Form 8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) July 11, 2001 (August 1, 2000)
ACTIVISION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12699 95-4803544
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3100 Ocean Park Blvd., Santa Monica, CA 90405
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 255-2000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
This Form 8-K is being filed to report certain exhibits attached hereto.
The Board of Directors (the "Board") of Activision, Inc., a Delaware
corporation (the "Company"), adopted certain amendments to the Company's By-laws
on August 1, 2000, which provided for (i) fixing the number of directors on the
Board with the Board having the sole authority to increase or decrease such
number, (ii) filling of vacancies on the Board only by an affirmative vote of at
least a majority of the remaining directors, (iii) limiting who may call a
special meeting of the stockholders to the Board acting by a majority and the
Chairman or Co-Chairman of the Board and eliminating the stockholders' right to
call a special meeting or require that the Board or Chairman call a special
meeting of the stockholders, (iv) nomination of directors and other business
proposals by stockholders but only in the event that such nominations and
proposals are received timely by the Company and in proper written form and (v)
super- majority vote to amend or repeal the foregoing amendments to the
Company's By-laws.
The Company entered into an employment agreement with Mr. Lawrence Goldberg
on January 1, 2001, and with Ms. Kathy Vrabeck on April 1, 2001, which replace
the employment agreements previously entered into between the Company and Mr.
Goldberg on April 1, 2000, and the Company and Ms. Vrabeck on July 12, 1999,
respectively.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
3.2 Amended and Restated By-laws of the Company.
10.1 Employment agreement dated January 1, 2001, between the
Company and Mr. Lawrence Goldberg.
10.2 Employment agreement dated April 1, 2001, between the
Company and Ms. Kathy Vrabek.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 11, 2001
ACTIVISION, INC.
By:/s/ Brian G. Kelly
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Name: Brian G. Kelly
Title: Co-Chairman
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