As filed with the Securities and Exchange Commission on April 22, 1998. Registration No. 333-46425 ============================================================================ 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. ========================================================================== 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.