ATVI » Topics » SECURITIES EXCHANGE ACT OF 1934

This excerpt taken from the ATVI 8-K filed Sep 20, 2006.

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))

 

 

 

 

 

This excerpt taken from the ATVI 8-K filed Jul 28, 2006.

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)

July 28, 2006    (July 24, 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))

 

 

 

 

This excerpt taken from the ATVI 8-K filed Jul 19, 2006.

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported)

July 18, 2006 (July 12, 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 8.01

Other Events.

 

Activision, Inc. (the “Company”) has been notified that an individual claiming to be a shareholder of the Company has filed a derivative lawsuit in Los Angeles Superior Court, purportedly on behalf of the Company, against certain current and former members of the Company’s Board of Directors as well as several current and former officers of the Company. The complaint, styled Vazquez v. Kotick, et. al, which was filed on July 12, 2006, alleges, among other things, purported improprieties in the Company’s issuance of stock options. The Company is reviewing the allegations in the complaint and will respond appropriately. The Company expects that defense expenses associated with the matter will be covered by its directors and officers insurance, subject to the terms and conditions of the applicable policies.

The Company does not intend to file further current reports on Form 8-K describing additional lawsuits, if any, which are based on allegations substantially similar to those contained in the complaint described herein.

 

 

 

 

This excerpt taken from the ATVI 8-K filed May 9, 2006.

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported)

May 9, 2006 (May 6, 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 7.01

Regulation FD Disclosure.

 

On May 9, 2006, Activision, Inc. (the “Company”) issued a press release announcing that it has entered into an agreement to acquire RedOctane, Inc., a California corporation. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(c)

Exhibits

 

 

99.1

Press Release of the Company, dated May 9, 2006.

 

 

 

 

This excerpt taken from the ATVI 8-K filed May 4, 2006.

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported)

May 4, 2006 (May 4, 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 2.02

Results of Operations and Financial Condition.

 

On May 4, 2006, Activision, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and fiscal year ended March 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Use of Non-GAAP Financial Information

 

The "Company Outlook" section of the press release contains forward-looking statements which include management's expectations for earnings per share for the first quarter of 2007 and for the 2007 fiscal year.  These statements may be deemed to include non-GAAP financial measures as some do not reflect the impact of expensing stock options under the Financial Accounting Standards Board’s Statement 123R (FAS 123R). Management believes such non-GAAP information provides investors with outlook information that is more readily comparable to historical results and prior outlooks, which did not include FAS 123R accounting consequences.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(c)

Exhibits

 

 

99.1

Press Release of the Company, dated May 4, 2006.

 

 

 

 

 

This excerpt taken from the ATVI 8-K filed Apr 27, 2006.

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported)

April 27, 2006 (April 21, 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 April 21, 2006, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Activision, Inc. (the “Company”) authorized the payment of bonus awards in the form of options to purchase the Company’s common stock to certain executive officers of the Company in respect of the year ended March 31, 2005. These options were granted pursuant to the Company’s 2003 Incentive Plan. The awards were determined based on the Company’s and each executive’s performance of financial and non-financial goals established by the Compensation Committee in 2005. The awards were in the following amounts and with the following terms:

 

Name

Number of Options

 

 

Robert A. Kotick
Chairman and Chief Executive Officer ...............................................................................................................................

41,682

 

 

Brian G. Kelly
Co-Chairman .....................................................................................................................

41,682

 

These options have an exercise price of $13.61 per share (the closing price of the Company’s common stock on the date of grant) and vest on April 1, 2008.

 

 

 

 

This excerpt taken from the ATVI 8-K filed Jan 27, 2006.

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

January 27, 2006 (January 24, 2006)

 

ACTIVISION, INC.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki