Filed Pursuant to Rule 424(b)(3)
Registration No. 333-46425
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 22, 1998)
ACTIVISION, INC.
$60,000,000
6 3/4% Convertible Subordinated Notes Due 2005
3,178,808 Shares of Common Stock
__________________________
This Prospectus Supplement relates to the resale of (i) up to
$60,000,000 aggregate principal amount of 6 3/4% Convertible Subordinated
Notes Due 2005 (the "Notes") of Activision, Inc., a Delaware corporation (the
"Company"), and (ii) up to 3,178,808 shares of Common Stock, $.000001 par
value (the "Common Stock"), of the Company, which are initially issuable upon
conversion of the Notes by any holders thereof (the "Shares" and together
with the Notes, the "Securities"). The Securities may be offered from time
to time for the accounts of holders named herein, in the Prospectus dated
April 22, 1998 (the "Prospectus"), or in additional supplements to the
Prospectus (the "Selling Securityholders"). This Prospectus Supplement
reflects the purchase of Notes by various Selling Securityholders since the
date of the Prospectus.
The Notes are convertible, in whole or in part, at the option of the
Selling Securityholder at any time prior to the close of business on the
business day immediately preceding January 1, 2005, unless previously
redeemed or repurchased, into shares of Common Stock, at a conversion price
of $18.8750 per share (equivalent to a conversion rate of 52.9801 shares per
$1,000 principal amount of Notes), subject to adjustment in certain
circumstances. The Common Stock of Activision, Inc. is traded on the Nasdaq
National Market ("NASDAQ") under the symbol "ATVI." On May 11, 1999, the
last sale price for the Common Stock as reported on NASDAQ was $12.00 per
share.
The Company will not receive any of the proceeds from the sale of the
Securities being offered by the Selling Securityholders. The Securities may
be offered in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. In addition, the
Shares may be offered from time to time through ordinary brokerage
transactions on NASDAQ. See "Plan of Distribution" in the Prospectus. The
Selling Securityholders and any brokers, dealers or agents that participate
with the Selling Securityholders in the distribution of the Notes or Shares
may be deemed to be "Underwriters" within the meaning of the Securities Act,
in which case any commissions received by such brokers-dealers, agents or
underwriters and any profit on the resale of the Notes or Shares purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement is May 13, 1999.
<PAGE>
SELLING SECURITYHOLDERS
The Notes were originally issued by the Company in a private placement
in December 1997 and were resold by the initial purchasers thereof to
qualified institutional buyers (within the meaning of Rule 144A under the
Securities Act) or other institutional accredited investors (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in transactions
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"), and in sales outside the United States to persons other
than U.S. persons in reliance upon Regulation S under the Securities Act.
The Notes and the Common Stock issuable upon conversion thereof that may be
offered pursuant to this Prospectus Supplement will be offered by the Selling
Securityholders.
The following table, which sets forth certain information regarding the
beneficial ownership of Notes by the Selling Securityholders and the number
of shares of Common Stock issuable upon conversion of the Notes as of May 12,
1999, has been updated from the table contained in the Prospectus to include
certain additional Selling Securityholders.
Any or all of the Notes or Shares listed below may be offered for sale
pursuant to this Prospectus Supplement by the Selling Securityholders from
time to time. Accordingly, no estimate can be given as to the amount of the
Notes or Shares that will be held by the Selling Securityholders upon
consummation of any such sales. In addition, the Selling Securityholders
identified below may have sold, transferred or otherwise disposed of all or a
portion of their Notes since the date on which the information regarding
their Notes was provided, in transactions exempt from the registration
requirements of the Securities Act. The table has been prepared based on
information furnished to the Company by or on behalf of the Selling
Securityholders.
Number of Percent-
Percentage Shares of age of
of Shares Common Common
Percent- Into Stock Stock
age of Which the Owned Owned
Notes Notes are Before After
Principal Out- Convert- the the
Amount standing ible Offering Offering
Name of Notes(1) (1) (2) (3) (4)
- ---- ----------- -------- -------- --------- --------
J.P. Morgan & Co. $3,000,000 5.0% 158,940 10,700 *
Incorporated
522 Fifth Avenue
New York, NY 10036
General Motors Employees $1,000,000 1.7% 52,980 0 0%
Domestic Group Pension
Trust
c/o General Motors
Investment
767 Fifth Avenue
16th Floor
New York, NY 10153
Credit Suisse First $9,375,000 15.6% 496,688 0 0%
Boston Corporation
5 World Trade Center
New York, NY 10048
California Public $1,500,000 2.5% 79,470 0 0%
Employees
Retirement System
1001 Marina Village Parkway
Third Floor
Alameda, CA 94501
Seligman Global Horizons $165,000 * 8,741 16,000 *
Fund
c/o J.&W. Seligman & Co.
Incorporated
100 Park Avenue
New York, NY 10017
Seligman Communications $190,000 * 10,066 19,600 *
& Information Portfolio
c/o J.&W. Seligman & Co.
Incorporated
100 Park Avenue
New York, NY 10017
Seligman Communication $10,000,000 17% 529,801 1,000,000 4.4%
& Information Fund
c/o J.&W. Seligman & Co.
Incorporated
100 Park Avenue
New York, NY 10017
Drew University $20,000 * 1,059 0 0%
c/o Bank of New York
Drew University Acct.
#598600
1 Wall Street, 26th Floor
New York, NY 10286
Baptist Health $133,000 * 7,046 0 0%
c/o Nicholas-Applegate
Capital Mgmt.
600 W. Broadway, 32nd Floor
San Diego, CA 92101
Nicholas-Applegate Income $1,900,000 3.2% 100,662 0 0%
& Growth Fund
c/o Nicholas-Applegate
Capital Mgmt.
600 W. Broadway, 32nd Floor
San Diego, CA 92101
Wake Forest University $410,000 * 21,721 0 0%
c/o Nicholas-Applegate
Capital Mgmt.
600 W. Broadway, 32nd Floor
San Diego, CA 92101
Engineers Joint $208,000 * 11,019 0 0%
Pension Fund
c/o Nicholas-Applegate
Capital Mgmt.
600 W. Broadway, 32nd Floor
San Diego, CA 92101
Boston Museum of Fine Arts $56,000 * 2,966 0 0%
c/o Nicholas-Applegate
Capital Mgmt.
600 W. Broadway, 32nd Floor
San Diego, CA 92101
San Diego County $1,729,000 2.9% 91,602 0 0%
Convertible
c/o Nicholas-Applegate
Capital Mgmt.
600 W. Broadway, 32nd Floor
San Diego, CA 92101
San Diego City Retirement $564,000 * 29,880 0 0%
c/o Nicholas-Applegate
Capital Mgmt.
600 W. Broadway, 32nd Floor
San Diego, CA 92101
Oregon Public Employee $2,000,000 3.3% 105,960 0 0%
Retirement Fund
227 West Monroe, Suite 3000
Chicago, IL 60606
Acorn Fund $13,000,000 21.7% 688,741 0 0%
227 West Monroe,
Suite 3000
Chicago, IL 60606
Franklin Investors $4,000,000 6.7% 211,920 0 0%
Securities Trust
- Convertible
Securities Fund
777 Mariners Island Blvd.
7th Floor
San Mateo, CA 94404
FSS - Franklin Small Cap $5,000,000 8.3% 264,900 1,344,600 5.9%
Growth Fund
777 Mariners Island Blvd.
7th Floor
San Mateo, CA 94404
Franklin U.S. Small Cap $100,000 * 5,298 9,900 *
Growth Fund (Canada)
c/o Templeton Management
Limited
1 Adelaide Street East, 27th Fl.
Toronto, Ontario
Canada, M5C 3B8
FSS - Franklin California $3,000,000 5.0% 158,940 390,000 1.7%
Growth Fund
777 Mariners Island Blvd.
7th Floor
San Mateo, CA 94404
Argent Classic $1,500,000 2.5% 79,470 0 0%
Convertible
Arbitrage Fund
(Bermuda) L.P.
10 Queen Stret
Hamilton, Bermuda HMEX
Helix Convertible Opportunities $230,000 * 12,185 0 0%
Fund Ltd.
c/o Helix Investment
Partners L.P.
1930 Century Park West,
Ste. 302
Los Angeles, CA 90067
Common Fund FAO Absolute $50,000 * 2,649 0 0%
Return Fund
c/o Helix Investment
Partners L.P.
1930 Century Park West,
Ste. 302
Los Angeles, CA 90067
Helix Convertibles $100,000 * 5,298 0 0%
Opportunities L.P.
c/o Helix Investment
Partners L.P.
1930 Century Park West,
Ste. 302
Los Angeles, CA 90067
World Wide Transactions $25,000 * 1,324 0 0%
Ltd.
c/o Helix Investment
Partners L.P.
1930 Century Park West,
Ste. 302
Los Angeles, CA 90067
Simpson Group Retirement $50,000 * 2,649 0 0%
Fund
c/o Helix Investment
Partners L.P.
1930 Century Park West,
Ste. 302
Los Angeles, CA 90067
WR Investment Partners L.P. $25,000 * 1,324 0 0%
c/o Helix Investment
Partners L.P.
1930 Century Park West,
Ste. 302
Los Angeles, CA 90067
Shepherd Management $20,000 * 1,059 0 0%
Services
c/o Helix Investment
Partners L.P.
1930 Century Park West,
Ste. 302
Los Angeles, CA 90067
Security Insurance $1,000,000 1.7% 52,980 0 0%
Company of Hartford
9 Farm Springs Road
Farmington, CT 06032
________________
* Less than 1%.
(1) The information set forth herein is as of May 12, 1999 and is based upon
$60.0 million aggregate principal amount of Notes outstanding.
(2) Assumes conversion of the full amount of Notes held by such Selling
Securityholder at the initial conversion price of $18.8750 per share;
such conversion price is subject to adjustment as described under
"Description of Notes - Conversion Rights" in the Prospectus.
Accordingly, the number of Shares issuable upon conversion of the Notes
may increase or decrease from time to time. Fractional shares will not
be issued upon conversion of the Notes; cash will be paid in lieu of
fractional shares, if any.
(3) Does not include the Shares issuable upon conversion of the Notes.
(4) Percentages are based on 22,604,927 shares of Common Stock that were
issued and outstanding as of March 31, 1999 before taking into account
any of the assumed conversions.
The information concerning the Selling Securityholders may change from
time to time. Any material changes will be set forth in one or more
additional supplements to the Prospectus.
Other than their ownership of the Company's securities, none of the
Selling Securityholders has had any material relationship with the Company
within the past three (3) years, other than Credit Suisse First Boston
Corporation, Piper Jaffray, Inc. and UBS Securities LLC, which have acted as
initial purchasers and/or underwriters for the Company.
