Activision Blizzard, Inc. - Amended Current report filing (8-K/A)
28 Julio 2008 - 11:55AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of
earliest event reported):
July 9, 2008
ACTIVISION
BLIZZARD, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-15839
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95-4803544
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3100
Ocean Park Boulevard
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Santa
Monica, CA
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90405
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(Address of principal executive
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(Zip Code)
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offices)
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Registrants 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
registrants under any of the following provisions:
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Item
4.01
Changes in Registrants
Certifying Accountant.
As previously disclosed in
the Current Report on Form 8-K as filed by Activision Blizzard, Inc.
(Activision Blizzard) with the Securities and Exchange Commission (SEC) on July 15,
2008, the merger of Sego Merger Corporation, a wholly owned subsidiary of
Activision, Inc. (Activision), with and into Vivendi Games, Inc. (Vivendi
Games) on July 9, 2008 was treated as a reverse acquisition for
accounting purposes and as such, the historical financial statements of the
accounting acquirer, Vivendi Games, will become the historical financial statements
of Activision Blizzard. The SEC has
released guidance that, unless the same accountant reported on the most recent
financial statements of both the accounting acquirer and the acquired company,
a reverse acquisition results in a change of accountants.
(a)
PricewaterhouseCoopers LLP
was the independent registered public accounting firm that audited Activisions
financial statements for the recent fiscal years ended March 31, 2008,
2007 and 2006. On July 9, 2008, the
audit committee and the board of directors of Activision Blizzard engaged
PricewaterhouseCoopers LLP to be the independent registered public accounting
firm for Activision Blizzard for the year ending December 31, 2008. During the fiscal years ended December 31,
2007 and 2006, and during the transition period through July 9, 2008,
Activision or Vivendi Games did not consult with PricewaterhouseCoopers LLP in
regards to Vivendi Games financial statements, which were audited by Ernst &
Young LLP, with respect to any of (i) the application of accounting
principles to a specified transaction, either completed or proposed; (ii) the
type of audit opinion that was rendered on the Vivendi Games financial
statements or the type of audit opinion that might be rendered on Activision
Blizzards financial statements; or (iii) any other matter that was either
the subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of
Regulation S-K.
(b)
On July 9, 2008, the audit
committee of Activision Blizzard chose to dismiss Ernst & Young LLP,
the independent auditors that were previously engaged to audit the financial
statements of Vivendi Games. In the past
two years, no report on the financial statements of Vivendi Games issued by
Ernst & Young LLP contained an adverse opinion or disclaimer of
opinion, or qualification or modification as to uncertainty, audit scope, or
accounting principles. In addition,
during Vivendi Games two most recent fiscal years and through the date of
dismissal of Ernst & Young LLP, there were no disagreements with Ernst &
Young LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of Ernst & Young LLP, would have
caused it to make reference to the subject matter of the disagreement(s) in
connection with its report.
Except as described below,
there were no reportable events under Item 304(a)(1)(v) of Regulation S-K
that occurred during the fiscal years ended December 31, 2007, 2006 and
2005 and through July 9, 2008.
During the fiscal years
ended December 31, 2006 and 2007, Vivendi Games was a wholly owned
subsidiary of Vivendi S.A. As a wholly
owned subsidiary operating as a business unit within the Vivendi S.A. group,
Vivendi Games had not historically prepared financial statements for separate
stand alone purposes, had its taxable income processed within the Vivendi U.S.
tax returns and did not maintain an external financial reporting group or a tax
group. Internal controls have proven to
be adequate to comply with Vivendi S.A.s internal reporting requirements under
International Financial Reporting Standards.
The U.S. GAAP stand-alone financial statements of Vivendi Games for the
fiscal years ended December 31, 2007 and 2006 were prepared for the
purpose of inclusion in Activisions proxy statement relating to the merger
with Activision and were issued after the announcement of the transaction.
Management of Vivendi Games
has discussed the material weaknesses described below with Ernst &
Young LLP, and management of Vivendi Games and Vivendi S.A. have authorized
Ernst & Young LLP to respond fully to the inquiries of a successor
auditor concerning the subject matter below.
Ernst & Young LLP considered the material weaknesses in
determining the nature, timing and extent of their audit procedures performed
on the 2007 and 2006 financial statements of Vivendi Games.
2
In connection with Ernst &
Young LLPs audit of the financial statements of Vivendi Games for the fiscal
years ended December 31, 2007 and 2006, Ernst & Young LLP advised
Vivendi Games that it believed the following matters constituted material
weaknesses as it related to those stand-alone financial statements:
In connection with the
preparation of its financial statements, on a stand-alone U.S. GAAP basis, for
the fiscal years ended December 31, 2007 and 2006, Vivendi Games
management did not detect certain errors in the preparation, classification and
disclosure of its financial statements; additionally, Vivendi Games management
did not detect certain errors in the stand alone-tax provision and related tax
disclosures in its financial statements for the fiscal year ended December 31,
2007. These errors were detected by
Ernst & Young LLP during the audit process and required certain
modifications to the financial statements and related disclosures prior to
their issuance. These modifications were
made prior to the delivery of these financial statements by Vivendi Games
management to Activision.
Activision Blizzard has
provided Ernst & Young LLP with a copy of the foregoing disclosures
and requested that Ernst & Young LLP furnish a letter addressed to the
United States Securities and Exchange Commission stating whether it agreed with
the above statements made by Activision Blizzard. A copy of such letter, dated July 28,
2008, is filed as Exhibit 16.1 to this Form 8-K/A, and incorporated
herein by reference.
Item 9.01
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Financial Statements and
Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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16.1
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Letter from Ernst & Young LLP to the SEC,
dated July 28, 2008
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3
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 thereunto duly authorized.
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ACTIVISION BLIZZARD, INC.
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Date: July 28,
2008
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By:
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/s/
Thomas Tippl
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Name:
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Thomas Tippl
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Title:
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Chief Financial Officer
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4
EXHIBIT
INDEX
Exhibit No.
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Description
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16.1
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Letter from Ernst & Young LLP to the SEC,
dated July 28, 2008
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5
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