Filed Pursuant to Rule 424(b)(3)
Registration No. 333-94509
PROSPECTUS SUPPLEMENT
---------------------
(To Prospectus dated February 4, 2000)
544,670 Shares
ACTIVISION, INC.
Common Stock
_______________________
The stockholders of Activision, Inc. listed in this prospectus
supplement under the section entitled "Selling Stockholders" are offering and
selling up to 544,670 shares of Activision's common stock under the
prospectus dated February 4, 2000, as supplemented by this prospectus
supplement.
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 and sales of common stock that took place prior to the date of
this prospectus supplement.
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 September 22, 2000, the last sale price for the
common stock as reported on the NASDAQ National Market System was $14.625 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.
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 September 25, 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 September 6, 2000, and the number of shares of common
stock being offered, has been updated from the table contained in the
Prospectus dated February 4, 2000, as supplemented on February 17, 2000 and
August 14, 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 and to reflect sales of common
stock that took place prior to the date of this prospectus supplement. 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 Number of Share
Name and Address of Prior to the Offering of Common Stock
Selling Stockholder Number of Shares Percentage of Class(1) Being Offered
------------------- ---------------------------------------- ---------------
Joel J. Jewett 116,400 * 116,400
3435 William Drive
Newbury Park, CA 91320
Michael West 135,125 * 135,125
532 Pier Avenue, #A
Santa Monica, CA 90405
Christopher Ward 65,825 * 65,825
2925 4th Street, #6
Santa Monica, CA 90405
Jason Uyeda 29,710 * 29,710
4326 Yukon Avenue
Simi Valley, CA 93063
Kendall Harrison 28,080 * 26,300
22330 Victory Blvd., #203
Woodland Hills, CA 91367
Noel Hines 22,600 * 19,600
6333 Canoga Avenue, #183
Woodland Hills, CA 91367
David Cowling 18,400 * 18,400
2500 Abbot Kinney Blvd., #10
Venice, CA 90291
Jason Keeney 9,090 * 9,090
1505 Barry Avenue, #110
Los Angeles, CA 90025
Mark Scott 6,730 * 6,700
22101 Erwin St., #P209
Woodland Hills, CA 91367
Chad Findley 8,800 * 8,800
644 N. Spaulding Ave.
Los Angeles, CA 90036
Aaron Cammarata 7,100 * 7,100
637 Penn Ave.
Teaneck, NJ 07666
Silvio Porretta 14,800 * 14,800
1224 Tenth Street, #E
Santa Monica, CA 90401
Johnny Ow 1,940 * 940
3745 Glendon Ave., #111
Los Angeles, CA 90034
Ralph D'Amato 4,700 * 4,700
3171 W. Sierra Drive
Westlake Village, CA 91362
Matt Duncan 5,400 * 5,400
14270 Dickens Street, #1
Sherman Oaks, CA 91423
Ryan J. McMahon 6,000 * 6,000
22036 Collins St., Apt. 203
Woodland Hills, CA 91367
Christopher J. Rausch 6,700 * 6,700
1212 Evergreen Avenue
Fullerton, CA 92835
Darren M. Thorne 9,400 * 9,400
20023 Archwood Street
Winnetka, CA 91306
Christopher Glenn 400 * 400
6333 Canoga Avenue, #175
Woodland Hills, CA 91367
Mark Burton 11,480 * 11,480
5405 Kester Avenue, #207
Sherman Oaks, CA 91411
Scott Pease 20,400 * 20,200
10368 1/2 Ashton Avenue
Los Angeles, CA 90024
Kevin Mulhall 4,700 * 4,700
560 Highview Street
Newbury Park, CA 91320
Alan Flores 1,900 * 1,900
567 Washington Blvd.
Marina Del Rey, CA 90292
Garvin Jesdanun 5,526 * 1,900
1645 Armacost Avenue
Los Angeles, CA 90025
Peter Day 6,700 * 6,700
6 Wells Road
Merrow Park, Guildford
Surrey GU4 7XQ UK
Lisa N. Edmison 1,400 * 1,400
222 Bennett Avenue
Long Beach, CA 90803
David R. Stohl 7,000 * 2,000
14454 Glorietta Drive
Sherman Oaks, CA 91423
All Selling Stockholders
as a group 559,306 2.3% 544,670
____________
* Less than 1%.
(1) Percentages are based on 24,216,533 shares of common stock that were
issued and outstanding as of September 13, 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.
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 the past three years.
