Activision Blizzard, Inc. – ‘8-A12B’ on 4/19/00

On:  Wednesday, 4/19/00, at 1:17pm ET   ·   Accession #:  910643-0-71   ·   File #:  1-15839

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  5±    26K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders    54±   243K 

8-A12B   —   Registration of a Class of Securities
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION    

Washington, D.C.  20549   
-------------------   

FORM 8-A    

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES   
PURSUANT TO SECTION 12(b) OR 12(g) OF THE   
SECURITIES EXCHANGE ACT OF 1934   

Activision, Inc.    
-----------------------------------------------------------------------------   
(Exact name of registrant as specified in its charter)    

 Delaware                                           94-2606438
---------------------------------------------------      -------------------    
(State of incorporation or organization)                  (I.R.S. Employer      
                                                     Identification No.)

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

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   

Title of Each Class                Name of Each Exchange on which     
to be so Registered                Each Class is to be Registered     
-------------------                ------------------------------     

Preferred Stock Purchase Rights              NASDAQ National Market             

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:   

Title of Class    
--------------    

None    
ITEM 1.   Description of Registrant's Securities to be Registered.              

      The Board of Directors of Activision, Inc., a Delaware corporation
(the "Company"), declared a dividend distribution of one Preferred Stock        
Purchase Right (the "Right") for each outstanding share of Common Stock, par    
value $.000001 per share, of the Company (the "Common Stock").  The             
distribution was made payable as of April 19, 2000 (the "Record Date"), to      
shareholders of record on that date.  Each Right entitles the registered        
holder to purchase from the Company one one-hundredth (1/100) of a share of     
preferred stock of the Company, designated as Series A Junior Preferred Stock   
(the "Preferred Stock"), at a price of $40.00 per one one-hundredth (1/100)     
of a share ("Exercise Price"), subject to adjustment.  The description and      
terms of the Rights are set forth in a Rights Agreement (the "Rights            
Agreement") dated as of April 18, 2000, by and between the Company and          
Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights        
Agent").                                                                        

  The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution     
Date") which is the earlier of (i) the tenth day following a public             
announcement that a person or group of affiliated or associated persons, with   
certain exceptions set forth below, has acquired beneficial ownership of 15%    
or more of the outstanding voting stock of the Company (an "Acquiring           
Person") and (ii) the tenth business day (or such later date as may be          
determined by the Board of Directors prior to such time as any person or        
group of affiliated or associated persons becomes an Acquiring Person) after    
the date of the commencement or announcement of a person's or group's           
intention to commence a tender or exchange offer the consummation of which      
would result in the ownership of 15% or more of the Company's outstanding       
voting stock (even if no shares are actually purchased pursuant to such         
offer); prior thereto, the Rights will not be exercisable, will not be          
represented by a separate certificate, and will not be transferable apart       
from the Company's Common Stock, but will instead be evidenced, with respect    
to any of the Common Stock certificates outstanding as of the Record Date, by   
such Common Stock certificate with a copy of this Summary of Rights attached    
thereto.  An Acquiring Person does not include (A) the Company, (B) any         
subsidiary of the Company, (C) any employee benefit plan or employee stock      
plan of the Company or of any subsidiary of the Company, or any trust or        
other entity organized, appointed, established or holding voting stock for or   
pursuant to the terms of any such plan, (D) any person or group of affiliated   
or associated persons whose ownership of 15% or more of the shares of voting    
stock of the Company then outstanding results solely from (i) any action or     
transaction or transactions approved by the Board of Directors before such      
person or group became an Acquiring Person or (ii) a reduction in the number    
of issued and outstanding shares of voting stock of the Company pursuant to a   
transaction or transactions approved by the Board of Directors (provided that   
any person or group that does not become an Acquiring Person by reason of       
clause (i) or (ii) above shall become an Acquiring Person upon acquisition of   
an additional 1% of the Company's voting stock unless such acquisition of       
additional voting stock results from one or more actions or transactions        
approved by the Board of Directors of the Company), or (E) any person who, as   
of April 18, 2000, together with all affiliates and associates of such          
person, was the Beneficial Owner of 15% or more of the voting stock of the      
Company outstanding as of such date; provided, however, that any person         
described in this clause (E) shall become an Acquiring Person if (i) such       
person, together with all affiliates and associates of such person, after       
April 18, 2000, acquires beneficial ownership of an additional 1% or more of    
the voting stock (unless such acquisition is pursuant to a transaction          
described in clause (D)(i) or (D)(ii) above) or (ii) such person, together      
with all affiliates and associates of such person, after April 18, 2000,        
reduces its beneficial ownership of the voting stock to less than 15% of the    
outstanding voting stock and thereafter acquires beneficial ownership of 15%    
or more of the outstanding voting stock (unless such acquisition is pursuant    
to a transaction described in clause (D)(i) or (D)(ii) above).                  

   Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Common Stock certificates issued after the       
Record Date will contain a legend incorporating the Rights Agreement by         
reference.  Until the Distribution Date (or earlier redemption, exchange or     
expiration of the Rights), the surrender for transfer of any of the Common      
Stock certificates outstanding as of the Record Date, with or without a copy    
of this Summary of Rights attached thereto, will also constitute the transfer   
of the Rights associated with the Common Stock represented by such              
certificate.  As soon as practicable following the Distribution Date,           
separate certificates evidencing the Rights ("Right Certificates") will be      
mailed to holders of record of the Common Stock as of the close of business     
on the Distribution Date and such separate certificates alone will evidence     
the Rights from and after the Distribution Date.                                

    The Rights are not exercisable until the Distribution Date.  The
Rights will expire at the close of business on April 18, 2010, unless earlier   
redeemed by the Company as described below.                                     

       The Preferred Stock is nonredeemable and, unless otherwise provided
in connection with the creation of a subsequent series of preferred stock, is   
subordinate to any other series of the Company's preferred stock.  The          
Preferred Stock may not be issued except upon exercise of Rights.  Each share   
of Preferred Stock will be entitled to receive when, as and if declared, a      
quarterly dividend in an amount equal to the greater of $.000001 per share or   
100 times the cash dividends declared on the Company's Common Stock.  In        
addition, the holders of the Preferred Stock are entitled to receive 100        
times any non-cash dividends (other than dividends payable in equity            
securities) declared on the Common Stock, in like kind.  In the event of the    
liquidation of the Company, the holders of Preferred Stock will be entitled     
to receive, for each share of Preferred Stock, a payment in an amount equal     
to the greater of $4,000 or 100 times the payment made per share of Common      
Stock.  Each share of Preferred Stock will have 100 votes, voting together      
with the Common Stock.  In the event of any merger, consolidation or other      
transaction in which Common Stock is exchanged, each share of Preferred Stock   
will be entitled to receive 100 times the amount received per share of Common   
Stock.  The rights of Preferred Stock as to dividends, liquidation and voting   
are protected by anti-dilution provisions.                                      

     The number of shares of Preferred Stock issuable upon exercise of
the Rights and the  Exercise Price of the Rights are subject to certain         
adjustments from time to time in the event of a stock dividend on, or a         
subdivision or combination of, the Common Stock.  The Exercise Price for the    
Rights also is subject to adjustment in the event of extraordinary              
distributions of cash or other property to holders of Common Stock.             

     Unless the Rights are earlier redeemed or exchanged, in the event
that, after the time that a Person becomes an Acquiring Person, the Company     
were to be acquired in a merger or other business combination (in which any     
shares of Common Stock are changed into or exchanged for other securities or    
assets) or more than 50% of the assets or earning power of the Company and      
its subsidiaries (taken as a whole) were to be sold or transferred in one or    
a series of related transactions, the Rights Agreement provides that proper     
provision will be made so that each holder of record of a Right will from and   
after such date have the right to receive, upon payment of the Exercise         
Price, that number of shares of common stock of the acquiring company having    
a fair value at the time of such transaction determined in accordance with      
the Rights Agreement equal to approximately two times the Exercise Price.       

     In addition, unless the Rights are earlier redeemed, in the event
that a person or group becomes an Acquiring Person, the Rights Agreement        
provides that proper provisions will be made so that each holder of record of   
a Right, other than the Acquiring Person and certain affiliates, associates     
and transferees thereof (whose Rights will thereupon become null and void),     
will thereafter have the right to receive, upon exercise of such Right and      
payment of the Exercise Price, in lieu of shares of Preferred Stock, that       
number of shares of the Common Stock of the Company having a fair value         
determined in accordance with the Rights Agreement at the time of the           
transaction which shall be equal to approximately two times the Exercise        
Price (such value to be determined with reference to the market value of the    
Company's Common Stock as provided in the Rights Agreement).                    

     At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the      
outstanding voting stock, the Board of Directors of the Company may exchange    
the Rights (other than Rights owned by such person or group which will have     
become void), in whole or in part, at an  exchange ratio of one share of        
Common Stock for each outstanding Right, subject to anti-dilution               
adjustments.                                                                    

      Fractions of shares of Preferred Stock (other than fractions which
are integral multiples of one one-hundredth of a share) may, at the election    
of the Company, be evidenced by depositary receipts.  The Company may also      
issue cash in lieu of fractional shares which are not integral multiples of     
one one-hundredth of a share.                                                   

     At any time prior to the close of business on the tenth day after
there has been a public announcement that a person has become an Acquiring      
Person, the Company may redeem the Rights in whole, but not in part, at a       
price of $.01 per Right (the "Redemption Price").  Immediately upon the         
effective time of the action of the Board of Directors of the Company           
authorizing redemption of the Rights, the right to exercise the Rights will     
terminate and the only right of the holders of Rights will be to receive the    
Redemption Price.                                                               

   For as long as the Rights are then redeemable, the Company may,
except with respect to the Redemption Price, amend the Rights in any manner,    
including an amendment to extend the time period in which the Rights may be     
redeemed.  At any time when the Rights are not then redeemable, the Company     
may amend the Rights in any manner that does not materially adversely affect    
the interests of holders of the Rights as such.                                 

 Until a Right is exercised, the holder, as such, will have no
rights as a shareholder of the Company, including, without limitation, the      
right to vote or to receive dividends.                                          

       A copy of the Rights Agreement, dated as of April 18, 2000, between
the Company and the Rights Agent, specifying the terms of the Rights (which     
Rights Agreement includes as exhibits the form of Right Certificate, the        
Summary of Rights to Purchase Series A Junior Preferred Stock and the form of   
Certificate of Designation of Series A Junior Preferred Stock) is attached      
hereto as an exhibit and is incorporated herein by reference.  The foregoing    
description of the Rights is qualified by reference to such exhibit.            

ITEM 2.   Exhibits                                                              

4.1   -   Rights Agreement dated as of April 18, 2000,      
 between the Company and Continental Stock
   Transfer & Trust Company, which includes as
  exhibits the form of  Right Certificate as
    Exhibit A, the Summary of Rights to Purchase
    Series A Junior Preferred Stock as Exhibit B
     and the form of Certificate of Designation of
      Series A Junior Preferred Stock of the Company
as Exhibit C.                           

SIGNATURE   

    Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration          
statement to be signed on its behalf by the undersigned, thereto duly           
authorized.                                                                     

Date:  April 19, 2000                                                           

ACTIVISION, INC.    

   By:/s/ Robert A. Kotick
                             -------------------------------------------
         Name:  Robert A. Kotick
                             Title: Chairman and Chief Executive Officer

EXHIBIT INDEX   

Exhibit   Description                             Sequentially                  
Number    of Exhibit                              Numbered Page                 
-------   -----------                             -------------                 

4.1       Rights Agreement dated as of                                          
April 18, 2000 between the Company                          
and Continental Stock Transfer &                            
Trust Company, which includes as                            
exhibits the form of Right Certificate                      
as Exhibit A, the Summary of Rights to                      
Purchase Series A Junior Preferred Stock                    
as Exhibit B and the form of Certificate                    
of Designation of Series A Junior                           
Preferred Stock of the Company as                           
Exhibit C.                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12B’ Filing		Date		Other Filings
		4/18/10
Filed on:		4/19/00		8-K
		4/18/00		SC 13G/A
				List all Filings