Filed Pursuant to Rule 424(b)(3)
Registration No. 333-94509
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 4, 2000)
698,835 Shares
ACTIVISION, INC.
Common Stock
---------------------
The stockholders of Activision, Inc. listed in this prospectus
under the section entitled "Selling Stockholders" are offering and selling up
to 698,835 shares of Activision's common stock under this prospectus.
Certain of the selling stockholders acquired their shares of
Activision common stock in connection with Activision's acquisition on
September 30, 1999, of JCM Productions, Inc. dba Neversoft Entertainment, a
California based console software development company. Such selling
stockholders constituted all of the stockholders of Neversoft prior to the
acquisition. This prospectus supplement reflects the transfer of shares of
Activision common stock from the former Neversoft stockholders to certain
other selling stockholders.
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 February 14, 2000, the last sale price
for the common stock as reported on the NASDAQ National Market System was
$14.375 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 this
Prospectus.
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 February 17, 2000.
<PAGE>
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 February 8, 2000, 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 February 4, 2000, to include as selling
stockholders certain transferees of shares of Activision common stock
previously listed as owned by Joel J. Jewett, Michael West and Christopher
Ward. Such update reflects the transfer of shares of Activision common stock
from the former Neversoft stockholders to certain other selling stockholders.
Beneficial Ownership of Common Stock
Prior to the Offering
-------------------------------- Number of Shares
Name and Address of Percentage of of Common Stock
Selling Stockholder Number of Shares Class(1) Being Offered
- ------------------- ---------------- -------------- ----------------
Joel J. Jewett 159,220 * 159,115
3435 William Drive
Newbury Park, CA 91320
Michael West 157,225 * 157,225
532 Pier Avenue, #A
Santa Monica, CA 90405
Christopher Ward 157,225 * 157,225
2925 4th Street, #6
Santa Monica, CA 90405
Jason Uyeda 26,730 * 26,730
4326 Yukon Avenue
Simi Valley, CA 93063
Kendall Harrison 23,670 * 23,670
22330 Victory Blvd., #203
Woodland Hills, CA 91367
Noel Hines 17,640 * 17,640
6333 Canoga Avenue, #183
Woodland Hills, CA 91367
David Cowling 22,500 * 22,500
2500 Abbot Kinney Blvd., #10
Venice, CA 90291
Jason Keeney 9,090 * 9,090
1505 Barry Avenue, #110
Los Angeles, CA 90025
Mark Scott 6,030 * 6,030
22101 Erwin St., #P209
Woodland Hills, CA 91367
Chad Findley 7,920 * 7,920
1929 N. Argyle Ave., #5
Hollywood, CA 90068
Aaron Cammarata 9,090 * 9,090
500 West 122nd St., Apt. 4D
New York, NY 10027
Silvio Porretta 13,320 * 13,320
1224 Tenth Street, #E
Santa Monica, CA 90401
Johnny Ow 8,460 * 8,460
3745 Glendon Ave., #111
Los Angeles, CA 90034
Ralph D'Amato 4,230 * 4,230
3171 W. Sierra Drive
Westlake Village, CA 91362
Matt Duncan 4,860 * 4,860
14270 Dickens Street, #1
Sherman Oaks, CA 91423
Ryan J. McMahon 5,400 * 5,400
22036 Collins St., Apt. 203
Woodland Hills, CA 91367
Christopher J. Rausch 6,030 * 6,030
1212 Evergreen Avenue
Fullerton, CA 92835
Darren M. Thorne 8,460 * 8,460
20023 Archwood Street
Winnetka, CA 91306
Christopher Glenn 3,600 * 3,600
6333 Canoga Avenue, #175
Woodland Hills, CA 91367
Mark Burton 13,320 * 13,320
5405 Kester Avenue, #207
Sherman Oaks, CA 91411
Scott Pease 18,380 * 18,180
10368 1/2 Ashton Avenue
Los Angeles, CA 90024
Kevin Mulhall 4,230 * 4,230
560 Highview Street
Newbury Park, CA 91320
Alan Flores 1,710 * 1,710
567 Washington Blvd.
Marina Del Rey, CA 90292
Garvin Jesdanun 6,156 * 1,710
1645 Armacost Avenue
Los Angeles, CA 90025
Peter Day 6,030 * 6,030
6 Wells Road
Merrow Park, Guildford
Surrey GU4 7XQ UK
Lisa N. Edmison 1,260 * 1,260
222 Bennett Avenue
Long Beach, CA 90803
David R. Stohl 4,467 * 1,800
14454 Glorietta Drive
Sherman Oaks, CA 91423
All Selling Stockholders
as a group 706,253 * 698,835
____________
* Less than 1%.
(1) Percentages are based on 25,540,813 shares of common stock that were
issued and outstanding as of February 10, 2000.
The Company entered into an agreement and plan of reorganization
(the "Merger Agreement") with Neversoft Entertainment and Joel Jewett,
Michael West and Christopher Ward, who were the sole shareholders of
Neversoft. The transaction contemplated by the Merger Agreement was
consummated on September 30, 1999.
In order to ensure that the representations, warranties and
covenants made by the former Neversoft stockholders under the Merger
Agreement are not breached, and in order to provide a source of
indemnification to Activision pursuant to such agreement, each of the former
Neversoft 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 69,885 shares of Common Stock, to be held until the earlier of (i)
September 30, 2000, (ii) the date on which Activision's auditors complete
their first fiscal year end audit of financial statements containing combined
operations of Activision's and Neversoft's businesses, or (iii) the date set
forth in a joint written direction executed by Activision and the former
Neversoft stockholders.
Prior to the acquisition of Neversoft by Activision, Neversoft was
party to various development agreements with Activision. Other than such
contracts and the fact that the selling stockholders are employees of
Neversoft, which became a wholly owned subsidiary of the Company in September
1999 pursuant to the Merger Agreement, none of the selling stockholders has
had a material relationship with the Company within past three years.
