As filed with the Securities and Exchange Commission on November 3, 2005
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Activision, Inc.
(Exact name of issuer as specified in its charter)
Delaware 95-4803544
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Ocean Park Boulevard
Santa Monica, California 90405
(Address of Principal Executive Offices) (Zip Code)
Activision, Inc. 2002 Employee Stock Purchase Plan for International Employees
(Full title of the plan)
Ronald Doornink
President
Activision, Inc.
3100 Ocean Park Boulevard
Santa Monica, California 90405
(310) 255-2000
(Name, address and telephone number of agent for service)
Copies to:
Kenneth L. Henderson, Esq.
Bryan Cave LLP
1290 Avenue of the Americas
New York, New York 10104
Approximate date of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Title of Each Aggregate Amount of
Class of Securities Amount to be Proposed Maximum Offering Registration
to be Registered Registered Offering Price (1) Price (1) Fee
------------------- ------------ ------------------ ------------ ------------
Common Stock, 400,000 (2) $15.61 $6,244,000 $735
par value $.000001
per share
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(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rules 457(c) and (h), the Proposed Maximum Offering Price Per Share and
the Proposed Maximum Aggregate Offering Price are computed on the basis of
the average of the high and low prices for such security as reported on the
Nasdaq Stock Market on October 31, 2005.
(2) Represents the increase in the maximum number of shares of Common Stock
reserved for issuance under the Registrant's 2002 Employee Stock Purchase
Plan for International Employees (the "Plan"), as adjusted for the 4 for 3
stock split effective October 24, 2005. 2,000,000 shares of Common Stock,
as adjusted for the 3 for 2 stock split effective June 6, 2003, the 3 for 2
stock split effective March 15, 2004, the 4 for 3 stock split effective
March 22, 2005 and the 4 for 3 stock split effective October 24, 2005, have
been previously registered under the Registrant's Registration Statement on
Form S-8 (No. 333-103320) filed February 19, 2003. Pursuant to Rule 416 of
the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable under the options covered
hereby by reason of any stock dividend, stock split, recapitalization,
anti-dilution provisions or other similar transaction effected without the
receipt of consideration that increases the number of the Registrant's
outstanding shares of Common Stock.
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STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 400,000 shares of Common Stock, par
value $.000001 per share, of the Registrant reserved for issuance under the
Registrant's 2002 Employee Stock Purchase Plan for International Employees. The
Company's Board of Directors and shareholders approved this increase. Pursuant
to and as permitted by General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8, File No. 333-103320, including
without limitation, periodic reports that the Registrant filed, or will file,
after such Form S-8 to maintain current information abut the Registrant are
hereby incorporated by reference herein, and the opinions and consents listed in
Item 8 below are attached hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4.1 Activision, Inc. 2002 Employee Stock Purchase Plan for International
Employees (incorporated by reference to Exhibit 4.1 of Registrant's Form
S-8 (Registration No. 333-103320) as filed with the SEC on February 19,
2003).
5.1 Opinion of Bryan Cave LLP, counsel to Activision, Inc., as to certain
legal matters in connection with the shares of Common Stock being
registered.
23.1 Consent of Independent Registered Public Accounting Firm of
PricewaterhouseCoopers LLP.
23.2 Consent of Bryan Cave LLP (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, State of California, on the 3rd day of
November, 2005.
ACTIVISION, INC.
By: /s/ Ronald Doornink
------------------------
Ronald Doornink, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Robert A. Kotick, Brian G. Kelly and
Ronald Doornink, and each or any of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, post-effective amendments and
documents in connection therewith) to this Registration Statement on Form S-8,
and to file the same with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
Chairman, Chief Executive November 3, 2005
------------------------ Officer and Director
Robert A. Kotick
/s/ Brian G. Kelly Co-Chairman and Director November 3, 2005
------------------------
Brian G. Kelly
/s/ Ronald Doornink President and Director November 3, 2005
------------------------
Ronald Doornink
/s/ Michael Griffith Chief Executive Officer and November 3, 2005
------------------------ President of Activision
Michael Griffith Publishing, Inc. (Principal
Executive Officer)
/s/ William Chardavoyne Executive Vice President November 3, 2005
------------------------ and Chief Financial Officer
William Chardavoyne (Principal Financial and
Accounting Officer)
Director November 3, 2005
------------------------
Robert J. Corti
/s/ Barbara S. Isgur Director November 3, 2005
------------------------
Barbara S. Isgur
/s/ Robert J. Morgado Director November 3, 2005
------------------------
Robert J. Morgado
4
/s/ Peter J. Nolan Director November 3, 2005
-----------------------
Peter J. Nolan
/s/ Richard Sarnoff Director November 3, 2005
------------------------
Richard Sarnoff
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EXHIBIT INDEX
No. Document
-- --------
4.1 Activision, Inc. 2002 Employee Stock Purchase Plan for International
Employees (incorporated by reference to Exhibit 4.1 of Registrant's
Form S-8 (Registration No. 333-103320) as filed with the SEC on
February 19, 2003).
5.1 Opinion of Bryan Cave LLP, counsel to Activision, Inc., as to certain
legal matters in connection with the shares of Common Stock being
registered.
23.1 Consent of Independent Registered Public Accounting Firm of
PricewaterhouseCoopers LLP.
23.2 Consent of Bryan Cave LLP (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
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