UNITED STATES
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) September 12, 2005
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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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NA
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(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):
[ ] 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))
Item 1.01. Entry into a Material Definitive Agreement.
On September 12, 2005, Activision, Inc. (the "Company") announced the
appointment of Thomas Tippl as Chief Financial Officer and Director of
Activision Publishing, Inc. ("Activision Publishing"), the Company's only direct
operating subsidiary and the holding company for all other active subsidiaries.
Mr. Tippl will begin the transition into his new position as Chief Financial
Officer of Activision Publishing beginning October 2005. In connection with his
new position, Mr. Tippl entered into an employment agreement for a term of five
years. The agreement provides for an annual base salary of $450,000 and for
annual minimum base salary increases of 4%, and permits additional increases in
the discretion of the Company's Board of Directors or Compensation Committee of
the Board. Mr. Tippl is also entitled to receive an annual discretionary bonus
of up to 75% of the amount of his base salary based on achievement of objectives
to be determined. The bonus may be paid, in the sole discretion of the
Compensation Committee, in cash, shares of the Company's common stock, or
options to purchase the Company's common stock.
Mr. Tippl will be paid a signing bonus of $100,000 and granted an option to
purchase an aggregate of 600,000 shares of the Company's common stock in three
tranches of 200,000 options each. The first tranche of 200,000 options will vest
ratably over five years, with 20% beginning in 2006. The second tranche of
200,000 options will vest on September 30, 2010, subject to accelerated vesting
if Mr. Tippl achieves certain performance objectives to be determined. The third
tranche of 200,000 options will vest on September 30, 2010. All of the options
will have an exercise price equal to the fair market value of the Company's
stock on the date of grant. In consideration for abandoning certain long term
compensation, pension benefits and related equity participations, Mr. Tippl will
also be granted a number of shares of restricted stock equal to $1,500,000
divided by the fair market value on the date of grant. Such shares of restricted
stock will vest ratably on September 30, 2008, September 30, 2009, and September
30, 2010.
Mr. Tippl is also entitled to severance payments in the event his employment is
terminated for certain reasons. The employment agreement contains other
provisions that are customary in the employment agreements of similarly situated
executives.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 8, 2005, William Chardavoyne, Executive Vice President and Chief
Financial Officer of the Company, announced that he would be leaving the Company
to pursue other interests at the end of the Company's fiscal year. Mr.
Chardavoyne will be succeeded by Tom Tippl and will work closely with Mr. Tippl
to ensure a smooth transition. Mr. Chardavoyne will continue to receive his base
salary, annual bonus and benefits through his retirement date in accordance with
the terms of his employment agreement.
As set forth above, Thomas Tippl, 38, will assume the position of Chief
Financial Officer of Activision Publishing. The information provided above in
response to Item 1.01 is hereby
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incorporated by reference into this Item 5.02. Prior to joining Activision
Publishing, Mr. Tippl was employed from 1991 to 2005 by Procter & Gamble. He
served in a number of executive level positions at Procter & Gamble, most
recently, from 2004, as Head of Investor Relations and Shareholder Services.
From 2001 to 2003, he served as Finance Director of Procter & Gamble Babycare
Europe and a member of the Fater Italy Joint Venture Board of Directors. From
1999 to 2002, Mr. Tippl co-founded Procter & Gamble's Equity Venture Fund and
served as Associate Director of Acquisitions and Divestitures.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated September 12, 2005
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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: September 12, 2005 ACTIVISION, INC.
By:/s/ Ronald Doornink
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Name: Ronald Doornink
Title: President
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