UNITED STATES
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): October 16, 2023
ACTIVISION BLIZZARD, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-15839 | | 95-4803544 |
(State or other jurisdiction of
incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
2701 Olympic Boulevard, Building B
Santa Monica, California | | 90404 |
| (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)
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):
| | ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Common stock, $0.000001 par value per share | | ATVI | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On October 16, 2023, in connection with the previously announced merger of Activision Blizzard, Inc., a Delaware corporation (the “Company”), with and into a wholly-owned subsidiary of Microsoft Corporation, a Washington corporation (“Microsoft”), the Company commenced, upon Microsoft’s request, the solicitation of consents to adopt certain proposed amendments to each of the indentures governing each series of the Company’s outstanding senior notes (collectively, the “Consent Solicitations”), pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as of October 16, 2023. The Company and Microsoft issued a joint press release announcing, among other things, the commencement of the Consent Solicitations, a copy of which is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
This Form 8-K should not be construed as an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any Microsoft securities or other securities by the Company.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
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 thereunto duly authorized.
| | ACTIVISION BLIZZARD, INC. |
| | |
| | By: | /s/ Keith R. Dolliver |
| | | Keith R. Dolliver |
| | | Vice President |
| | |
| Date: October 16, 2023 | |
