As filed with the Securities and Exchange Commission on April 22, 1998.
Registration No. 333-46425
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
ACTIVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2606438
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Ocean Park Boulevard
Santa Monica, California 90405
(310) 255-2000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_________________
Robert A. Kotick
Chairman of the Board and Chief Executive Officer
ACTIVISION, INC.
3100 Ocean Park Boulevard
Santa Monica, California 90405
(310) 255-2000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_________________
Copies To:
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Attention: Kenneth L. Henderson, Esq.
Telephone No.: (212) 541-2000
Facsimile No.: (212) 541-1357
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
(a) Exhibits:
5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP as to
legality of securities being registered.*
23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
(included as part of Exhibit 5.1).*
23.2 Consent of Coopers & Lybrand LLP.*
23.3 Consent of KPMG Peat Marwick LLP.*
23.4 Consent of KPMG Peat Marwick LLP.*
23.5 Consent of Grant Thornton.*
24.1 Power of attorney (included on signature page).*
25.1 Form T-1 Statement of Eligibility and Qualification of State Street
Bank and Trust Company of California, N.A. under the Trust
Indenture Act of 1939.
___________________
* Filed previously.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Los Angeles, State of
California, on April 21, 1998.
ACTIVISION, INC.
By:/s/ Brian G. Kelly
-------------------------------
Brian G. Kelly, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
*/s/ Robert A. Kotick Chairman, Chief Executive Officer April 21, 1998
- ----------------------- (Principal Executive Officer)
(Robert A. Kotick) and Director
/s/ Brian G. Kelly Chief Operating Officer, April 21, 1998
- ----------------------- President and Director
(Brian G. Kelly)
*/s/ Barry J. Plaga Chief Financial Officer April 21, 1998
- ----------------------- (Principal Financial and
(Barry J. Plaga) Accounting Officer)
*/s/ Harold A. Brown Director April 21, 1998
(Harold A. Brown)
*/s/ Barbara S. Isgur Director April 21, 1998
- -----------------------
(Barbara S. Isgur)
- ----------------------- Director
(Steven T. Mayer)
*/s/ Robert J. Morgado Director April 21, 1998
- -----------------------
(Robert J. Morgado)
*By: /s/ Brian G. Kelly April 21, 1998
- -----------------------
(Brian G. Kelly)
(Attorney-in-fact)
EXHIBIT INDEX
Page Number
in Signed
Registration
Exhibit No. Description Statement
- ---------- ----------- -------------
5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman
LLP as to legality of securities being registered.*
23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman
LLP (included as part of Exhibit 5.1).*
23.2 Consent of Coopers & Lybrand LLP.*
23.3 Consent of KPMG Peat Marwick LLP.*
23.4 Consent of KPMG Peat Marwick LLP.*
23.5 Consent of Grant Thornton.*
24.1 Power of attorney (included on signature page).*
25.1 Form T-1 Statement of Eligibility and Qualification of State Street
Bank and Trust Company of California, N.A. under the Trust
Indenture Act of 1939.
__________________
* Filed previously.