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

This excerpt taken from the ATVI 8-K filed May 9, 2006.
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 5, 2006.
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.

This excerpt taken from the ATVI 8-K filed May 4, 2006.
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.
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 10-Q filed Feb 8, 2006.
see paragraphs 3 and 4, above) based on her skills and experience. Based on Employee’s representations regarding her skills and abilities, Employer has agreed to hire and compensate Employee pursuant to the terms of this agreement.

 

This excerpt taken from the ATVI 8-K filed Jan 27, 2006.
see General Instruction A.2. below):

 

[ ]

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

[ ]

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

[ ]

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

[ ]

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

 

 

 

 

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