Filed Pursuant to Rule 424(b)(3)
Registration No. 333-85385
PROSPECTUS SUPPLEMENT
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(To Prospectus dated September 16, 1999)
143,248 Shares
ACTIVISION, INC.
Common Stock
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The stockholders of Activision, Inc. listed in this prospectus
supplement under the section entitled "Selling Stockholders" are offering and
selling up to 143,248 shares of Activision's common stock under this
prospectus supplement.
Certain of the selling stockholders acquired their shares of Activision
common stock in connection with Activision's acquisition on June 29, 1999, of
Elsinore Multimedia, Inc., a Florida based software development company, of
which certain of the selling stockholders were the stockholders of Elsinore.
This prospectus supplement reflects the transfer, by gift, of shares of
Activision common stock from Jill Mark to certain selling stockholders and
sales by various selling stockholders since the date of the Prospectus dated
September 16, 1999.
Activision will not receive any of the proceeds from the sale of shares
being offered by the selling stockholders.
Activision's common stock is traded in the NASDAQ National Market System
under the symbol "ATVI." On December 22, 1999, the last sale price for the
common stock as reported on the NASDAQ National Market System was $14.5625
per share.
No underwriting is being used in connection with this offering of common
stock. The shares of common stock are being offered without underwriting
discounts. The expenses of this registration will be paid by Activision.
Normal brokerage commissions, discounts and fees will be payable by the
selling stockholders.
For a discussion of certain matters that should be considered by
prospective investors, see "Risk Factors" starting on page 2 of the
Prospectus dated September 16, 1999.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the shares of common stock offered
or sold under this prospectus or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is January 4, 2000.
SELLING STOCKHOLDERS
The following table, which sets forth certain information regarding
the beneficial ownership of shares of Activision common stock by the selling
stockholders as of December 21, 1999, and the number of shares of common
stock being offered by this Prospectus Supplement, has been updated from the
table contained in the Prospectus dated September 16, 1999, to include as
selling stockholders certain donees of shares of Activision common stock
previously listed as owned by Jill G. Mark. Such update reflects the (i) and
(ii) sales of shares of Activision common stock by certain selling
stockholders since September 16, 1999, the date of the Prospectus.
Name and Number of
Address of Beneficial Ownership of Common Stock Shares of
Selling Prior to the Offering Common Stock
Stockholder Number of Shares Percentage of Class(1) Being Offered
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Jill G. Mark 43,696 * 43,696
6595 SW 102nd Street
Miami, FL 33156
Robert N. Herrick 81,779 * 81,779
700 Mockingbird Lane
Plantation, FL 33324
The Williston Northampton 6,344 * 6,344
School
19 Payson Avenue
Easthamption, MA 01027
Hare & Co c/o Bank of 1,429 * 1,429
New York as custodian for
Miami Children's Museum
8603 S. Dixie Hwy.,
Suite 205
Miami, FL 33143
All Selling Stockholders
as a group 143,248 * 143,248
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* Less than 1%.
(1) Percentages are based on 25,141,093 shares of common stock that were
issued and outstanding as of December 15, 1999.
The Company entered into a share exchange agreement (the "Acquisition
Agreement"), dated as of June 29, 1999, with Jill G. Mark and Robert N.
Herrick. These individuals were the sole stockholders of Elsinore. Pursuant
to the Acquisition Agreement, these individuals transferred all of their
shares of Elsinore to the Company in exchange for 204,448 shares of the
Company's common stock.
In order to ensure that the representations, warranties and covenants
made by the former Elsinore stockholders under the Acquisition Agreement are
not breached, and in order to provide a source of indemnification to the
Company pursuant to such agreement, each of the former Elsinore stockholders
deposited in escrow pursuant to a warranty escrow agreement ten percent (10%)
of the total number of shares of Common Stock issued to such stockholder in
connection with the transaction, an aggregate of 20,445 shares of Common
Stock, to be held until the earlier of (i) June 29, 2000, (ii) the date on
which the first audited results of the combined enterprises' financial
statements is completed or (iii) the date set forth in a joint written
direction executed by the Company and the former Elsinore stockholders.
In addition, prior to the acquisition of Elsinore by Activision,
Elsinore was party to various licensing and distribution agreements with Head
Games Publishing, Inc., a wholly owned subsidiary of Activision. Other than
such contracts, and the fact that the selling stockholders are employees of
Elsinore, which became a wholly owned subsidiary of the Company in June, 1999
pursuant to the Acquisition Agreement, none of the selling stockholders has
had a material relationship with the Company within the past three years.
