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These excerpts taken from the ATVI 10-K filed May 30, 2008. NOTICE OF SETTLEMENT OF DERIVATIVE ACTIONS
TO: ALL CURRENT STOCKHOLDERS OF ACTIVISION, INC. (“ACTIVISION” OR THE “COMPANY”) COMMON STOCK AS OF MAY 8, 2008
PLEASE TAKE NOTICE that the above-captioned shareholder derivative action, as well as the related consolidated derivative action in Los Angeles Superior Court entitled In re Activision Shareholder Derivative Litigation, Master File No. SC090343 (collectively, the “Actions”), are being settled. The terms of the proposed settlement of the Actions (the “Settlement”) are set forth in a Stipulation of Settlement dated May 8, 2008, (the “Stipulation”). This summary should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the Court.
The terms of the Settlement set forth in the Stipulation include: (1) certain payments and/or contributions to Activision (in the form of cash payments, releases of third party claims for repayment from Activision of certain outstanding fees and costs, and cancellation and repricing of certain Individual Settling Defendants’ stock options) in an amount Activision has valued as exceeding $24,000,000; (2) the adoption and/or implementation of a variety of corporate governance measures, including measures that relate to and address many of the underlying issues in the Actions, including, but not limited to, director independence, officer and director compensation, and stock option granting procedures; and (3) Activision’s advancement of Plaintiffs’ Counsel’s attorney fees and expenses (subject to Activision’s reservation of all rights against each and every of its directors and officers insurance carriers, reinsurers, or co-insurers) in the amount of $10,000,000, subject to Court approval.
IF YOU ARE A CURRENT OWNER OF ACTIVISION COMMON STOCK, YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION. A more detailed form of notice describing the Settlement is available on Activision’s website and can be viewed at www.activision.com.
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On , 2008, at a.m., a hearing (the “Settlement Hearing”) will be held before the United States District Court for the Central District of California, Western Division, Courtroom 12, 312 North Spring Street, Los Angeles, CA 90012, to determine: (1) whether the terms of the Settlement should be approved as fair, reasonable and adequate; and (2) whether the above-entitled action should be dismissed on the merits and with prejudice.
Any stockholder of Activision that objects to the Settlement of the Actions shall have a right to appear and to be heard at the Settlement Hearing, provided that he or she was a stockholder of record as of May 8, 2008. Any stockholder of Activision who satisfies this requirement may enter an appearance through counsel of such member’s own choosing and at such member’s own expense or may appear on their own. However, no stockholder of Activision shall be heard at the Settlement Hearing unless no later than days prior to the date of the Settlement Hearing, such stockholder has filed with the Court and delivered to counsel for the Settling Parties a written notice of objection, their ground for opposing the Settlement, and proof of both their status as a stockholder and the dates of stock ownership in Activision. Only stockholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise.
If you wish to object to the Settlement, you must file a written objection setting for the grounds for such an objection with the Court on or before , with service on the following parties:
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Inquiries, other than requests for the detailed form of notice, may be made to Plaintiffs’ Counsel: Rick Nelson, c/o Shareholder Relations, Coughlin Stoia Geller Rudman & Robbins LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101; phone 619-231-1058.
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NOTICE OF SETTLEMENT OF
TO: ALL CURRENT STOCKHOLDERS OF
PLEASE TAKE NOTICE that
The terms of the
IF YOU ARE A CURRENT
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On ,
Any stockholder of
If you wish to object to
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Inquiries, other than requests for the detailed form
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