, and videogame set-top
hardware systems, such as the Sony PlayStation and Sega Saturn. The Company
distributes its products worldwide through its direct sales force and, to a
lesser extent, through third party distributors and licensees.
For purposes of the presentation set forth below, net revenues from and
cost of goods sold related to set-top systems consist of sales and costs
relating to all entertainment software products designed by the Company for
operation on a hardware device that is connected to a television set and
displayed on a television screen. Examples of set-top systems include Super
Nintendo Entertainment System ("SNES"), Sega Genesis ("SGS"), Sega Saturn
("Saturn"), Sony PlayStation ("PlayStation"), Atari Jaguar, CD-I and 3DO
Multiplayer. The Company designs products for operation on many of these
systems, and normally it is required to pay a license fee for the right to
create products for a particular system. Net revenues from and cost of goods
sold related to desktop systems consist of sales and costs relating to all
entertainment software products designed by the Company for operation through a
personal computer's operating system software and that is displayed on the
computer's monitor. Examples of computer operating systems include MS-DOS,
Windows and the Macintosh operating systems. The Company generally is not
obligated to pay an operating system license fee for the right to produce
desktop products.
RESULTS OF OPERATIONS
Net Revenues
Net revenues for the quarter and six months ended September 30, 1996
increased $327,000 or 1.7% and $4,029,000 or 18.2%, respectively, from the same
periods last year. These increases in net revenues were primarily due to an
increase in desktop net revenues and OEM net revenues during the current
periods. The increase in desktop net revenues during the current quarter was
attributable to the initial release of "MechWarrior 2: Mercenaries" (Windows 95
CD), "Muppet Treasure Island" (Windows 95/Mac CD), "Time Commando" (Windows 95
CD) and continuing sales of "MechWarrior 2" (Windows 95/Mac CD) and "Zork
Nemesis" (Windows 95/Mac CD). The increase in set-top net revenues during the
current quarter was attributable to the release of "Time Commando" (Sony
PlayStation). The Company expects revenues from set-top systems to grow as a
result of an increase of new releases of CD based set-top products for the
PlayStation and Saturn.
</PAGE>
<PAGE>
Total OEM and licensing net revenues increased during the current quarter
and six month period due to OEM and licensing revenues related to enhanced 3-D
versions of "MechWarrior 2" (Windows 95 CD/Matrox Mystique, S3 Virge and Power
VR), "Time Commando" (Windows 95 CD), "Zork Nemesis" (Windows 95 CD) and
"Spycraft: The Great Game" (Windows 95 CD).
<TABLE>
Net revenues by territory were as follows (amounts in thousands):
<CAPTION>
Quarter Ended September 30, Six Months Ended September 30,
-------------------------------- -----------------------------------
1996 1995 1996 1995
--------------- --------------- --------------- ----------------
% of Net % of Net % of Net % of Net
Amount Revenues Amount Revenues Amount Revenues Amount Revenues
<S> <C> <C> <C> <C> <C> <C> <C> <C>
North America $14,925 77.8% $14,789 78.5% $20,469 78.1% $16,972 76.6%
Europe 2,016 10.5% 1,958 10.4% 2,739 10.5% 2,028 9.1%
Japan 967 5.1% 1,057 5.6% 1,251 4.8% 1,896 8.6%
Australia and
Pacific Rim
1,267 6.6% 1,044 5.5% 1,737 6.6% 1,271 5.7%
------- ------ ------- ----- ------- ----- ------- -----
$19,175 100.0% $18,848 100.0% $26,196 100.0% $22,167 100.0%
======= ====== ======= ====== ======= ====== ======= ======
</TABLE>
<TABLE>
Net revenues by device/medium were as follows (amounts in thousands):
<CAPTION>
Quarter Ended September 30, Six Months Ended September 30,
-------------------------------- ----------------------------------
1996 1995 1996 1995
--------------- --------------- --------------- ----------------
% of Net % of Net % of Net % of Net
Amount Revenues Amount Revenues Amount Revenues Amount Revenues
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Set-top $ 2,270 11.8% $ 2,084 11.1% $ 2,323 8.9% $ 2,769 12.5%
Desktop 16,905 88.2% 16,764 88.9% 23,873 91.1% 19,398 87.5%
------- ------ ------- ------ ------- ------ ------- ------
$19,175 100.0% $18,848 100.0% $26,196 100.0% $22,167 100.0%
======= ====== ======= ====== ======= ====== ======= ======
</TABLE>
</PAGE>
<PAGE>
<TABLE>
Net revenues by distribution channel were as follows (amounts in
thousands):
<CAPTION>
Quarter Ended September 30, Six Months Ended September 30,
-------------------------------- ----------------------------------
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
% of Net % of Net % of Net % of Net
Amount Revenues Amount Revenues Amount Revenues Amount Revenues
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retailer/
Reseller $15,847 82.6% $15,583 82.7% $18,461 70.5% $18,306 82.6%
OEM 2,799 14.6% 936 4.9% 6,292 24.0% 1,005 4.5%
On-line,
licensing
and other 529 2.8% 2,329 12.4% 1,443 5.5% 2,856 12.9%
------- ------ ------- ------ ------- ------ ------- ------
$19,175 100.0% $18,848 100.0% $26,196 100.0% $22,167 100.0%
======= ====== ======= ====== ======= ====== ======= ======
</TABLE>
Cost of Goods Sold
Cost of goods sold related to set-top, desktop and OEM revenues represent
the manufacturing and related costs of computer software and video games.
Manufacturers of the Company's computer software are located in the United
States and Europe and are readily available. Set-top cartridges and CDs are
manufactured by the respective video game console manufacturers, such as Sony,
Nintendo and Sega, who require significant lead time to fulfill the Company's
orders.
Also included in cost of goods sold is royalty expense related to amounts
due to developers, title owners or other royalty participants based on product
sales. Various contracts are maintained with developers, product title owners
or other royalty participants which state a royalty rate and term of agreement,
among other items. Cost of goods sold as a percentage of net revenues decreased
to 29.8% for the quarter ended September 30, 1996 compared to 35.8% for the
quarter ended September 30, 1995. The six month comparative figures also show a
decrease in cost of goods sold as a percentage of net revenues to 27.6% for the
six month period ended September 30, 1996 compared to 37.4% for the six month
period ended September 30, 1995. These decreases are a result of the increase
in the percentage of net revenues attributable to CD-based products and the
increase in OEM net revenues, each of which generate higher gross profit margins
than cartridge based set-top products.
</PAGE>
<PAGE>
Gross Profit
For the quarter ended September 30, 1996, gross profit as a percentage of
net revenues was 70.2% compared to 64.2% for the quarter ended September 30,
1995. Gross profit as a percentage of net revenues increased to 72.4% for the
six months ended September 30, 1996 from 62.6% for the six months ended
September 30, 1995. The increase in gross profit as a percentage of net revenues
during both the current quarter and six month period was due to the increase in
the percentage of net revenues attributable to CD-based products and the
increase in OEM net revenues, each of which generate higher gross profit margins
than cartridge based set-top products.
<TABLE>
Operating Expenses
<CAPTION>
Quarter Ended September 30, Six Months Ended September 30,
------------------------------- --------------------------------
1996 1995 1996 1995
--------------- -------------- --------------- ---------------
% of Net % of Net % of Net % of Net
Amount Revenues Amount Revenues Amount Revenues Amount Revenues
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Product development $ 4,607 24.0% $4,065 21.6% $ 9,154 34.9% $ 8,644 38.9%
Sales and marketing 5,406 28.2% 4,197 22.3% 9,047 34.5% 6,090 27.5%
General and
administrative 1,360 7.1% 1,156 6.1% 2,589 9.9% 2,142 9.7%
Amortization of
intangible assets 321 1.7% 321 1.7% 642 2.5% 642 2.9%
------- ----- ------ ----- ------- ----- ------- -----
$11,694 61.0% $9,739 51.7% $21,432 81.8% $17,518 79.0%
======= ===== ====== ===== ======= ===== ======= =====
</TABLE>
The increase in product development expenses for the quarter and six months
ended September 30, 1996 was due to an overall increase in the number of
products in development, an increase in production costs associated with 3-D
programming technology and continued investment in development for new CD
platforms. Sales and marketing expenses also increased both in amount and as a
percentage of revenues as a result of a worldwide expansion of the sales and
marketing organization needed to manage the Company's increased product release
schedule later in the fiscal year. General and administrative expenses
increased due to an increase in head count related expenses as compared to the
same periods in the prior year.
Other Income (Expense)
Interest income was approximately $244,000 and $556,000 for the quarter and
six months ended September 30, 1996, respectively, compared to approximately
$409,000 and $934,000 for the quarter and six months ended September 30, 1995,
respectively. The decreases were due to a decrease in cash and cash equivalents
during the current fiscal quarter and six month period as compared to the same
periods in the prior year.
</PAGE>
<PAGE>
Income Tax Provision (Benefit)
The income tax provision (benefit) of approximately $677,000 and ($606,000)
for the quarter and six months ended September 30, 1996, respectively, reflects
the Company's expected effective income tax rate for the fiscal year ending
March 31, 1997. The income tax benefit was recorded based on recent operating
history as well as a current assessment that operations will generate taxable
income for the fiscal year. The Company did not record an income tax provision
benefit for the six months ended September 30, 1995 due to the fact that as of
such date, the Company had not yet generated taxable income. Income taxes for
the quarter and six months ended September 30, 1995 represent foreign taxes
withheld, which may be available in the future as tax credits against future tax
liability.
Net Income (Loss)
For the reasons noted above, net income decreased to $1,336,000 for the
quarter ended September 30, 1996 from a net income of $2,765,000 for the same
period of the prior fiscal year. For the six months ended September 30, 1996,
net loss decreased to $1,295,000 from a net loss of $2,763,000 for the same
period of the prior fiscal year.
SEASONALITY
The Company's quarterly operating results have in the past varied
significantly and will likely in the future vary significantly depending on many
factors, some of which are not under the Company's control. For example, net
revenues may be higher during the fourth calendar quarter as a result of
increased demand for consumer software during the year-end holiday buying
season. Net revenues in other quarters can vary significantly as a result of
the timing of new product introductions.
Products are generally shipped as orders are received, and consequently the
Company operates with little or no backlog. Net revenues in any quarter are
therefore substantially dependent on orders booked and shipped in that quarter.
The Company's expense levels are based in large part on the Company's product
development and marketing budgets. The majority of product development and
marketing costs are expensed as incurred, which is often before a product ever
is released. As the Company increases its development and marketing activities,
current expenses will increase and, if sales from previously released products
are below expectations, net income is likely to be disproportionately affected.
Due to all of the foregoing, revenues and operating results for any future
quarter are not predictable with any significant degree of accuracy.
Accordingly, the Company believes that period-to-period comparisons of operating
results are not necessarily meaningful and should not be relied upon as
indications of future performance.
</PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital decreased $0.8 million from March 31, 1996 to
September 30, 1996 as a result of the funding of the Company's expanding
operations and additional capital expenditures. At September 30, 1996, net
accounts receivable and inventories were $27.3 million, an increase of $4.4
million from $22.9 million as of March 31, 1996. The increase is due primarily
to an increase in receivables due from OEM customers. Prepaid royalties
increased as a result of an increase in the number of products being developed
by third party developers as well as an increase in the acquisition of third
party intellectual property rights.
As of September 30, 1996, total accounts payable and accrued liabilities
were approximately $15.1 million versus $14.3 million at March 31, 1996. The
increase at September 30, 1996 is primarily related to the increase in
inventories.
During the six months ended September 30, 1996, the Company invested
approximately $1.8 million in computer hardware and software purchases
required to support the Company's product development efforts and new management
information systems. During fiscal 1997, the Company expects to incur additional
capital expenditures relating to the development of its products and the general
operation of its business. The Company also plans on moving its Los Angeles
headquarters to a new facility early in fiscal 1998.
The Company's principal source of liquidity is $17.3 million in cash and
cash equivalents. The Company uses its working capital to finance ongoing
operations, including acquisitions of inventory and equipment, to fund the
development, production, marketing and selling of new products, and to obtain
intellectual property rights for future products from third parties. Management
believes that the Company's existing capital resources are sufficient to meet
its current operational requirements for the foreseeable future.
The Company's management currently believes that inflation has not had a
material impact on continuing operations.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is party to routine claims and suits brought against it in the
ordinary course of business including disputes arising over the ownership
of intellectual property rights and collection matters. In the opinion of
management, the outcome of such routine claims will not have a material
adverse effect on the Company's business, financial condition or results of
operations.
</PAGE>
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its 1996 Annual Meeting of Stockholders on August 22, 1996
in Los Angeles, California. Four items were submitted to a vote of the
stockholders:
1. The election of five directors to hold office for one year
terms and until their respective successors are elected and have
qualified. All five nominees were recommended by the Board of Directors
and all were elected. Set forth below are the results of the voting for
each director.
<TABLE>
<CAPTION>
For Withheld
<S> <C> <C>
Robert A. Kotick 12,017,146 112,753
Howard E. Marks 12,018,103 111,796
Brian G. Kelly 12,017,697 112,202
Barbara S. Isgur 12,018,130 111,769
Steven T. Mayer 12,017,137 112,762
</TABLE>
2. The adoption of an amendment to the Company's 1991
Stock Option and Stock Award Plan to increase the number of shares of
the Company's Common Stock reserved for issuance thereunder from
4,066,667 to 6,066,667 shares. This proposal was adopted by a vote of
6,828,004 in favor, 2,113,862 against, and 7,177 abstentions.
3. The adoption of the Company's Employee Stock
Purchase Plan and the reservation of 200,000 shares of the Company's
Common Stock for issuance thereunder. This proposal was adopted by a
vote of 9,036,396 in favor, 48,937 against, and 7,929 abstentions.
4. An amendment to the Company's Amended and Restated
Certificate of Incorporation to decrease the Company's authorized
capital stock from 110,000,000 shares, consisting of 100,000,000 shares
of Common Stock and 10,000,000 shares of Preferred Stock, to 55,000,000
shares, consisting of 50,000,000 shares of Common Stock and 5,000,000
shares of Preferred Stock. This proposal was adopted by a vote of
9,114,015 in favor, 19,829 against, and 8,834 abstentions.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
</PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: November 13, 1996
ACTIVISION, INC.
-------------------
(Robert A. Kotick) Chairman, Chief Executive November 13, 1996
Officer (Principal Executive
Officer), President and Director
-------------------
(Brian G. Kelly) Chief Financial and Operating November 13, 1996
Officer and Director
(Principal Financial Officer)
------------------
(Barry J. Plaga) Chief Accounting Officer November 13, 1996
(Principal Accounting Officer)
</PAGE>
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