PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 2001)
1,073,049 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
1,073,049 shares of Activision's common stock under this prospectus.
All of the Selling Stockholders acquired their shares of Activision common
stock in connection with Activision's acquisition on October 1, 2001 of Treyarch
Invention LLC, a California based console software development company. The
Selling Stockholders were all of the members and certain employees of Treyarch.
This prospectus supplement reflects the release of certain shares of Activision
common stock which had been subject to certain software program delivery and
revenue requirements.
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 on the Nasdaq National Market under the
symbol "ATVI." The last reported sale price for the common stock on July 5, 2002
was $27.23 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.
Activision's principal executive offices are located at 3100 Ocean Park
Boulevard, Santa Monica, California 90405, telephone number (310) 255-2000.
For a discussion of certain matters that should be considered by
prospective investors, see "Risk Factors" starting on page 2 of the Prospectus
dated October 26, 2001.
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 July 9, 2002.
SELLING STOCKHOLDERS
The following table reflects (i) the beneficial ownership by the Selling
Stockholders of an additional 101,635 shares of Activision Common Stock which
had been subject to certain software program delivery and revenue requirements
and (ii) the addition of a donee of 6,750 shares of Activision Common Stock as a
Selling Stockholder. This table supplements and must be read in conjunction with
the table set forth in the Prospectus Supplement dated November 20, 2001, to the
Prospectus dated October 26, 2001.
Number of
Additional Shares
Name of Selling Stockholder of Common Stock
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Aeria, Zach 43
Agraviador, Arnold 928
Akaike, Akihiro 696
Akemann, Peter 14,023
Akopyan, Loudvik 130
Altman, Matt 109
Anderson, Jennifer 43
Andrunas, John 217
Argoud, Doris 279
Baird, Shawn 570
Bare, Jason 2,436
Bendis, Scott 217
Bortoluzzi, Alex 1,829
Bower, Thad 398
Brainerd, Wade 1,412
Burgess, Joel 696
Busic, L. Christian 946
Busse, Christopher 1,445
Bustamante, Sergio 690
Byelay, Dymtro 522
Capistrano, Shawn 3,275
Carlson, Marc 87
Caruso, Mike 130
Chao, James 2,720
Chen, Peter 217
Chien, Tsung-Kuei 696
Cook, David 262
Davis, Wendy 130
DeHart, John 43
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Number of
Additional Shares
Name of Selling Stockholder of Common Stock
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Dharwadkar, Amrit 87
Donlon, Martin 696
Doran, Nicholas 511
Doss, Ian 130
DuBois, Daniel 65
Dumlao, Darwin 217
Dzhavadov, Viacheslav 130
Eastepp, Travis 391
Edelstein, Paul 435
Erdman, Christopher C. 737
Fedasz, Stephen 130
Fiederer, Joerg 217
First Lutheran Church of Venice 6,750
Ford, Tim 130
Fristrom, James 2,138
Giampa, Kristopher 130
Gilman, Sukru 524
Gluck, Florent 522
Goldman, Daniel 217
Grace, Bradley 304
Hayes, Jeff 478
Hosfeld, Ian-Peter 696
Hughes, Patrick 146
Ikeda, Lisa 217
Ishihara, Glenn 53
John, Gregory 1,194
Johnson, Sean 130
Juneau, Jason 174
Krug, Barbara 262
Kwok, Tony 217
Lakshmanan, Srini 610
Lauf, Jonathan 1,000
Lee, Winnie 130
Likeness, Don 14,403
Long, Susan 87
Lydon, John 130
Mailhot, Michel 435
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Number of
Additional Shares
Name of Selling Stockholder of Common Stock
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McMahan, Michael 870
McAlpine, Terri 87
McKesson, Jason 217
Michon, Nick 33
Montague, Mike 217
Moriwaki, Yoshitomo G. 1,887
Morrisroe, Brian 696
Nau, Mark 1,134
Olson, Evan 262
Palmer, Sean 337
Parker, Jeremy 696
Parkinson, Bobby 435
Pasko, Kevin 326
Pavone, Eric 696
Petty, Cameron 174
Probst, Timothy 304
Rakunas, Adam 130
Rappaport, Douglas 522
Rhoades, Matthew 783
Rusch, Matthew 217
Sahuc, Pascal 551
Samonte, Rey 261
Sanchez, Roberto 1,131
Santa Ana, Jake 1,305
Santat, Daniel 174
Santoso, Petrus 261
Sereda, Eduard 348
Smilovitch, Timothy 1,000
Soares, Christopher 1,485
Stanev, Dimiter (Malkia) 304
Steinmann, Eric 13,235
Stone, Erik 174
Swihart, Andrew 130
Tarvin, Derek 130
Taylor, Greg 870
Tolman, Tiffany 115
Tolman, Charles 1,352
Tomatani, Kevin 217
Touevsky, Krassimir 522
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Number of
Additional Shares
Name of Selling Stockholder of Common Stock
--------------------------- -----------------
van Zelm, John 217
Vance, Michael 1,305
Vezina, Jean-Francois (Jeff) 33
Villasenor, Rose 446
Wadey, Charles 348
Whitehead, Paul 174
Zachary, James 1,131
Zamkoff, Jonathan 1,131
All Selling Stockholders as a Group 108,385
Activision entered into an agreement and plan of merger (the "Merger
Agreement") with Activision Publishing Inc., Treyarch Invention LLC
("Treyarch"), Don Likeness, Peter Akemann, Eric Steinmann, Shawn Capistrano and
Eric Steinmann, as representative of the persons listed on Schedule 1 thereto
(the "Members"). The transaction contemplated by the Merger Agreement was
consummated on October 1, 2001.
Pursuant to a warranty escrow agreement an aggregate of 230,988 shares of
Common Stock, or twenty-two percent (22%) of the total number of shares of
Common Stock issued, have been deposited in an escrow account in connection with
the transaction (the "Escrow Shares"). The Escrow Shares have been deposited in
order to ensure that the representations, warranties and covenants made by the
former Treyarch Members under the Merger Agreement are not breached and in order
to provide a source of indemnification to Activision pursuant to the Merger
Agreement. The Escrow Shares are also subject to release from escrow upon
fulfillment of certain software program delivery and ranking requirements and
certain revenue requirements, as described in the Merger Agreement. In addition,
in the event certain of the software program delivery and ranking requirements
are met, certain of the Selling Stockholders are entitled to receive, in
addition to the Escrow Shares, an aggregate of 23,098 shares of Common Stock
(the "Additional Shares").
This prospectus supplement reflects the release from escrow of 92,395
Escrow Shares and the issuance of 9,240 Additional Shares, as a result of the
fulfillment of some of the conditions described above. 138,593 Escrow Shares
remain in escrow, and 13,858 Additional Shares remain to be issued, pending
fulfillment of the conditions described above. We will issue a prospectus
supplement to reflect any increase in the number of Escrow Shares and Additional
Shares offered for sale.
Prior to the acquisition of Treyarch by Activision, Treyarch was a party to
various development agreements with Activision. Other than such contracts and
the fact that the Selling Stockholders are employees of Treyarch, which became a
wholly owned subsidiary of Activision on October 1, 2001 pursuant to the Merger
Agreement, none of the Selling Stockholders has had a material relationship with
Activision within the past three years.
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