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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 16, 2000
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(June 9, 2000)
ACTIVISION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12699 94-2606438
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3100 Ocean Park Blvd., Santa Monica, CA 90405
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 255-2000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Effective on June 9, 2000, Activision, Inc., a Delaware corporation
(the "Company"), reorganized into a holding company form of organizational
structure, whereby Activision Holdings, Inc., a Delaware corporation
("Activision Holdings"), became the holding company. The new holding company
organizational structure will allow Activision Holdings to manage its entire
organization more effectively and broadens the alternatives for future
financing.
The holding company organizational structure was effected by a
merger conducted pursuant to Section 251(g) of the General Corporation Law of
the State of Delaware (the "Merger"), which provides for the formation of a
holding company structure without a vote of the stockholders of the
constituent corporations. In the Merger, ATVI Merger Sub, Inc., a Delaware
corporation (the "Merger Sub"), merged with and into the Company, with the
Company as the surviving corporation (the "Surviving Corporation"). Prior to
the Merger, Activision Holdings was a direct, wholly-owned subsidiary of the
Company, and Merger Sub was a direct, wholly owned subsidiary of Activision
Holdings and was organized for the purpose of implementing the holding
company organizational structure. Pursuant to the Merger, (i) each issued
and outstanding share of common stock, $.000001 par value per share, of the
Company (including treasury shares) was converted into one share of common
stock, $.000001 par value per share of Activision Holdings, (ii) each issued
and outstanding share of Merger Sub was converted into one share of the
Surviving Corporation's common stock, and Merger Sub's corporate existence
ceased and (iii) all of the issued and outstanding shares of Activision
Holdings owned by the Company were automatically canceled and retired. As a
result of the Merger, the Company became a direct, wholly owned subsidiary of
Activision Holdings.
Immediately following the Merger, the Company changed its name to
Activision Publishing, Inc. and Activision Holdings changed its name to
Activision, Inc. Activision Holdings common stock will trade on The Nasdaq
National Market under the ticker symbol ATVI.
The conversion of shares of the Company's common stock in the
Merger occurred without an exchange of certificates. Accordingly,
certificates formerly representing shares of outstanding common stock of the
Company are deemed to represent the same number of shares of common stock of
Activision Holdings. The change to the holding company structure was tax
free for federal income tax purposes for stockholders.
A copy of the press release further describing the transaction is
attached hereto as Exhibit 99.1.
The Company hereby incorporates by reference the Agreement and Plan
of Merger attached hereto as Exhibit 2.4, Amended and Restated Certificate of
Incorporation of Activision Holdings dated as of June 1, 2000 attached hereto
as Exhibit 2.5, Amended and Restated By-laws of Activision Holdings attached
hereto as Exhibit 2.6, Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Activision Holdings dated as of June 9, 2000
attached hereto as Exhibit 2.7, and the press release attached hereto as
Exhibit 99.1, each made a part hereof, into this Item 5.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following Exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
2.4 Agreement and Plan of Merger dated as of June 9,
2000 among Activision, Inc., Activision Holdings,
Inc. and ATVI Merger Sub, Inc.
2.5 Amended and Restated Certificate of Incorporation of
Activision Holdings dated as of June 1, 2000.
2.6 Amended and Restated By-Laws of Activision Holdings.
2.7 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Activision Holdings
dated as of June 9, 2000.
99.1 Press release issued by the Company on June 16,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACTIVISION, INC.
By: /s/ Brian G. Kelly
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Name: Brian G. Kelly
Title: Co-Chairman
Dated: June 16, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.4 Agreement and Plan of Merger dated as of June 9, 2000
among Activision, Inc., Activision Holdings, Inc. and
ATVI Merger Sub, Inc.
2.5 Amended and Restated Certificate of Incorporation of
Activision Holdings dated as of June 1, 2000.
2.6 Amended and Restated By-Laws of Activision Holdings.
2.7 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Activision Holdings dated
as of June 9, 2000.
99.1 Press release issued by the Company on June 16, 2000.
