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<HEAD>
<TITLE>Activision S-8</TITLE>
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<P ALIGN=CENTER>As filed with the Securities and Exchange Commission on April 13, 2001</P>
<P ALIGN=RIGHT>Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
<HR SIZE=4 NOSHADE>


<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=5>SECURITIES AND EXCHANGE COMMISSION</font><BR>
Washington, D.C. 20549</B></P>
<HR WIDTH=18% SIZE=2 NOSHADE align=center>


<P ALIGN=CENTER><B>FORM S-8</B></P>

<P ALIGN=CENTER><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES EXCHANGE ACT OF 1933</B></P>
<HR WIDTH=18% SIZE=2 NOSHADE align=center>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=5>ACTIVISION, INC.</font></b><br>(Exact Name of Registrant as Specified in Its Charter)</p>

<P ALIGN=CENTER><B>Delaware</b><br>
(State or Other Jurisdiction of<br>
Incorporation or Organization)</p>

<P ALIGN=CENTER><B>95-4803544</b><br>
(I.R.S. Employer <br>Identification No.)</p>


<P ALIGN=CENTER><B>3100 Ocean Park Boulevard<br>
Santa Monica, California</b><br>
(Address of Principal Executive Offices)</p>

<P ALIGN=CENTER><B>90405</B><br>
(Zip Code)</P>

<P ALIGN=CENTER><B>Employee Stock Options</b><br>
(Full Title of the Plan)</p>

<P ALIGN=CENTER>Robert A. Kotick<br>
Chairman of the Board and Chief Executive Officer<br>
Activision, Inc.<br>
3100 Ocean Park Boulevard<br>
Santa Monica, California 90405<br>
(310) 255-2000<br>
(Name, address and telephone number of agent for service)</P>


<P ALIGN=CENTER>Copies to:</P>

<P ALIGN=CENTER>Kenneth L. Henderson, Esq.<br>
Robinson Silverman Pearce Aronsohn &amp; Berman LLP<BR>
1290 Avenue of the Americas<BR>
New York, New York  10104</P>

<P ALIGN=CENTER><B>Approximate date of proposed sale to the public:<br>
From time to time after the effective date of this Registration Statement.</B></P>

<P ALIGN=CENTER><B>CALCULATION OF REGISTRATION FEE</B></P>
<PRE>
================================================================================

Title of                                          Proposed
Each Class of                                     Maximum
Securities      Amount      Proposed Maximum      Aggregate       Amount of
to be           to be        Offering Price       Offering      Registration
Registered    Registered      Per Share(1)        Price(1)          Fee
--------------------------------------------------------------------------------
Class A
Common Stock,
par value
$.000001
per share      2,000,000(2)      $6.125          $12,252,000      $3063

================================================================================
</PRE>

<P><FONT        FACE="Times        New        Roman,        Times,        Serif"
SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Estimated solely for purposes of
calculating the registration fee. Pursuant to Rules 457(h), the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are
computed on the basis of the price at which the options may be
exercised.</font></P>
<P><FONT FACE="Times New Roman, Times, Serif"
SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All 2,000,000 shares covered by this
Registrastion Statement represent the underlying stock for non-plan options
granted to certain employees of registrant.</font></P>
<p></P>

<P ALIGN=CENTER><B><U>PART I</U><br>
<br>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></p><br>

<p>Items 1 and 2.&nbsp;&nbsp;&nbsp;<u>Plan Information; Registrant Information and Employee Plan Annual Information</u>.</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing
the information specified in the instructions to Part I of Form S-8 will be sent
or given to holders of the non-plan options registered hereby, as specified by
Rule 428(b)(1). In addition, the statement required to be made pursuant to Item
2 of Part I to Form S-8 shall be contained in the Section 10(a) prospectus.</P>

<P ALIGN=CENTER><B><U>PART II</U><br>
<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></p>
<br>
<P>Item 3.&nbsp;&nbsp;&nbsp;<u>Incorporation of Documents by Reference</u>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed
by Activision, Inc., a Delaware corporation, (the "Company"), with the
Securities and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:</p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
                <TD WIDTH=15%>&nbsp;<br><br></TD>
                <TD WIDTH=7%>1.<br><br></TD>
                <TD WIDTH=78%>Annual Report on Form 10-K for the year ended March 31, 2000.<br><br></TD>
</TR>

     <TR VALIGN=TOP>
                <TD>&nbsp;</TD>
                <TD>2.</TD>
                <TD>Proxy Statement dated August 15, 2000, as filed with the Commission on July 28, 2000.<br><br></TD>
</TR>
     <TR VALIGN=TOP>
                <TD>&nbsp;<br><br></TD>
                <TD>3.<br><br></TD>
                <TD>Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2000, September 30, 2000 and December 31, 2000.<br><br></TD>

</TR>
     <TR VALIGN=TOP>
                <TD>&nbsp;<br><br></TD>
                <TD>4.<br><br></TD>
<TD>Current  Reports on Form 8-K filed with the  Commission  on April 19,  2000,
June 16,  2000,  and  March  21,  2001 as  amended  on Form  8-K/A on March  26,
2001.<br><br></TD>
</TR>
     <TR VALIGN=TOP>
                <TD>&nbsp;<br><br></TD>
                <TD>5.<br><br></TD>
                <TD>Description of the Company's Common Stock contained in the Company's Registration Statement on Form S-3, Registration No. 333-46425.<br><br></TD>
</TR>
     <TR VALIGN=TOP>
                <TD>&nbsp;<br><br></TD>
                <TD>6.<br><br></TD>
                <TD>All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31, 1999.<br></TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed
subsequent to the filing date of this Registration Statement with the Commission
by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered by this
Registration Statement have been sold or which de-registers all such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequent filed document which also is, or is deemed
to be, incorporated by reference herein modifies or supersedes such prior
statement. Any statement so

<P ALIGN=CENTER>II-1</P>

<p>modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement, except as
indicated herein.</P>

<P>Item 4.&nbsp;&nbsp;&nbsp;<u>Description of Securities</u>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<P>Item 5.&nbsp;&nbsp;&nbsp;<u>Interests of Named Experts and Counsel</u>.</P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

<P>Item 6.&nbsp;&nbsp;&nbsp;<u>Indemnification of Directors and Officers</u>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the Delaware
General Corporation Law ("DGCL"), paragraph B of Article SIXTH of the Company's
Amended and Restated Certificate of Incorporation and paragraph 5 of Article VII
of the Company's By-laws provide for the indemnification of the Company's
directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Paragraph B of Article SIXTH
of the Amended and Restated Certificate of Incorporation provides mandatory
indemnification rights to any officer or director of the Company who, by reason
of the fact that he or she is an officer or director of the Company, is involved
in a legal proceeding of any nature. Such indemnification rights shall include
reimbursement for expenses incurred by such officer or director in advance of
the final disposition of such proceeding in accordance with the applicable
provisions of the DGCL. Paragraph 5 of Article VII of the Company's By-laws
currently provide that the Company shall indemnify its directors and officers to
the fullest extent permitted by the DGCL.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Paragraph A of Article SIXTH
of the Amended and Restated Certificate of Incorporation contains a provision
which eliminates the personal liability of a director to the Company and its
stockholders for certain breaches of his or her fiduciary duty of care as a
director. This provision does not, however, eliminate or limit the personal
liability of a director (i) for any breach of such director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
the Delaware statutory provision making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. This provision offers persons who serve on the Board
of Directors of the Company protection against awards of monetary damages
resulting from negligent (except as indicated above) and "grossly" negligent
actions taken in the performance of their duty of care, including grossly
negligent business decisions made in connection with takeover proposals for the
Company. As a result of this provision, the ability of the Company or a
stockholder thereof to successfully prosecute an action against a director for a
breach of his duty of care has been limited. However, the provision does not
affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company maintains a
directors' and officers' insurance policy which insures the officers and
directors of the Company from any claim arising out of an alleged wrongful act
by such persons in their respective capacities as officers and directors of the
Company. In addition, the Company has entered into indemnification agreements
with its officers and directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the DGCL. The


<P ALIGN=CENTER>II-2</P>



<p>indemnification agreements require the Company, among other things, to
indemnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature) and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified. The Company believes that these agreements are
necessary to attract and retain qualified persons as directors and officers.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is currently unclear as a matter of law what impact these provisions will have regarding
securities law violations.  The Commission takes the position that indemnification of directors, officers and
controlling persons against liabilities arising under the Securities Act is against public policy as expressed
in the Securities Act and therefore is unenforceable.</P>

<P>Item 7.&nbsp;&nbsp;&nbsp;<u>Exemption from Registration Claimed</u>.</P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

<P>Item 8.&nbsp;&nbsp;&nbsp;<u>Exhibits</u>.</P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
        <TR VALIGN=TOP>
                <TD WIDTH=8%>  4.1<br></TD>
<TD WIDTH=92%>Stock Option Agreement dated May 22, 2000, by and between Activision, Inc. and Robert A. Kotick for the option to purchase 1,000,000 shares of common stock (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q filed
 for the fiscal quarter ended September 30, 2000).<br><br></TD>

      </TR>
        <TR VALIGN=TOP>
                <TD>  4.2<br></TD>
<TD>Stock Option Agreement dated May 22, 2000, by and between Activision, Inc. and Brian G.
            Kelly for the option to purchase 1,000,000 shares of common stock (incorporated by reference
            to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed for the fiscal quarter
            ended September 30, 2000).<br><br></TD>

      </TR>
        <TR VALIGN=TOP>
                <TD>  5.1<br></TD>
<TD>Opinion of Robinson Silverman Pearce Aronsohn &amp; Berman, LLP, counsel to the
                           Company, as to the legality of the Common Stock being registered.<br><br></TD>

      </TR>
        <TR VALIGN=TOP>
                <TD>  23.1<br></TD>
                <TD>Consent of KPMG LLP.<br><br></TD>

      </TR>

        <TR VALIGN=TOP>
                <TD>  23.2<br></TD>
                <TD>Consent of Robinson Silverman Pearce Aronsohn &amp; Berman, LLP (included as part
                           of Exhibit 5.1).<br>
<br></TD>

      </TR>
        <TR VALIGN=TOP>
                <TD>  24.1<br></TD>
                <TD>Power of Attorney (included on signature page).
<br></TD>

      </TR>
 </TABLE>

<p>Item 9.&nbsp;&nbsp;&nbsp;<u>Undertakings</u>.</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:</p>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
file,   during  any  period  in  which   offers  or  sales  are  being  made,  a
post-effective amendment to this Registration Statement:</p>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
         <TR VALIGN=TOP>
                <TD WIDTH=20%>&nbsp;<br><br></TD>
                <TD WIDTH=7%>(i)</TD>
                <TD WIDTH=73%>To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");<br></TD>
        </tr>


     <TR VALIGN=TOP>
                <TD>&nbsp;</TD>
                <TD>(ii)</TD>
                <TD>To reflect in the prospectus any facts or events arising after the effective
date  of this  Registration  Statement  (or  the  most  recent  post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,   represent  a
fundamental change in the information set forth in this Registration  Statement; and.<br></TD></tr>


     <TR VALIGN=TOP>
                <TD>&nbsp;</TD>
                <TD>(iii)</TD>
                <TD>To include any material information with respect to the plan of
  distribution not previously disclosed in this Registration Statement
  or any material change to such information in this Registration Statement;</TD>
       </tr>
</TABLE>

<p><u>provided</u>, <u>however</u>, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.</p>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</p>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby further undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</p>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described
under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.</p>

<P ALIGN=CENTER>II-4</P>


<P ALIGN=CENTER><B><U>SIGNATURES</U></b></P>
     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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-8 and has duly caused this
     Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Los Angeles, State of California,
     on the 13th day of April, 2001.</P>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACTIVISION, INC.
<TABLE WIDTH=50% CELLPADDING=0 CELLSPACING=0>
        <TR VALIGN=TOP>
                <TD WIDTH=11%>&nbsp;</TD>
                <TD WIDTH=10%>&nbsp;</TD>
                <TD WIDTH=79%></TD>
</TR>
       <TR VALIGN=top>
                <TD>&nbsp;</TD>
                <TD>By:</TD>
                <TD>/s/ Robert A. Kotick<HR noshade></TD>
 </TR>
       <TR VALIGN=TOP>
                <TD>&nbsp;</TD>
                <TD>&nbsp;</TD>
                <TD>Robert A. Kotick, Chairman and<BR>
                Chief Executive Officer</TD>
</TR>
</TABLE>

<P ALIGN=CENTER><B>POWER OF ATTORNEY</B></P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each
     person whose signature appears below does hereby constitute and appoint
     Robert A. Kotick and Brian G. Kelly, and each or any of them, as his true
     and lawful attorney-in-fact and agent, with full power of substitution and
     resubstitution, for him and in his name, place and stead, in any and all
     capacities, to sign any and all amendments (including, without limitation,
     post-effective amendments and documents in connection therewith) to this
     Registration Statement, and to file the same with the Securities and
     Exchange Commission, granting unto each said attorney-in-fact and agent
     full power and authority to do and perform each and every act and thing
     requisite and necessary to be done, as fully to all intents and purposes as
     he might or could do in person, hereby ratifying and confirming all that
     said attorney-in-fact and agent or either of them, or their or his
     substitute or substitutes, may lawfully do or cause to be done by virtue
     hereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.</p>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
        <TR valign=top>
                <TD WIDTH=30%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Name</u><br><br></TD>
                <TD WIDTH=50%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Chairman of the Board</u><br><br></TD>
                <TD WIDTH=20%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Date</u><br><br></TD>
</TR>
        <TR valign=top>
                <TD>   <u> /s/ Robert A. Kotick&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
(Robert A. Kotick)</TD>
                <TD>  Chairman, Chief Executive Officer (Principal)<br>
                      Executive Officer) and Director</TD>
                <TD>  April 12, 2001<br><br><br></TD>
       </TR>
           <TR valign=top>
                <TD>   <u> /s/ Brian G. Kelly&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
(Brian G. Kelly)</TD>
                <TD>  Co-Chairman and Director</TD>
                <TD>  April 12, 2001<br><br><br></TD>
       </TR>
          <TR valign=top>
                <TD>   <u> /s/ Ronald Doornink&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
(Ronald Doornink)</TD>
                <TD>  President and Chief Operating<br>Officer</TD>
                <TD>  April 12, 2001<br><br><br></TD>
       </TR>
   <TR valign=top>
                <TD>   <u> /s/ William Chardavoyne&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
(William Chardavoyne)</TD>
                <TD>  Chief Financial Officer (Principal)<br>Financial and Accounting Officer)</TD>
                <TD>  April 12, 2001<br><br><br></TD>
       </TR>
<TR valign=top>
                <TD>   <u> /s/ Harold A. Brown&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
(Harold A. Brown)<br><br></TD>
                <TD>  Director</TD>
                <TD>  April 12, 2001<br><br><br></TD>
       </TR>
<TR valign=top>
                <TD>   <u> /s/ Barbara S. Isgur&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
(Barbara S. Isgur)<br><br></TD>
                <TD>  Director</TD>
                <TD>  April 12, 2001<br><br><br></TD>
       </TR>
<TR valign=top>
                <TD>   <u> /s/ Steven T. Mayer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
(Steven T. Mayer)<br><br></TD>
                <TD>  Director</TD>
                <TD>  April 12, 2001<br><br><br></TD>
       </TR>
<TR valign=top>
                <TD>   <u> /s/ &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
<BR>
(Robert J. Morgado)</TD>
                <TD>  Director</TD>
                <TD>  April 12, 2001<br><br><br></TD>
</tr>
</TABLE>

<P ALIGN=CENTER>II-5</P>



<P ALIGN=CENTER><B>EXHIBIT INDEX</B></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
        <TR valign=top>
                <TD WIDTH=15%>No.</TD>
                <TD WIDTH=70%>Document</TD>
                <td width=15% align=right>Page<br><br></td></tr>
        <TR VALIGN=TOP>
                <TD>  4.1<br><br></TD>
<TD>Stock Option Agreement dated May 22, 2000, by and between
             Activision, Inc. and Robert A. Kotick for the option to purchase
             1,000,000 shares of common stock (incorporated by reference to
             Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed
             for the fiscal quarter ended September 30, 2000).<br><br></TD>
<td>&nbsp;<br><br></td>

      </TR>

        <TR VALIGN=TOP>
                <TD>  4.2<br><br></TD>
<TD>Stock Option Agreement dated May 22, 2000, by and between
             Activision, Inc. and Brian G. Kelly  for the option to purchase
             1,000,000 shares of common stock (incorporated by reference to
             Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed
             for the fiscal quarter ended September 30, 2000).<br><br></TD>
<td>&nbsp;<br><br></td>

      </TR>
        <TR VALIGN=TOP>
                <TD>  5.1<br><br></TD>
<TD>Opinion of Robinson Silverman Pearce Aronsohn &amp; Berman LLP,
             counsel to the Company, as to the legality of the Common Stock
             being registered.<br><br></TD>
<td>&nbsp;<br><br></td>
</TR>
 <TR VALIGN=TOP>
                <TD>  23.1<br><br></TD>
                <TD>Consent of KPMG LLP.<br><br></TD>
<td>&nbsp;<br><br></td>
</TR>
 <TR VALIGN=TOP>
                <TD>  23.2<br><br></TD>
                <TD>Consent of Robinson Silverman Pearce Aronsohn &amp; Berman LLP
             (included as part of Exhibit 5.1).<br><br></TD>
<td>&nbsp;<br><br></td>

      </TR>
 <TR VALIGN=TOP>
                <TD>  24.1<br><br></TD>
                <TD>Power of Attorney (included on signature page)<br><br></TD>
<td>&nbsp;<br><br></td>

      </TR>

</TABLE>

</BODY>
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{"company-data": {"conformed-name": "ACTIVISION INC /NY", "cik": "0000718877", "assigned-sic": "7372", "irs-number": "954803544", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58922", "film-number": "1602335"}, "business-address": {"street1": "3100 OCEAN PARK BLVD", "street2": "STE 1000", "city": "SANTA MONICA", "state": "CA", "zip": "90405", "phone": "3102552000"}, "mail-address": {"street1": "11601 WILSHIRE BLVD 3RD FL", "street2": "STE 1000", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}, "former-company": [{"former-conformed-name": "MEDIAGENIC", "date-changed": "19920703"}, {"former-conformed-name": "ACTIVISION INC", "date-changed": "19880829"}]}
Activision S-8
As filed with the Securities and Exchange Commission on April 13, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933
ACTIVISION, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
95-4803544
(I.R.S. Employer
Identification No.)
3100 Ocean Park Boulevard
Santa Monica, California
(Address of Principal Executive Offices)
90405
(Zip Code)
Employee Stock Options
(Full Title of the Plan)
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 and telephone number of agent for service)
Copies to:
Kenneth L. Henderson, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York  10104
Approximate date of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
================================================================================

Title of                                          Proposed
Each Class of                                     Maximum
Securities      Amount      Proposed Maximum      Aggregate       Amount of
to be           to be        Offering Price       Offering      Registration
Registered    Registered      Per Share(1)        Price(1)          Fee
--------------------------------------------------------------------------------
Class A
Common Stock,
par value
$.000001
per share      2,000,000(2)      $6.125          $12,252,000      $3063

================================================================================
(1)     Estimated solely for purposes of
calculating the registration fee. Pursuant to Rules 457(h), the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are
computed on the basis of the price at which the options may be
exercised.
(2)     All 2,000,000 shares covered by this
Registrastion Statement represent the underlying stock for non-plan options
granted to certain employees of registrant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2.
Plan Information; Registrant Information and Employee Plan Annual Information
.
The document(s) containing
the information specified in the instructions to Part I of Form S-8 will be sent
or given to holders of the non-plan options registered hereby, as specified by
Rule 428(b)(1). In addition, the statement required to be made pursuant to Item
2 of Part I to Form S-8 shall be contained in the Section 10(a) prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents filed
by Activision, Inc., a Delaware corporation, (the "Company"), with the
Securities and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:
1.
Annual Report on Form 10-K for the year ended March 31, 2000.
2.
Proxy Statement dated August 15, 2000, as filed with the Commission on July 28, 2000.
3.
Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2000, September 30, 2000 and December 31, 2000.
4.
Current  Reports on Form 8-K filed with the  Commission  on April 19,  2000,
June 16,  2000,  and  March  21,  2001 as  amended  on Form  8-K/A on March  26,
2001.
5.
Description of the Company's Common Stock contained in the Company's Registration Statement on Form S-3, Registration No. 333-46425.
6.
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31, 1999.
All documents filed
subsequent to the filing date of this Registration Statement with the Commission
by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered by this
Registration Statement have been sold or which de-registers all such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequent filed document which also is, or is deemed
to be, incorporated by reference herein modifies or supersedes such prior
statement. Any statement so
II-1
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement, except as
indicated herein.
Item 4.
Description of Securities
.
Not applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not applicable.
Item 6.
Indemnification of Directors and Officers
.
Section 145 of the Delaware
General Corporation Law ("DGCL"), paragraph B of Article SIXTH of the Company's
Amended and Restated Certificate of Incorporation and paragraph 5 of Article VII
of the Company's By-laws provide for the indemnification of the Company's
directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
Paragraph B of Article SIXTH
of the Amended and Restated Certificate of Incorporation provides mandatory
indemnification rights to any officer or director of the Company who, by reason
of the fact that he or she is an officer or director of the Company, is involved
in a legal proceeding of any nature. Such indemnification rights shall include
reimbursement for expenses incurred by such officer or director in advance of
the final disposition of such proceeding in accordance with the applicable
provisions of the DGCL. Paragraph 5 of Article VII of the Company's By-laws
currently provide that the Company shall indemnify its directors and officers to
the fullest extent permitted by the DGCL.
Paragraph A of Article SIXTH
of the Amended and Restated Certificate of Incorporation contains a provision
which eliminates the personal liability of a director to the Company and its
stockholders for certain breaches of his or her fiduciary duty of care as a
director. This provision does not, however, eliminate or limit the personal
liability of a director (i) for any breach of such director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
the Delaware statutory provision making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. This provision offers persons who serve on the Board
of Directors of the Company protection against awards of monetary damages
resulting from negligent (except as indicated above) and "grossly" negligent
actions taken in the performance of their duty of care, including grossly
negligent business decisions made in connection with takeover proposals for the
Company. As a result of this provision, the ability of the Company or a
stockholder thereof to successfully prosecute an action against a director for a
breach of his duty of care has been limited. However, the provision does not
affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care.
The Company maintains a
directors' and officers' insurance policy which insures the officers and
directors of the Company from any claim arising out of an alleged wrongful act
by such persons in their respective capacities as officers and directors of the
Company. In addition, the Company has entered into indemnification agreements
with its officers and directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the DGCL. The
II-2
indemnification agreements require the Company, among other things, to
indemnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature) and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified. The Company believes that these agreements are
necessary to attract and retain qualified persons as directors and officers.
It is currently unclear as a matter of law what impact these provisions will have regarding
securities law violations.  The Commission takes the position that indemnification of directors, officers and
controlling persons against liabilities arising under the Securities Act is against public policy as expressed
in the Securities Act and therefore is unenforceable.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
4.1
Stock Option Agreement dated May 22, 2000, by and between Activision, Inc. and Robert A. Kotick for the option to purchase 1,000,000 shares of common stock (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q filed
 for the fiscal quarter ended September 30, 2000).
4.2
Stock Option Agreement dated May 22, 2000, by and between Activision, Inc. and Brian G.
            Kelly for the option to purchase 1,000,000 shares of common stock (incorporated by reference
            to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed for the fiscal quarter
            ended September 30, 2000).
5.1
Opinion of Robinson Silverman Pearce Aronsohn & Berman, LLP, counsel to the
                           Company, as to the legality of the Common Stock being registered.
23.1
Consent of KPMG LLP.
23.2
Consent of Robinson Silverman Pearce Aronsohn & Berman, LLP (included as part
                           of Exhibit 5.1).
24.1
Power of Attorney (included on signature page).
Item 9.
Undertakings
.
1.     The undersigned registrant hereby undertakes:
(a)     To
file,   during  any  period  in  which   offers  or  sales  are  being  made,  a
post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
(ii)
To reflect in the prospectus any facts or events arising after the effective
date  of this  Registration  Statement  (or  the  most  recent  post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,   represent  a
fundamental change in the information set forth in this Registration  Statement; and.
(iii)
To include any material information with respect to the plan of
  distribution not previously disclosed in this Registration Statement
  or any material change to such information in this Registration Statement;
provided
,
however
, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(b)     That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)     To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
2.     The undersigned registrant hereby further undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
3.     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described
under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
II-4
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-8 and has duly caused this
     Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Los Angeles, State of California,
     on the 13th day of April, 2001.
ACTIVISION, INC.
By:
/s/ Robert A. Kotick
Robert A. Kotick, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
     person whose signature appears below does hereby constitute and appoint
     Robert A. Kotick and Brian G. Kelly, and each or any of them, as his true
     and lawful attorney-in-fact and agent, with full power of substitution and
     resubstitution, for him and in his name, place and stead, in any and all
     capacities, to sign any and all amendments (including, without limitation,
     post-effective amendments and documents in connection therewith) to this
     Registration Statement, and to file the same with the Securities and
     Exchange Commission, granting unto each said attorney-in-fact and agent
     full power and authority to do and perform each and every act and thing
     requisite and necessary to be done, as fully to all intents and purposes as
     he might or could do in person, hereby ratifying and confirming all that
     said attorney-in-fact and agent or either of them, or their or his
     substitute or substitutes, may lawfully do or cause to be done by virtue
     hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Name
Chairman of the Board
Date
/s/ Robert A. Kotick
(Robert A. Kotick)
Chairman, Chief Executive Officer (Principal)
Executive Officer) and Director
April 12, 2001
/s/ Brian G. Kelly
(Brian G. Kelly)
Co-Chairman and Director
April 12, 2001
/s/ Ronald Doornink
(Ronald Doornink)
President and Chief Operating
Officer
April 12, 2001
/s/ William Chardavoyne
(William Chardavoyne)
Chief Financial Officer (Principal)
Financial and Accounting Officer)
April 12, 2001
/s/ Harold A. Brown
(Harold A. Brown)
Director
April 12, 2001
/s/ Barbara S. Isgur
(Barbara S. Isgur)
Director
April 12, 2001
/s/ Steven T. Mayer
(Steven T. Mayer)
Director
April 12, 2001
/s/
(Robert J. Morgado)
Director
April 12, 2001
II-5
EXHIBIT INDEX
No.
Document
Page
4.1
Stock Option Agreement dated May 22, 2000, by and between
             Activision, Inc. and Robert A. Kotick for the option to purchase
             1,000,000 shares of common stock (incorporated by reference to
             Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed
             for the fiscal quarter ended September 30, 2000).
4.2
Stock Option Agreement dated May 22, 2000, by and between
             Activision, Inc. and Brian G. Kelly  for the option to purchase
             1,000,000 shares of common stock (incorporated by reference to
             Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed
             for the fiscal quarter ended September 30, 2000).
5.1
Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
             counsel to the Company, as to the legality of the Common Stock
             being registered.
23.1
Consent of KPMG LLP.
23.2
Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
             (included as part of Exhibit 5.1).
24.1
Power of Attorney (included on signature page)