0000950138-06-000727.txt : 20060920 0000950138-06-000727.hdr.sgml : 20060920 20060920172202 ACCESSION NUMBER: 0000950138-06-000727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20060914 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060920 DATE AS OF CHANGE: 20060920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVISION INC /NY CENTRAL INDEX KEY: 0000718877 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954803544 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 061100709 BUSINESS ADDRESS: STREET 1: 3100 OCEAN PARK BLVD STREET 2: STE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3102552000 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD 3RD FL STREET 2: STE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: MEDIAGENIC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC DATE OF NAME CHANGE: 19880829 8-K 1 sept20-8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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)

September 14, 2006

ACTIVISION, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-12699	95-4803544
(Commission File Number)	(IRS Employer Identification No.)

3100 Ocean Park Boulevard, Santa Monica, CA	90405
(Address of Principal Executive Offices)	(Zip Code)

(310) 255-2000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 14, 2006, the Board of Directors of Activision, Inc. (the “Company”) approved non-substantive amendments to the Company’s: (1) 1991 Stock Option and Stock Award Plan; (2) 1998 Incentive Plan; (3) 1999 Incentive Plan; (4) 2001 Incentive Plan; (5) 2002 Incentive Plan; (6) 2002 Executive Incentive Plan; (7) 2002 Studio Employee Retention Incentive Plan; (8) Third Amended and Restated 2002 Employee Stock Purchase Plan and (9) Amended and Restated 2003 Incentive Plan, (collectively the “Plans”). These amendments clarify that anti-dilution adjustments to equity awards under those plans are required and not discretionary actions of the Company. The purpose of these amendments is to ensure that customary anti-dilution adjustments to equity awards resulting from certain corporate transactions such as a stock split or a stock dividend do not result in the modification of an equity award for purposes of Statement of Financial Accounting Standards No. 123R, “Share-Based Payments.” If these anti-dilution adjustments were characterized as a modification of an equity award, the Company could be required to record incremental compensation expense. The amendments are designed to remove the potential for these types of corporate transactions to be characterized as modifications of equity awards. Copies of the amendments to the Plans are attached as Exhibits 10.1, 10.2, 10.3. 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9 to this report.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1	Amendment to the 1991 Stock Option and Stock Award Plan
10.2	Amendment to the 1998 Incentive Plan
10.3	Amendment to the 1999 Incentive Plan
10.4	Amendment to the 2001 Incentive Plan
10.5	Amendment to the 2002 Incentive Plan
10.6	Amendment to the 2002 Executive Incentive Plan
10.7	Amendment to the 2002 Studio Employee Retention Incentive Plan
10.8	Amendment to the Third Amended and Restated 2002 Employee Stock Purchase Plan
10.9	Amendment to the Amended and Restated 2003 Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities and 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/ George L. Rose
		Name: George L. Rose
		Title: Senior Vice President and General Counsel

Date: September 20, 2006

EXHIBIT INDEX

10.1	Amendment to the 1991 Stock Option and Stock Award Plan
10.2	Amendment to the 1998 Incentive Plan
10.3	Amendment to the 1999 Incentive Plan
10.4	Amendment to the 2001 Incentive Plan
10.5	Amendment to the 2002 Incentive Plan
10.6	Amendment to the 2002 Executive Incentive Plan
10.7	Amendment to the 2002 Studio Employee Retention Incentive Plan
10.8	Amendment to the Third Amended and Restated 2002 Employee Stock Purchase Plan
10.9	Amendment to the Amended and Restated 2003 Incentive Plan

EX-10 2 ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

AMENDMENT

ACTIVISION, INC.

1991 Stock Option and Stock Award Plan

The second paragraph of Section 3 of the 1991 Stock Option and Stock Award Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

“In the event of any merger, reorganization, consolidation, recapitalization, stock split, stock dividend, extraordinary cash dividend, or other change in corporate structure affecting the Stock, an equitable adjustment shall be made in the aggregate number of shares which may be delivered under the Plan, in the number and/or option price of shares subject to outstanding options granted under the Plan, and/or in the number of shares subject to restricted stock, deferred stock, or other Stock-based awards granted under the Plan as determined by the Committee to be appropriate; provided that the number of shares subject to any AWARD shall always be a whole number; and provided further that, with respect to incentive stock options, no such adjustment shall be authorized to the extent that such adjustment would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto. Such adjusted option price shall also be used to determine the amount payable by the Corporation upon the exercise of any stock appreciation right associated with any option. In addition, subject to the limitations provided in Section 10, the Committee is authorized to make adjustments in the terms and conditions of, and performance criteria relating to, AWARDS in recognition of unusual or nonrecurring events (including, without limitation, events described in this paragraph) affecting the Corporation or the financial statements of the Corporation, or in response to changes in applicable laws, regulations or accounting principles.”

EX-10 3 ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

AMENDMENT

ACTIVISION, INC.

1998 INCENTIVE PLAN

Section 10.9 of the 1998 Incentive Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

“10.9 Adjustments. To prevent the dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, in the event of any corporate transaction or event such as a stock dividend, extraordinary dividend or other similar distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event affecting the Shares with respect to which Awards have been or may be issued under the Plan (any such transaction or event, a “Transaction”), then the Committee shall, in such manner as the Committee deems equitable, (A) adjust (i) the number and type of Shares that thereafter may be made the subject of Awards, (ii) the number and type of Shares subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award (any such adjustment, an “Antidilution Adjustment”); provided, in each case, that with respect to ISOs, no such adjustment shall be authorized to the extent that such adjustment would cause such options to violate Section 422(b) of the Code or any successor provision; provided further, with respect to all Options, no such adjustment shall be authorized to the extent that such adjustment would cause such Options to violate the provisions of Section 409A of the Code; and provided further, that the number of Shares subject to any Award denominated in Shares shall always be a whole number; or (B) cause any Award outstanding as of the effective date of the Transaction to be cancelled in consideration of a cash payment or alternate Award (whether from the Company or another entity that is a party to the Transaction) or a combination thereof made to the holder of such cancelled Award substantially equivalent in value to the fair market value of such cancelled Award. The determination of fair market value shall be made by the Committee or the Board of Directors, as the case may be, in their sole discretion. Any adjustments made by the Committee shall be binding on all Participants.”

EX-10 4 ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

AMENDMENT

ACTIVISION, INC.

1999 INCENTIVE PLAN

Section 10.9 of the 1999 Incentive Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

EX-10 5 ex10-4.htm EXHIBIT 10,4

Exhibit 10.4

AMENDMENT

ACTIVISION, INC.

2001 INCENTIVE PLAN

Section 10.9 of the 2001 Incentive Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

EX-10 6 ex10-5.htm EXHIBIT 10.5

Exhibit 10.5

AMENDMENT

ACTIVISION, INC.

2002 INCENTIVE PLAN

Section 10.9 of the 2002 Incentive Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

EX-10 7 ex10-6.htm EXHIBIT 10.6

Exhibit 10.6

AMENDMENT

ACTIVISION, INC.

2002 EXECUTIVE INCENTIVE PLAN

Section 10.9 of the 2002 Executive Incentive Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

EX-10 8 ex10-7.htm EXHIBIT 10.7

Exhibit 10.7

AMENDMENT

ACTIVISION, INC.

2002 STUDIO EMPLOYEE RETENTION INCENTIVE PLAN

Section 6.9 of the 2002 Studio Employee Retention Incentive Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

“6.9 Adjustments. To prevent the dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, in the event of any corporate transaction or event such as a stock dividend, extraordinary dividend or other similar distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event affecting the Shares with respect to which Awards have been or may be issued under the Plan (any such transaction or event, a “Transaction”), then the Committee shall, in such manner as the Committee deems equitable, (A) adjust (i) the number and type of Shares that thereafter may be made the subject of Awards, (ii) the number and type of Shares subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award (any such adjustment, an “Antidilution Adjustment”); provided, in each case, that with respect to ISOs, no such adjustment shall be authorized to the extent that such adjustment would cause such options to violate Section 422(b) of the Code or any successor provision; provided further, with respect to all Options, no such adjustment shall be authorized to the extent that such adjustment would cause such Options to violate the provisions of Section 409A of the Code; and provided further, that the number of Shares subject to any Award denominated in Shares shall always be a whole number; or (B) cause any Award outstanding as of the effective date of the Transaction to be cancelled in consideration of a cash payment or alternate Award (whether from the Company or another entity that is a party to the Transaction) or a combination thereof made to the holder of such cancelled Award substantially equivalent in value to the fair market value of such cancelled Award. The determination of fair market value shall be made by the Committee or the Board of Directors, as the case may be, in their sole discretion. Any adjustments made by the Committee shall be binding on all Participants.”

EX-10 9 ex10-8.htm EXHIBIT 10.8

Exhibit 10.8

AMENDMENT

ACTIVISION, INC.

THIRD AMENDED AND RESTATED

2002 EMPLOYEE STOCK PURCHASE PLAN

Section 14 of the Third Amended and Restated 2002 Employee Stock Purchase Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

“SECTION 14.

STOCK OFFERED UNDER THE PLAN.

(a) Authorized Shares. The aggregate number of shares of Stock available for purchase under the Plan shall be 2,700,000, subject to adjustment pursuant to this Section 14.

(b) Capital Changes. In the event of reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, offerings of rights, or any other change in the structure of the Stock of the Company, an equitable adjustment shall be made in the number, kind, and the price of shares available for purchase under the Plan, and in the number of shares which an employee is entitled to purchase under the Plan, as determined by the Committee to be appropriate; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.

In the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. The Committee may, in the exercise of its sole discretion in such instances, declare that the Options under the Plan shall terminate as of a date fixed by the Committee and give each Participant the right to exercise his or her Option as to all of the optioned stock, including shares which would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each Option under the Plan shall be assumed or an equivalent Option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that the Participant shall have the right to exercise the Option as to all of the optioned stock. If the Committee makes an Option exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify the Participant that the Option shall be fully exercisable for a period of twenty (20) days from the date of such notice, and the Option will terminate upon the expiration of such period. ”

EX-10 10 ex10-9.htm EXHIBIT 10.9

Exhibit 10.9

AMENDMENT

ACTIVISION, INC.

AMENDED AND RESTATED 2003 INCENTIVE PLAN

Section 7.6 of the Amended and Restated 2003 Incentive Plan of Activision, Inc., is hereby deleted in its entirety and the following substituted in lieu thereof:

“7.6 Adjustments. To prevent the dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, in the event of any corporate transaction or event such as a stock dividend, extraordinary dividend or other similar distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event affecting the Shares with respect to which Awards have been or may be issued under the Plan (any such transaction or event, a “Transaction”), then the Committee shall, in such manner as the Committee deems equitable, (A) adjust (i) the number and type of Shares that thereafter may be made the subject of Awards, (ii) the number and type of Shares subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award (any such adjustment, an “Antidilution Adjustment”); provided, in each case, that with respect to ISOs, no such adjustment shall be authorized to the extent that such adjustment would cause such options to violate Section 422(b) of the Code or any successor provision; provided further, with respect to all Options, no such adjustment shall be authorized to the extent that such adjustment would cause such Options to violate the provisions of Section 409A of the Code; and provided further, that the number of Shares subject to any Award denominated in Shares shall always be a whole number; or (B) cause any Award outstanding as of the effective date of the Transaction to be cancelled in consideration of a cash payment or alternate Award (whether from the Company or another entity that is a party to the Transaction) or a combination thereof made to the holder of such cancelled Award substantially equivalent in value to the fair market value of such cancelled Award. The determination of fair market value shall be made by the Committee or the Board of Directors, as the case may be, in their sole discretion. Any adjustments made by the Committee shall be binding on all Participants.”