As filed with the Securities and Exchange Commission on May 25, 2007

		Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Leap Wireless International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		33-0811062
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification Number)

10307 Pacific Center Court
San Diego, California 92121
(Address, including zip code, of Registrant’s principal executive offices)

2004 STOCK OPTION, RESTRICTED STOCK AND DEFERRED STOCK UNIT PLAN, AS AMENDED
(Full Title of the Plan)

Robert J. Irving, Jr.
Senior Vice President and General Counsel
Leap Wireless International, Inc.
10307 Pacific Center Court
San Diego, California 92121
(Name and address of agent for service)
(858) 882-6000
(Telephone number, including area code, of agent for service)

Proposed

Maximum

Amount

Maximum

Amount of

Amount of

to be

Offering Price

Aggregate

Registration

Title of Securities to be Registered

Registered

Per Share

Offering Price

Fee

Common Stock, $0.0001 par value

3,500,000 (1) (2)

$83.92 (3)

$293,720,000 (3)

$9,018

(1)		Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2)		Covers 3,500,000 additional shares of common stock available for issuance under the 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan of Leap Wireless International, Inc. (the “2004 Plan”), pursuant to an amendment of the 2004 Plan approved by the stockholders of the Registrant on May 17, 2007. The 2004 Plan authorizes the issuance of a maximum of 8,300,000 shares of common stock. However, the offer and sale of 4,800,000 shares of common stock, which have been or may be issued under the 2004 Plan, have previously been registered pursuant to Registration Statement on Form S-8 (File No. 333-125909).
(3)		This estimate is made pursuant to Rule 457(h) solely for purposes of calculating the registration fee, and is based on the average of the high and low prices for the Registrant’s common stock as reported on the Nasdaq Global Select Market on May 24, 2007.

Proposed sales to take place as soon after the effective date of this Registration Statement
as awards granted under the above-named plan are granted, exercised and/or distributed.

 

 

INTRODUCTION

     This Registration Statement on Form S-8 registers the offer and sale of an additional 3,500,000 shares of common stock of Leap Wireless International, Inc. for issuance under the 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan of Leap Wireless International, Inc. (the “2004 Plan”). In accordance with Instruction E to Form S-8, the contents of the prior Registration Statement on Form S-8 (File No. 333-125909) are hereby incorporated by reference.

     Item 3. Incorporation of Documents by Reference.

     The Securities and Exchange Commission (the “Commission”) allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this Registration Statement, and information that we file later with the Commission will automatically update and supersede this information. We incorporate by reference the following documents we have filed, or may file, with the Commission:

	(1)		Our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed by us with the Commission on March 1, 2007 (File No. 000-29752).
	(2)		Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed by us with the Commission on May 10, 2007 (File No. 000-29752).
	(3)		Our Current Reports on Form 8-K filed with the Commission on March 15, 2007, March 21, 2007, March 23, 2007, May 4, 2007 and May 23, 2007.
	(4)		The description of our common stock contained in our Registration Statement on Form 10 filed by us with the Commission on July 1, 1998, as amended (File No. 000-29752).

     All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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 subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement. Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

     Item 8. Exhibits.

     The following is a list of the exhibits filed as part of this Registration Statement, which are incorporated herein:

Exhibit
Number
4.1(1)		Form of Common Stock Certificate
5.1		Opinion of Latham & Watkins LLP.
10.1(2)		2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan, including the first and second amendments thereto.
23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on signature page of this Registration Statement).

(1)		Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on May 16, 2005, and incorporated herein by reference.
(2)		Incorporated by reference to Appendix A to the definitive proxy statement filed by the Registrant with the Commission on April 6, 2007.

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 San Diego, State of California, on this May 25, 2007.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints S. Douglas Hutcheson, Amin I. Khalifa and Robert J. Irving, Jr., and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ S. Douglas Hutcheson		Chief Executive Officer, President and Director		May 25, 2007
S. Douglas Hutcheson		(Principal Executive Officer)
/s/ Amin I. Khalifa		Executive Vice President and Chief Financial Officer		May 25, 2007
Amin I. Khalifa		(Principal Financial Officer)
/s/ Grant Burton		Vice President, Chief Accounting Officer and Controller		May 25, 2007
Grant Burton		(Principal Accounting Officer)
/s/ James D. Dondero		Director		May 25, 2007
James D. Dondero
/s/ John D. Harkey, Jr.		Director		May 25, 2007
John D. Harkey, Jr.
/s/ Robert V. LaPenta		Director		May 25, 2007
Robert V. LaPenta
/s/ Mark H. Rachesky, MD		Chairman of the Board		May 25, 2007
Mark H. Rachesky, MD
/s/ Michael B. Targoff		Director		May 25, 2007
Michael B. Targoff

EXHIBIT INDEX

Exhibit
Number
4.1(1)		Form of Common Stock Certificate
5.1		Opinion of Latham & Watkins LLP.
10.1 (2)		2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan, including the first and second amendments thereto.
23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on signature page of this Registration Statement).

(1)		Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on May 16, 2005, and incorporated herein by reference.
(2)		Incorporated by reference to Appendix A to the definitive proxy statement filed by the Registrant with the Commission on April 6, 2007.