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): May 21, 2009
LEAP WIRELESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-29752
(Commission
File Number)
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33-0811062
(I.R.S. Employer
Identification No.) |
10307 Pacific Center Court
San Diego, California 92121
(Address of Principal Executive Offices)
(858) 882-6000
(Registrant’s telephone number, including area code)
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. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amendment to the 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan of
Leap Wireless International, Inc.(the “2004 Plan”) As Previously Amended
At the 2009 Annual Meeting of Stockholders of Leap Wireless International, Inc. (“Leap”) held on
May 21, 2009 (the “2009 Annual Meeting”), Leap’s stockholders approved the third amendment to the
2004 Plan, which increased the number of shares authorized for issuance under the 2004 Plan by
1,000,000 shares to a total of 9,300,000 shares.
For a description of the 2004 Plan, as amended to date, please see “Proposal 3, Approval of
Amendment to The 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan” in Leap’s
definitive proxy statement for its 2009 Annual Meeting of Stockholders, filed with the Securities
and Exchange Commission on April 10, 2009 (the “2009 Proxy Statement”), which is incorporated
herein by reference. The text of the third amendment to the 2004 Plan is attached as Appendix A to
Leap’s 2009 Proxy Statement.
Item 8.01.
Other Events.
Leap’s operating subsidiary, Cricket Communications, Inc. (“Cricket”), has previously announced
plans for Cricket and Denali Spectrum Operations, LLC (“Denali Operations”) to launch markets
covering approximately 25 million additional potential customers (“POPs”) by the
middle of 2009 (measured on a cumulative basis beginning January 2009). As part of these expansion
plans, during the three months ended March 31, 2009, Cricket and Denali Operations launched new
markets in Chicago and Philadelphia covering approximately 16.7 million additional POPs.
In addition, Cricket has also previously identified up to approximately 16 million additional POPs
that it could elect to cover with Cricket service in the next 18 to 24 months. Cricket intends
to launch markets covering approximately eight million of these additional POPs by the end of 2010
and expects to make a determination with respect to any launch of the remaining additional POPs in
the coming quarters.
Cautionary Statement Regarding Forward-Looking Statements
Except for the historical information contained herein, this Current Report on Form 8-K contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements reflect management’s current forecast of certain aspects of our future. You
can generally identify forward-looking statements by forward-looking words such as “believe,”
“think,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,”
“expect,” “should,” “would” and similar expressions in this Current Report on Form 8-K. Such
statements are based on currently available operating, financial and competitive information and
are subject to various risks, uncertainties and assumptions that could cause actual results to
differ materially from those anticipated in or implied by our forward-looking statements. Such
risks, uncertainties and assumptions include, among other things:
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our ability to attract and retain customers in an extremely competitive marketplace; |
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the duration and severity of the current recession in the United States and changes in
economic conditions, including interest rates, consumer credit conditions, consumer debt
levels, consumer confidence, unemployment rates, energy costs and other macro-economic
factors that could adversely affect demand for the services we provide; |
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the impact of competitors’ initiatives; |
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our ability to successfully implement product offerings and execute effectively on our
planned coverage expansion, launches of markets we acquired in the Federal Communications
Commission’s, or FCC’s, auction for Advanced Wireless Services, or Auction #66, and other
strategic activities; |
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our ability to obtain roaming services from other carriers at cost-effective rates; |
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our ability to maintain effective internal control over financial reporting; |
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delays in our market expansion plans, including delays resulting from any difficulties
in funding such expansion through our existing cash, cash generated from operations or
additional capital, or delays by existing U.S. government and other private sector wireless
operations in clearing the Advanced Wireless Services, or AWS, spectrum, some of which
users are permitted to continue using the spectrum for several years; |
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our ability to attract, motivate and retain an experienced workforce; |
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our ability to comply with the covenants in any credit agreement, indenture or similar
instrument governing any of our existing or future indebtedness; |
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failure of our network or information technology systems to perform according to
expectations; and |
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other factors detailed in the section entitled “Risk Factors” included in our Quarterly
Report on Form 10-Q for the three months ended March 31, 2009, and in our other filings
with the Securities and Exchange Commission. |
All future written and oral forward-looking statements attributable to us or any persons acting on
our behalf are expressly qualified in their entirety by the cautionary statements contained in this
Current Report on Form 8-K. New risks and uncertainties arise from time to time, and it is
impossible for us to predict these events or how they may affect us. We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this Current Report on Form 8-K may not occur and actual results could
differ materially from those anticipated or implied in the forward-looking statements. Accordingly,
you are cautioned not to place undue reliance on the forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
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Description |
10.1
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2004 Stock Option, Restricted Stock and Deferred Stock Unit
Plan, including the first and second amendments thereto
(incorporated by reference to Appendix A to the definitive
proxy statement filed by Leap Wireless International, Inc.
with the Securities and Exchange Commission on April 6, 2007). |
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10.2
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Third Amendment to 2004 Stock Option, Restricted Stock and
Deferred Stock Unit Plan (incorporated by reference to
Appendix A to the definitive proxy statement filed by Leap
Wireless International, Inc. with the Securities and Exchange
Commission on April 10, 2009). |