Securities and Exchange Commission Washington, D.C
Total Page：16
File Type：pdf, Size：1020Kb
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- 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) January 6, 1998 (November 26, 1997) ACTIVISION, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-12699 94-2606438 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 3100 Ocean Park Blvd., Santa Monica, CA 90405 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (310) 255-2000 ------------------ - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS As previously disclosed by Activision, Inc., a Delaware corporation (the "Company") in prior fillings: During November 1997, the Company completed the acquisition of Combined Distribution (Holdings) Limited, a privately held company based in Birmingham, England, which is the parent company of CentreSoft Limited and PDQ Limited ("CentreSoft"); and, also in November 1997, a wholly-owned indirect German subsidiary of the Company acquired NBG EDV Handels- und Verlags GmbH ("NBG"), a privately held software distributor and publisher based in Burglengenfeld, Germany, and Target Software Vertriebs GmbH ("Target"), a small affiliated software retailer. The above mergers have been accounted for as poolings-of-interests. Generally accepted accounting principles proscribe giving effect to a consummated business combination accounted for by the pooling-of-interests method in financial statements that do not include the date of consummation. The Company has prepared restated supplemental consolidated financial statements as of March 31, 1997 and 1996 and for each of the three years ended March 31, 1997, 1996 and 1995 reflecting the above-described transactions, and the Company is filing them as Exhibit 99.1 to this Current Report on Form 8-K so that the Company may incorporate by reference to this report, such financial statements into any future registration statements filed by the Company with the Securities Exchange Commission. Unaudited restated supplemental interim consolidated financial statements as of June 30, 1997 and September 30, 1997 and for the three month periods ended June 30, 1997 and 1996 and for the three month and the six month periods ended September 30, 1997 and 1996 reflecting the above-described transactions also have been included herein as Exhibit 99.4. The supplemental consolidated financial statements do not extend through the date of consummation of the CentreSoft and NBG acquisitions. However, these statements will become the historical consolidated financial statements of the Company after financial statements covering the date of consummation of the business combinations are issued. In addition, the selected supplemental consolidated financial data and management's discussion and analysis of financial condition and results of operations of the Company have been prepared to give retroactive effect to the above-described transactions and appear herein as Exhibits 99.2 and 99.3, respectively. Management's discussion and analysis of financial condition and results of operations of the Company for the periods presented in the supplemental interim consolidated financial statements appears herein as part of Exhibit 99.4. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Exhibits 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Coopers & Lybrand LLP. 23.3 Consent of Grant Thornton. 27 Financial Data Schedule. 99.1 Supplemental Consolidated Financial Statements of Activision, Inc. as of March 31, 1997 and 1996 and for each of the three years ended March 31, 1997, 1996 and 1995 (as restated to reflect the acquisitions of CentreSoft on November 26, 1997 and NBG on November 26, 1997). 99.2 Selected Supplemental Consolidated Financial Data of Activision, Inc. (as restated to reflect the acquisitions of CentreSoft on November 26, 1997 and NBG on November 26, 1997). 99.3 Supplemental Management's Discussion and Analysis of Financial Condition and Results of Operations of Activision, Inc. (as restated to reflect the acquisitions of CentreSoft on November 26, 1997 and NBG on November 26, 1997). 99.4 Supplemental Interim Consolidated Financial Statements of Activision, Inc. as of June 30, 1997 and for the three month periods ended June 30, 1997 and 1996 and as of September 30, 1997 and for the three month and the six month periods ended September 30, 1997 and 1996 (as restated to reflect the acquisitions of CentreSoft on November 26, 1997 and NBG on November 26, 1997). 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: January 6, 1998 ACTIVISION, INC. By /s/ Barry J. Plaga -------------------------------------- Name: Barry J. Plaga Title: Senior Vice President and Chief Financial Officer Exhibit 23.1 The Board of Directors ACTIVISION, INC.: We consent to the incorporation by reference in the registration statements (No. 33-68144, 33-75878, 333-30303 and 333-36949) on Form S-3 and (No. 33-48411, 33-63638, 33-91074, 333-06130, 333-12621, 333-06054 and 333-40727) on Form S-8 of ACTIVISION, INC., of our report dated May 8, 1997, except as to note 2 which is as of November 26, 1997 and note 15 which is as of December 22, 1997, which report is based upon our audit and the report of other auditors, with respect to the supplemental consolidated balance sheet of ACTIVISION, INC. and subsidiaries as of March 31, 1997, and the related supplemental consolidated statements of operations, changes in shareholders' equity, and cash flows for the year then ended which report appears in the Form 8-K of ACTIVISION, INC. dated January 6, 1998. KPMG Peat Marwick LLP Los Angeles, California January 6, 1998 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Activision, Inc. on Forms S-8 (File Nos. 33-48411, 33-63638, 33-91704, 333-06130, 333-12621, 333-06054 and 333-40727) and Forms S-3 (File Nos. 33-68144, 33-75878, 333-30303 and 333-36949) of our report dated May 15, 1996 except for Note 12, as to which the date is June 10, 1997, on our audits of the consolidated financial statements and financial statement schedule of Activision, Inc. and Subsidiaries as of March 31, 1996 and for the years ended March 31, 1996 and 1995, which report is included in this Form 8-K Current Report dated January 6, 1998. COOPERS & LYBRAND L.L.P. Los Angeles, California January 6, 1998 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We have issued our report dated August 7, 1997 (except for Note 16 as to which the date is November 26, 1997) accompanying the financial statements of Combined Distribution (Holdings) Limited and subsidiaries as of April 30, 1997 and for the period June 28, 1996 (inception) to April 30, 1997 included in this Report on Form 8-K. We consent to the incorporation by reference of said report in the Registration Statements of Activision, Inc. on Forms S-8 (File Nos. 33-48411, 33-63638, 33-91074, 333-06130, 333-12621, 333-06054 and 333-40727) and Forms S-3 (File Nos. 33-68144, 33-75878, 333-30303 and 333-36949). GRANT THORNTON Registered Auditors Chartered Accountants Central Milton Keynes, England January 6, 1998 5 1,000 YEAR MAR-31-1997 MAR-31-1997 21,358 0 54,307 7,674 8,283 87,168 15,032 8,042 119,754 33,710 0 1,500 0 0 81,980 119,754 154,644 154,644 87,121 53,715 0 0 (233) 14,041 4,815 9,226 0 0 0 9,226 .50 .50 Exhibit 99.1 INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders ACTIVISION, INC.: We have audited the accompanying supplemental consolidated balance sheet of ACTIVISION, INC. and subsidiaries as of March 31, 1997 and the related supplemental consolidated statements of operations, changes in shareholders' equity and cash flows for the year then ended. In connection with our audit of the supplemental consolidated financial statements, we also have audited supplemental financial statement schedule II for the year ended March 31, 1997. These supplemental consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these supplemental consolidated financial statements and financial statement schedule based on our audit. We did not audit the financial statements of Combined Distribution (Holdings) Limited, a wholly-owned subsidiary, which statements reflect total assets constituting 21 per cent and total revenues constituting 44 per cent of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Combined Distribution (Holdings) Limited, is based solely on the report of the other auditors. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial