LEAP WIRELESS INTERNATIONAL INC
S-3/A, 2000-10-11
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>


 As filed with the Securities and Exchange Commission on October 11, 2000

                                                 Registration No. 333-45388

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                              Amendment No. 1

                                    To
                                    Form S-3
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                ---------------

                       Leap Wireless International, Inc.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
             Delaware                               4812                            33-0811062
 <S>                                 <C>                                <C>
   (State or other jurisdiction         (Primary Standard Industrial             (I.R.S. Employer
 of incorporation or organization)       Classification Code Number)          Identification Number)
</TABLE>

                           10307 Pacific Center Court
                          San Diego, California 92121
                                 (858) 882-6000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

<TABLE>
<S>                                                <C>
                Agent for Service:                                     Copies to:
                 HARVEY P. WHITE                                  Scott N. Wolfe, Esq.
             Chief Executive Officer                            Barry M. Clarkson, Esq.
        Leap Wireless International, Inc.                           Latham & Watkins
            10307 Pacific Center Court                          701 B Street, Suite 2100
           San Diego, California 92121                        San Diego, California 92101
                  (858) 882-6000                                     (619) 236-1234
</TABLE>

                                ---------------

   Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                ---------------

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

              (Subject to Completion, dated October 11, 2000)

PROSPECTUS

                                 $1,000,000,000

                       LEAP WIRELESS INTERNATIONAL, INC.

                                Debt Securities

                                Preferred Stock

                               Depositary Shares

                                  Common Stock

                                    Warrants

                                     Rights

                                     Units

                                 ------------

  We may offer and sell from time to time in one or more classes or series and
in amounts, at prices and on the terms that we will determine at the time of
offering, with an aggregate initial offering price of up to $1,000,000,000:

  . debt securities, which may consist of debentures, notes or other types of
    debt;

  . shares of preferred stock;

  . shares of preferred stock represented by depositary shares;

  . shares of common stock;

  . warrants to purchase debt securities, preferred stock or common stock;

  . rights to purchase shares of common stock; and

  . units consisting of two or more of the foregoing.

  We will provide the specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.

  Our common stock is listed on the Nasdaq National Market under the symbol
LWIN.

                                 ------------

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

  We will sell these securities directly to our stockholders or to purchasers
or through agents on our behalf or through underwriters or dealers as
designated from time to time. If any agents or underwriters are involved in the
sale of any of these securities, the applicable prospectus supplement will set
forth the names of the agents or underwriters and any applicable fees,
commissions or discounts.

                                 ------------

                The date of this prospectus is           , 2000
<PAGE>

   You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to
provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. We are not making an
offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this
prospectus is accurate as of the date on the front cover of this prospectus
only. Our business, financial condition, results of operations and prospects
may have subsequently changed.

                               ----------------

                               TABLE OF CONTENTS

                                                                            Page

<TABLE>
<S>                                                                          <C>
About this Prospectus.......................................................   3
Where You Can Find More Information.........................................   4
Forward-Looking Statements..................................................   5
Leap Wireless International.................................................   6
Use of Proceeds.............................................................   6
Ratio of Earnings To Fixed Charges..........................................   6
Description of Debt Securities..............................................   7
Description of Capital Stock................................................  15
  Common Stock..............................................................  15
  Preferred Stock...........................................................  15
Description of Depositary Shares............................................  18
Description of Warrants.....................................................  22
Description of Rights.......................................................  25
Description of Units........................................................  26
Plan of Distribution........................................................  27
Legal Matters...............................................................  28
Experts.....................................................................  28
</TABLE>

                               ----------------

   Whenever we refer to "Leap," "we," "our" or "us" in this prospectus, we mean
Leap Wireless International, Inc. and its consolidated subsidiaries, unless the
context suggests otherwise. When we refer to "you" or "yours," we mean the
holders of the applicable series of securities.

                                       2
<PAGE>

                             ABOUT THIS PROSPECTUS

   This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf registration process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $1,000,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we offer to sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. To the
extent that any statement that we make in a prospectus supplement is
inconsistent with statements made in this prospectus, the statements made in
this prospectus will be deemed modified or superceded by those made in a
prospectus supplement. You should read both this prospectus and any prospectus
supplement together with additional information described under the next
heading, "Where You Can Find More Information."

                                       3
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

   Leap is subject to the informational requirements of the Securities Exchange
Act of 1934, and files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any reports, proxy
statements and other information we file at the SEC's public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional
offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Please call the SEC at 1-800-SEC-0300 for further information on the
public reference rooms. You may also access filed documents at the SEC's Web
site at www.sec.gov.

   We are incorporating by reference some information about us that we file
with the SEC. We are disclosing important information to you by referencing
those filed documents. Any information that we reference this way is considered
part of this prospectus.

   We incorporate by reference the following documents we have filed, or may
file, with the SEC:

  .  Our Annual Report on Form 10-K for the fiscal year ended August 31, 1999
     filed with the SEC on October 20, 1999, Amendment No. 1 thereto filed on
     Form 10-K/A with the SEC on December 13, 1999 and Amendment No. 2
     thereto filed on Form 10-K/A with the SEC on June 28, 2000;

  .  Our Quarterly Report on Form 10-Q for the fiscal quarter ended November
     30, 1999 filed with the SEC on January 14, 2000;

  .  Our Quarterly Report on Form 10-Q for the fiscal quarter ended February
     29, 2000 filed with the SEC on April 14, 2000;

  .  Our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31,
     2000 filed with the SEC on July 17, 2000;

  .  Our Current Report on Form 8-K dated February 17, 2000 filed with the
     SEC on February 17, 2000;

  .  Our Current Report on Form 8-K dated March 17, 2000 filed with the SEC
     on April 3, 2000 and Amendment No. 1 thereto filed on Form 8-K/A with
     the SEC on May 25, 2000;

  .  Our Current Report on Form 8-K dated June 2, 2000 filed with the SEC on
     June 19, 2000 and Amendment No. 1 thereto filed on Form 8-K/A with the
     SEC on June 28, 2000;

  .  Our Current Report on Form 8-K dated July 31, 2000 filed with the SEC on
     August 14, 2000;

  .  Our Current Report on Form 8-K dated August 21, 2000 filed with the SEC
     on August 24, 2000;

  .  Our Current Report on Form 8-K dated September 8, 2000 filed with the
     SEC on September 11, 2000;

  .  Our Current Report on Form 8-K dated September 18, 2000 filed with the
     SEC on September 29, 2000;

  .  Our Current Report on Form 8-K dated September 28, 2000 filed with the
     SEC on October 10, 2000;

  .  The description of our common stock contained in our Registration
     Statement on Form 10 filed with the SEC on July 1, 1998, as amended; and

  .  All documents filed by us with the SEC under Sections 13(a), 13(c), 14
     or 15(d) of the Securities Exchange Act of 1934 after the date of this
     prospectus and before termination of this offering.

   A statement contained in a document incorporated by reference herein shall
be deemed to be modified or superceded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is also incorporated herein modifies or replaces such statement.
Any statements so modified or superceded shall not be deemed, except as so
modified or superceded, to constitute a part of this prospectus.

   You may request a free copy of any of the documents incorporated by
reference in this prospectus by writing or telephoning us at the following
address:

                       Leap Wireless International, Inc.
                           10307 Pacific Center Court
                          San Diego, California 92121
                                 (858) 882-6000

                                       4
<PAGE>

                           FORWARD-LOOKING STATEMENTS

   This prospectus contains and incorporates by reference forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions
about Leap, including, among other things:

  .  the ability to successfully deploy wireless networks;

  .  the ability to raise sufficient funds to finance such deployment;

  .  the ability to control costs relating to constructing, expanding and
     operating the networks;

  .  the ability to close pending asset acquisitions and dispositions;

  .  the ability to attract new subscribers and the rate of growth of the
     subscriber base;

  .  the usage and revenue generated from subscribers;

  .  the range of services offered;

  .  the ability to effectively manage growth and the intense competition in
     the wireless communications industry, as well as conditions governing
     the use of network licenses set by various government and regulatory
     authorities; and

  .  developments in current or future litigation.

   You can identify these forward-looking statements by forward-looking words
such as "believe," "may," "could," "will," "estimate," "continue,"
"anticipate," "intend," "seek," "plan," "expect," "should," "would" and similar
expressions in this prospectus.

   We undertake no obligation to publicly 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 prospectus may not occur and actual results
could differ materially from those anticipated or implied in the forward-
looking statements.

                                       5
<PAGE>

                          LEAP WIRELESS INTERNATIONAL

   Leap is a wireless communications carrier that is deploying unique, low-
cost, simple wireless services designed to accelerate the transformation of
mobile wireless into a mass consumer product. We generally seek to address a
much broader population segment than incumbent wireless operators have
addressed to date. In the United States, we are offering wireless service under
the brand name "Cricket." Our innovative Cricket strategy is to extend the
benefits of mobility to the mass market by offering wireless service that is as
simple to understand and use as, and priced competitively with, traditional
landline service. We are also currently involved in developing and operating a
nationwide digital wireless network in Mexico. In each of our markets, we are
deploying 100% digital, Code Division Multiple Access, or CDMA, networks that
provide higher capacity and more efficient deployment of capital than competing
technologies. This, when combined with our efforts to streamline operation and
distribution systems, allows us to be a low-cost provider of wireless services
in each of our markets.

   We have been designated under FCC rules to be eligible to hold C-Block and
F-Block licenses. As a "designated entity," we can acquire these licenses,
which many large incumbent wireless providers cannot hold, at generally
attractive prices and terms. We recently acquired 36 licenses from the federal
government's 1999 re-auction of C-Block licenses, three F-Block PCS licenses
from AirGate Wireless, L.L.C., 11 C-Block licenses from Chase
Telecommunications, Inc. and one F-Block license from PCS Devco, Inc. We also
have entered into definitive agreements to purchase other wireless licenses,
and are considering the purchase of additional licenses in other U.S. markets.
Our target markets generally are self-contained metropolitan communities in
which our potential customers tend to live, work and play within one local
urban and suburban area. These target communities are areas where roaming
beyond the local area is less important and the Cricket low-cost, local-only
service may be particularly attractive to potential customers.

   Leap was formed as a Delaware corporation in June 1998 as a subsidiary of
Qualcomm Incorporated. In September 1998, Qualcomm distributed all of the
common stock of Leap to Qualcomm's stockholders as a taxable dividend, and Leap
entered into various agreements with Qualcomm. Our executive offices are
located at 10307 Pacific Center Court, San Diego, CA 92121. Our telephone
number is (858) 882-6000.

                                USE OF PROCEEDS

   We intend to use the net proceeds from the sale of the securities under this
prospectus for general corporate purposes, including acquisitions, capital
expenditures and working capital. We expect to use the majority of the proceeds
from offerings under this prospectus to finance future acquisitions of wireless
operating licenses, including those that the FCC plans to auction, acquisitions
of wireless operating systems and complementary businesses and costs related to
building out wireless markets. We may invest funds not required immediately for
these purposes in short-term investment grade securities.

                       RATIO OF EARNINGS TO FIXED CHARGES

   Our ratios of earnings to fixed charges are as follows for the periods
indicated:

<TABLE>
<CAPTION>
                                           Year Ended August 31,   Nine Months
                                          ----------------------- Ended May 31,
                                          1996  1997  1998  1999      2000
                                          ----- ----- ----- ----- -------------
<S>                                       <C>   <C>   <C>   <C>   <C>
Ratio of earnings to fixed charges.......   --    --    --    --        --
</TABLE>

   For the years ended August 31, 1996, 1997, 1998 and 1999, our earnings were
insufficient to cover fixed charges by $0.4 million, $1.4 million, $23.6
million and $47.6 million, respectively. For the nine months ended May 31,
2000, our earnings were insufficient to cover fixed charges by $146.6 million.
Fixed charges consist of interest expense, including capitalized interest,
amortized discounts related to indebtedness and that portion of rent expenses
deemed to be interest.

   To date, we have not issued any shares of preferred stock. Therefore, the
ratios of earnings to fixed charges and preferred stock dividends are identical
to the ratios presented in the table above.

                                       6
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

   This prospectus describes the general terms and provisions of our debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a supplement to this
prospectus. Accordingly, for a description of the terms of any series of debt
securities, you must refer to both the prospectus supplement relating to that
series and the description of the debt securities in this prospectus. A
prospectus supplement may change any of the terms of the debt securities
described in this prospectus.

   The debt securities offered by this prospectus will be issued under an
indenture between us and the trustee named therein. The indenture is subject
to, and governed by, the Trust Indenture Act of 1939, as amended. We have
incorporated by reference the form of indenture as an exhibit to the
registration statement of which this prospectus forms a part and you should
read the indenture for the provisions that may be important to you. We have
summarized select portions of the indenture below. The summary is not complete.
Terms used in the summary below and not defined in this prospectus have the
meanings specified in the indenture.

General

   The debt securities will be our direct obligations, which may be secured or
unsecured, and which may be senior or subordinated indebtedness. We may issue
an unlimited amount of debt securities, in one or more series, under the
indenture. The terms of each series of debt securities will be established by
our board of directors or in a supplemental indenture. We do not have to issue
all debt securities of one series at the same time and, unless described
differently in a prospectus supplement, we may reopen a series, without the
consent of the holders of the debt securities of that series, for issuances of
additional debt securities of that series.

   There may be more than one trustee under the indenture, each relating to one
or more series of debt securities. Any trustee may resign or be removed by us
at which time we will appoint a successor trustee. Each trustee will be a
trustee of a trust under the indenture separate and apart from the trust
administered by any other trustee under the indenture. Except as indicated
elsewhere in this prospectus, any action taken by the trustee may be taken by
the trustee only relating to the series of debt securities for which it is the
trustee.

   We will provide in a prospectus supplement, including any pricing
supplement, relating to any series of debt securities being offered, the
aggregate principal amount and the following terms of the debt securities:

  .  the title of the debt securities;

  .  the aggregate principal amount of the debt securities and any limit on
     the aggregate principal amount of the debt securities;

  .  whether we will issue the debt securities at a discount and the portion
     of the principal amount of the debt securities payable upon declaration
     of acceleration of the maturity of the securities or upon redemption, if
     other than the principal amount, and the rate at which the original
     issue discount will accrue;

  .  the date on which we will pay the principal on the debt securities;

  .  the rate, which may be fixed or variable, or the method used to
     determine the rate at which the debt securities will bear interest;

  .  the date from which interest will accrue, the date on which interest
     will be payable and any regular record date for the interest payable on
     any interest payment date;

  .  the place where we will pay, or the method of payment of, principal,
     premium and interest on the debt securities and where holders may
     surrender the debt securities for conversion, registration of transfer
     or exchange;

  .  any obligation we have to redeem or purchase the debt securities under
     any sinking fund or similar provisions or at the option of a holder of
     debt securities;

                                       7
<PAGE>

  .  our right to redeem the debt securities and the date on which, the price
     at which and the terms and conditions upon which we may redeem the debt
     securities;

  .  the denominations in which we will issue the debt securities, if other
     than denominations of $1,000 and any multiples of $1,000;

  .  provisions, if any, for the defeasance or discharge of our obligations
     relating to the debt securities;

  .  whether we will issue the debt securities in registered or bearer form;

  .  the currency in which we will pay principal, premium and interest on the
     debt securities;

  .  if we will pay principal, premium or interest on the debt securities in
     one or more currencies other than those in which the debt securities are
     denominated, the manner in which we will determine the exchange rate on
     the payments;

  .  the manner in which we will determine the amounts of payment of
     principal, premium or interest on the debt securities if these amounts
     may be determined by reference to an index based on a currency other
     than that in which the debt securities are denominated or designated or
     by reference to a commodity, commodity index, stock exchange index or
     financial index;

  .  any addition to, or change or deletion of, any events of default or
     covenants in the indenture;

  .  a discussion of any material or special United States federal income tax
     considerations applicable to the debt securities;

  .  any depositaries, trustees, interest rate calculation agents, exchange
     rate calculation agents or other agents relating to the debt securities
     other than those originally appointed;

  .  whether we will issue the debt securities in the form of global
     securities and whether we will issue the global securities in temporary
     or permanent global form;

  .  any rights of the holders of the debt securities to convert the debt
     securities into other securities or property and the terms and
     conditions of the conversion;

  .  any subordination provisions relating to the debt securities;

  .  any listing of the debt securities on a securities exchange;

  .  any provisions relating to any security provided for by the debt
     securities; and

  .  any other terms of the debt securities that will not be inconsistent
     with the indenture.

   We may issue debt securities at a discount below their stated principal
amount. Even if we do not issue the debt securities below their stated
principal amount, for United States federal income tax purposes the debt
securities may be deemed to have been issued with a discount because of
interest payment characteristics. We will describe in a prospectus supplement
the United States federal income tax considerations applicable to debt
securities issued at a discount or deemed to be issued at a discount. We will
also describe in a prospectus supplement the special United States federal
income tax considerations or other restrictions or terms applicable to debt
securities issuable in bearer form, offered exclusively to foreigners or
denominated in a foreign currency.

Denominations, Registration, Transfer and Exchange

   Unless we specify otherwise in the prospectus supplement, the debt
securities of any series will be issuable only in denominations of $1,000 and
multiples of $1,000, and will be payable only in U.S. dollars.

   We may issue the debt securities in whole or in part in the form of one or
more global securities that will be deposited with, or on behalf of, a
depositary identified in the applicable prospectus supplement. We may issue the
global securities in either registered or bearer form and in either temporary
or permanent form. We will describe the specific terms of the depositary
arrangement relating to a series of debt securities in the prospectus
supplement.

                                       8
<PAGE>

   You may transfer or exchange certificated debt securities at any office we
maintain for this purpose in accordance with the terms of the indenture. We
will not charge a service fee for any transfer or exchange of certificated debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge we are required to pay in connection with a transfer
or exchange.

   You may effect the transfer of certificated debt securities and the right to
receive the principal, premium and interest on certificated debt securities
only by surrendering the certificate representing those certificated debt
securities and either reissuance by us or the trustee of the certificate to the
new holder or the issuance by us or the trustee of a new certificate to the new
holder.

   We are not required to:

  .  register, transfer or exchange debt securities of any series during a
     period beginning at the opening of 15 business days before the day we
     transmit a notice of redemption of debt securities of the series
     selected for redemption and ending at the close of business on the day
     of the transmission; or

  .  to register, transfer or exchange any debt security so selected for
     redemption in whole or in part, except the unredeemed portion of any
     debt security being redeemed in part.

Covenants

   We will describe in the prospectus supplement any restrictive covenants
applicable to an issue of debt securities.

Consolidation, Merger or Sale of Assets

   We may not consolidate or merge with or into, or sell, assign, convey or
transfer our properties and assets substantially in their entirety to another
corporation, person or entity unless:

  .  in the case of a consolidation or merger, (a) we are the surviving
     corporation, or (b) the successor corporation is an entity organized and
     validly existing under the laws of the United States, any state of the
     United States or the District of Columbia and expressly assumes our
     obligations under the debt securities and the indenture; and

  .  immediately after giving effect to the transaction, no event of default
     exists.

   Notwithstanding the foregoing, any of our subsidiaries may consolidate with,
merge into or transfer all or part of its properties and assets to us.

Events of Default

   Each of the following is an event of default relating to a series of debt
securities:

  .  default in the payment of any interest upon any debt security of that
     series when it becomes due and payable, and continuance of that default
     for a period of 30 days;

  .  default in the payment of principal of or premium on any debt security
     of that series when due and payable;

  .  default in the deposit of any sinking fund payment, when and as due
     relating to any debt security of that series;

  .  default in the performance or breach by us of any other covenant or
     warranty in the indenture, other than a covenant or warranty that has
     been included in the indenture solely for the benefit of a series of
     debt securities other than that series, which default continues uncured
     for a period of 60 days after we receive written notice from the trustee
     or we and the trustee receive written notice from the holders of at
     least 25% in principal amount of the outstanding debt securities of that
     series as provided in the indenture;

                                       9
<PAGE>

  .  the acceleration of the maturity date of any of our indebtedness, other
     than non-recourse indebtedness, at any one time, in an amount exceeding
     the greater of (1) $25 million or (2) 5% of our consolidated net
     tangible assets, if the acceleration is not cancelled within 30 days;

  .  events of bankruptcy, insolvency or reorganization; and

  .  any other event of default provided relating to debt securities of that
     series that is described in the applicable prospectus supplement
     accompanying this prospectus.

   Non-recourse indebtedness means indebtedness for which the terms provide
that the lender's claim for repayment of the indebtedness is limited solely to
a claim against the property which secures the indebtedness.

   Consolidated net tangible assets means the total amount of assets, including
investments in joint ventures, of a company and its subsidiaries, if any, less
applicable depreciation, amortization and other valuation reserves after
deducting:

  .  all current liabilities, excluding (1) the current portion of long-term
     indebtedness, (2) intercompany liabilities and (3) any liabilities which
     are by their terms renewable or extendible at the option of the obligor
     to a time more than 12 months from the time as of which the amount is
     being computed; and

  .  all goodwill, trade names, trademarks, patents, unamortized debt
     discount and any other similar intangibles, all as provided on the most
     recent consolidated balance sheet of the company and computed in
     accordance with generally accepted accounting principles.

   If an event of default relating to outstanding debt securities of any series
occurs and is continuing, then the trustee or the holders of at least 25% in
principal amount of outstanding debt securities of that series may declare, in
a written notice, the principal amount, or specified amount, plus accrued and
unpaid interest and premium, if payable on all debt securities of that series
to be immediately due and payable. At any time after a declaration of
acceleration relating to debt securities of any series has been made, the
holders of a majority in principal amount of the outstanding debt securities of
that series may rescind and cancel the acceleration if:

  .  the holders act before the trustee has obtained a judgment or decree for
     payment of the money due;

  .  we have paid or deposited with the trustee a sum sufficient to pay
     overdue interest and overdue principal other than the accelerated
     interest and principal; and

  .  we have cured or the holders have waived all events of default, other
     than the non-payment of accelerated principal and interest relating to
     debt securities of that series, as provided in the indenture.

   We refer you to the prospectus supplement relating to any series of debt
securities that are discount securities for the particular provisions relating
to acceleration of a portion of the principal amount of the discount securities
upon the occurrence of an event of default.

   The trustee has no obligation to exercise any of its rights or powers under
the indenture at the request of any holder of outstanding debt securities,
unless the trustee receives indemnity satisfactory to it against any loss,
liability or expense. Subject to rights of the trustee, the holders of a
majority in principal amount of the outstanding debt securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee relating to the debt securities of that series.

   No holder of any debt security of any series will have any right to
institute any judicial or other proceeding relating to the indenture or for the
appointment of a receiver or trustee, or for any remedy under the indenture,
unless:

  .  that holder has previously given the trustee written notice of a
     continuing event of default relating to debt securities of that series;
     and


                                       10
<PAGE>

  .  the holders of at least a 25% in principal amount of outstanding debt
     securities of that series have made written request, and offered
     reasonable indemnity, to the trustee to institute the proceeding as
     trustee, and the trustee has not received from the holders of a majority
     in principal amount of the outstanding debt securities of that series a
     direction inconsistent with that request and has failed to institute the
     proceeding within 60 days.

   The holder of any debt security will have an absolute and unconditional
right to receive payment of the principal, premium and any interest on that
debt security on or after the due dates expressed in that debt security and to
institute suit for the enforcement of payment.

   Within 120 days after the end of our fiscal year we will furnish to the
trustee a statement as to compliance with the indenture. The trustee may
withhold notice to the holders of debt securities of any series of any default
or event of default, except in payment on any debt securities of that series,
relating to debt securities of that series if it in good faith determines that
withholding notice is in the interest of the holders of those debt securities.

Modification and Waiver

   We may modify the indenture, without prior notice to or consent of any
holders, for any of the following purposes:

  .  to evidence the succession of another corporation to our rights and the
     assumption by the successor of our covenants and obligations in the
     indenture and the debt securities;

  .  to add to the covenants for the benefit of the holders of the debt
     securities or to surrender any right or power conferred upon us in the
     indenture;

  .  to add any events of default;

  .  to add or change any provision of the indenture to permit or facilitate
     the issuance of debt securities of any series in bearer form, to permit
     bearer securities to be issued in exchange for registered securities, to
     permit bearer securities to be issued in exchange for bearer securities
     of other denominations or to permit the issuance of debt securities of
     any series in uncertificated form, provided that the action will not
     adversely affect the interests of the holders of debt securities or
     coupons in any material respect;

  .  to change or eliminate any provision of the indenture, provided that the
     change or elimination will become effective only when there is no
     outstanding debt security issued under the indenture or coupon of any
     series created prior to the modification which is entitled to the
     benefit of the provision and as to which the modification would apply;

  .  to secure the debt securities or to provide that any of our obligations
     under the debt securities or the indenture will be guaranteed and the
     terms and conditions for the release or substitution of the security or
     guarantee;

  .  to supplement any provisions of the indenture to permit or facilitate
     the defeasance and discharge of any series of debt securities, provided
     that the action will not adversely affect the interests of the holders
     of the debt securities or coupons in any material respect;

  .  to establish the form or terms of debt securities and coupons as
     permitted by the indenture;

  .  to evidence and provide for a successor or other trustee relating to one
     or more series of debt securities and to add or change any provision of
     the indenture to provide for or facilitate the administration of the
     trusts by more than one trustee; or

  .  to cure any ambiguity, to correct or supplement any provision of the
     indenture which may be defective or inconsistent with any other
     provision of the indenture, to eliminate any conflict between the terms
     of the indenture and the debt securities and the Trust Indenture Act or
     to make any other

                                       11
<PAGE>

     provisions which will not be inconsistent with any provision of the
     indenture; provided, however, that these other provisions will not
     adversely affect the interest of the holders of outstanding debt
     securities or coupons in any material respect.

   We may modify and amend the indenture with the written consent of at least
a majority in principal amount of the outstanding debt securities of each
series affected by the modifications or amendments. However, these
modifications may not, without the consent of the holder of each outstanding
debt security of each series affected:

  .  change the stated maturity of any debt security or coupon;

  .  reduce the principal amount of any payment to be made on any debt
     security or coupon;

  .  reduce the rate of interest or extend the time for payment of interest
     or premium payable upon redemption of any debt security;

  .  change the coin or currency in which any debt security or any premium or
     interest is payable;

  .  reduce the amount of the principal of a discount security that would be
     due and payable upon a declaration of acceleration of the maturity;

  .  impair the right to institute suit for the enforcement of any payment on
     or after the due date of the payment;

  .  alter any redemption provisions in a manner adverse to the holders of
     the debt securities;

  .  reduce the percentage in principal amount of the outstanding debt
     securities;

  .  adversely affect the right of any holder to convert any debt security;

  .  modify any of the waiver provisions, except to increase any required
     percentage or to provide that other provisions of the indenture cannot
     be modified or waived without the consent of the holder of each affected
     outstanding debt security; or

  .  modify any provision described in the applicable prospectus supplement
     as requiring the consent of each affected holder of debt securities.

   A modification which changes or eliminates any covenant or other provision
of the indenture relating to one or more particular series of debt securities
and coupons, or which modifies the rights of the holder of debt securities and
coupons of that series, will be deemed not to affect the rights of the holders
of debt securities and coupons of any other series.

   The holders of at least a majority in principal amount of the outstanding
debt securities of any series, by notice to the trustee, may on behalf of the
holders of all debt securities of that series waive any default and its
consequences under the indenture, except:

  .  a continuing default in the payment of interest on, premium or the
     principal amount of any debt security held by a non-consenting holder;
     or

  .  a default of a covenant or provision which cannot be modified or amended
     without the consent of the holder of each outstanding debt security of
     each series affected.

Defeasance of Debt Securities and Covenants in Circumstances

   Legal Defeasance. We may be discharged from any and all obligations
relating to the debt securities of any series except for obligations:

  .  to pay additional amounts, if any, upon the occurrence of specified tax,
     assessment or government charge events relating to payments on the debt
     securities;

  .  to register the transfer or exchange of debt securities;

                                      12
<PAGE>

  .  to replace stolen, lost or mutilated debt securities;

  .  to maintain paying agencies; and

  .  to hold money in payment for trust.

   We will be discharged upon our deposit with the trustee, in trust, of money
or government obligations that will provide money in an amount sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay and discharge each installment of principal, premium and interest on and
any mandatory sinking fund payments relating to the debt securities of that
series on the stated maturity of those payments.

   We may be discharged only if we have delivered to the trustee an opinion of
counsel stating that we have received from, or there has been published by, the
United States Internal Revenue Service a ruling or, since the date of execution
of the indenture, there has been a change in the applicable United States
federal income tax law, in either case to the effect that the holders of the
debt securities of that series will not recognize income, gain or loss for
United States federal income tax purposes as a result of the deposit,
defeasance and discharge.

   Defeasance of Covenants. Upon compliance with specified conditions, we will
not be required to comply with some restrictive covenants contained in the
indenture and any omission to comply with the obligations will not constitute a
default or event of default relating to the debt securities. These conditions
include:

  .  depositing with the trustee money or government obligations that,
     through the payment of interest and principal in accordance with their
     terms, will provide money in an amount sufficient in the opinion of a
     nationally recognized firm of independent public accountants to pay
     principal, premium and interest on and any mandatory sinking fund
     payments relating to the debt securities of that series on the date
     those payments are due; and

  .  delivering to the trustee an IRS ruling or an opinion of counsel to the
     effect that the holders of the debt securities of the series will not
     recognize income, gain or loss for United States federal income tax
     purposes as a result of the deposit and related covenant defeasance.

Limited Liability of Some Persons

   No past, present or future stockholder, incorporator, employee, officer or
director of Leap or any successor corporation or any of our affiliates will
have any personal liability for our obligations under the indenture or the debt
securities because of his, her or its status as a stockholder, incorporator,
employee, officer or director.

Conversion Rights

   We will describe in the applicable prospectus supplement the terms and
conditions, if any, upon which the debt securities are convertible into common
stock or preferred stock. Those terms will include:

  .  whether the debt securities are convertible into common stock or
     preferred stock;

  .  the conversion price, or manner of calculation;

  .  the conversion period;

  .  provisions regarding whether conversion will be at our option or the
     option of the holders;

  .  the events requiring an adjustment of the conversion price; and

  .  provisions affecting conversion in the event of the redemption of the
     debt securities.

Payment and Paying Agents

   The indenture will require us to duly and punctually pay the principal,
premium and interest on the debt securities as provided in the debt securities
and the indenture.

                                       13
<PAGE>

   If debt securities of a series are issuable only as registered securities,
we will maintain in each place of payment for that series an office or agency
where:

  .  holders may present or surrender for payment debt securities of that
     series;

  .  holders may surrender debt securities of that series for registration of
     transfer or exchange; and

  .  we may be served with notices and demands regarding the debt securities
     of that series.

   If debt securities of a series are issuable as bearer securities, we will
maintain or cause to be maintained:

  .  in the Borough of Manhattan, the City and State of New York, an office
     or agency (i) where holders may (1) present or surrender for payment any
     registered securities of that series, (2) surrender for registration or
     transfer any registered securities of that series, (3) surrender debt
     securities of that series for exchange or redemption and (4) present or
     surrender for payment bearer securities of that series and related
     coupons in the circumstances described in the following paragraph and
     not otherwise, and (ii) where we may be served with notices and demands
     regarding the debt securities of that series;

  .  subject to any applicable laws or registration, in a place of payment
     for that series which is located outside the United States, an office or
     agency where holders may present and surrender for payment debt
     securities of that series and related coupons; provided that if the debt
     securities of that series are listed on The Stock Exchange of the United
     Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or
     any other stock exchange located outside the United States and the stock
     exchange so requires, we will maintain a paying agent for the debt
     securities of that series in London, Luxembourg or any other required
     city located outside the United States, so long as the debt securities
     of that series are listed on that exchange; and

  .  subject to any applicable laws or regulations, in a place of payment for
     that series located outside the United States, an office or agency where
     holders may surrender any registered securities of that series for
     registration of transfer or surrender for exchange or redemption debt
     securities of that series and where we may receive notices and demands
     regarding the debt securities of that series.

   We will give prompt written notice to the applicable trustee of the
locations, and any change in the locations, of offices or agencies. If at any
time we fail to maintain any required office or agency or fail to furnish the
applicable trustee with the address, holders may make or serve the
presentations, surrenders, notices and demands at the corporate trust office of
the applicable trustee, except that holders may present and surrender bearer
securities of that series and the related coupons for payment at the offices
specified in the applicable debt security. We will appoint the applicable
trustee as our agent to receive the foregoing presentations, surrenders,
notices and demands. However, in the case of bearer securities, we may appoint
another agent as may be specified in the applicable prospectus supplement.

   We will make no payment of principal, premium or interest on bearer
securities at any of our offices or agencies in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States. However, if the debt
securities of a series are denominated and payable in U.S. dollars, we will pay
principal and any premium and interest on the debt securities of that series,
if specified in the applicable prospectus supplement, at the office of our
paying agent in the Borough of Manhattan, the City and State of New York, only
if payment in U.S. dollars of the full amount of the principal, premium,
interest or additional amounts, as the case may be, at all offices or agencies
outside the United States maintained for the purpose by us in accordance with
the indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

Governing Law

   The indenture and the related debt securities will be governed by and
construed in accordance with the laws of the State of New York.

                                       14
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

General

   This prospectus describes the general terms of our capital stock. For a more
detailed description of these securities, you should read the applicable
provisions of Delaware law and our charter. When we offer to sell a particular
series of these securities, we will describe the specific terms of the series
in a supplement to this prospectus. Accordingly, for a description of the terms
of any series of securities, you must refer to both the prospectus supplement
relating to that series and the description of the securities described in this
prospectus. A prospectus supplement may change any of the terms of the
securities described in this prospectus.

   Under our charter, the total number of shares of all classes of stock that
we have authority to issue is 310,000,000, consisting of 10,000,000 shares of
preferred stock and 300,000,000 shares of common stock.

Common Stock

   As of October 2, 2000, we had 26,855,965 shares of common stock outstanding.
The holders of our common stock are entitled to one vote for each share on all
matters voted on by stockholders. The holders of our common stock possess all
voting power, except as otherwise required by law or provided in any resolution
adopted by our board of directors regarding any series of preferred stock.
Subject to any preferential or other rights of any outstanding series of our
preferred stock that may be designated by our board, the holders of our common
stock will be entitled to such dividends as may be declared from time to time
by our board from available funds and upon liquidation will be entitled to
receive pro rata all of our assets available for distribution to the holders.
The common stock has no subscription, redemption, conversion or preemptive
rights. All shares of common stock are fully paid and nonassessable. The terms
of the indenture governing our outstanding notes restrict our ability to
declare or pay dividends.

   As a corporation organized under the laws of the State of Delaware, we are
subject to Section 203 of the General Corporation Law of the State of Delaware,
known as the DGCL, which restricts our ability to enter into business
combinations with an interested stockholder or a stockholder owning 15% or more
of our outstanding voting stock, or that stockholder's affiliates or
associates, for a period of three years. These restrictions do not apply if:

  .  prior to becoming an interested stockholder, our board of directors
     approves either the business combination or the transaction in which the
     stockholder becomes an interested stockholder;

  .  upon consummation of the transaction in which the stockholder becomes an
     interested stockholder, the interested stockholder owns at least 85% of
     our voting stock outstanding at the time the transaction commenced,
     subject to exceptions; or

  .  on or after the date a stockholder becomes an interested stockholder,
     the business combination is both approved by our board of directors and
     authorized at an annual or special meeting of our stockholders by the
     affirmative vote of at least two-thirds of the outstanding voting stock
     not owned by the interested stockholder.

Preferred Stock

   Under our charter, our board of directors is authorized to issue shares of
our preferred stock from time to time, in one or more classes or series,
without stockholder approval. Prior to the issuance of shares of each series,
the board of directors is required by the DGCL and our charter to adopt
resolutions and file a certificate

                                       15
<PAGE>

of designation with the Secretary of State of the State of Delaware. The
certificate of designation fixes for each class or series the designations,
powers, preferences, rights, qualifications, limitations and restrictions,
including the following:

  .  the number of shares constituting each class or series;

  .  voting rights;

  .  rights and terms of redemption, including sinking fund provisions;

  .  dividend rights and rates;

  .  dissolution;

  .  terms concerning the distribution of assets;

  .  conversion or exchange terms;

  .  redemption prices; and

  .  liquidation preferences.

   All shares of preferred stock offered by this prospectus will, when issued,
be fully paid and nonassessable and will not have any preemptive or similar
rights. Our board of directors could authorize the issuance of additional
shares of preferred stock with terms and conditions which could have the effect
of discouraging a takeover or other transaction that might involve a premium
price for holders of the shares or which holders might believe to be in their
best interests.

   We will describe in a prospectus supplement relating to the class or series
of preferred stock being offered the following terms:

  .  the title and stated value of the preferred stock;

  .  the number of shares of the preferred stock offered, the liquidation
     preference per share and the offering price of the preferred stock;

  .  the dividend rate(s), period(s) or payment date(s) or method(s) of
     calculation applicable to the preferred stock;

  .  whether dividends are cumulative or non-cumulative and, if cumulative,
     the date from which dividends on the preferred stock will accumulate;

  .  the procedures for any auction and remarketing, if any, for the
     preferred stock;

  .  the provisions for a sinking fund, if any, for the preferred stock;

  .  the provision for redemption, if applicable, of the preferred stock;

  .  any listing of the preferred stock on any securities exchange;

  .  the terms and conditions, if applicable, upon which the preferred stock
     will be convertible into common stock, including the conversion price or
     manner of calculation and conversion period;

  .  voting rights, if any, of the preferred stock;

  .  whether interests in the preferred stock will be represented by
     depositary shares;

  .  a discussion of any material or special United States federal income tax
     considerations applicable to the preferred stock;

  .  the relative ranking and preferences of the preferred stock as to
     dividend rights and rights upon the liquidation, dissolution or winding
     up of our affairs;

                                       16
<PAGE>

  .  any limitations on issuance of any class or series of preferred stock
     ranking senior to or on a parity with the class or series of preferred
     stock as to dividend rights and rights upon liquidation, dissolution or
     winding up of our affairs; and

  .  any other specific terms, preferences, rights, limitations or
     restrictions of the preferred stock.

Rank

   Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will rank, relating to dividends and upon our liquidation,
dissolution or winding up:

  .  senior to all classes or series of our common stock and to all of our
     equity securities ranking junior to the preferred stock;

  .  on a parity with all of our equity securities the terms of which
     specifically provide that the equity securities rank on a parity with
     the preferred stock; and

  .  junior to all of our equity securities the terms of which specifically
     provide that the equity securities rank senior to the preferred stock.

   The term equity securities does not include convertible debt securities.

Participating Preferred Stock Purchase Rights

   On September 9, 1998, our board of directors adopted a shareholder rights
plan. Under the rights plan, a dividend of one preferred share purchase right
was declared for each outstanding share of our common stock. The common stock
currently trades with a right to purchase Series A Junior Participating
preferred stock. A preferred share purchase right will be attached to each
share of common stock issued during the term of the rights plan. Each right
entitles shareholders to buy one one-thousandth of a share of our Series A
preferred stock at an exercise price of $350.00, subject to anti-dilution
adjustments, upon the triggering event of a person acquiring, or making a
tender or exchange offer for, 15% or more of our outstanding common stock. Each
right entitles its holder, other than the person acquiring 15% or more of the
outstanding common stock, to purchase shares of our common stock with a market
value of twice the right's exercise price. Ownership of our common stock in
excess of the 15% threshold by Qualcomm Incorporated as a result of exercising
its warrant to purchase 4,500,000 shares of our common stock or the warrants
purchased by Qualcomm in our February 2000 units offering entitling it to
purchase 771,450 shares of our common stock, however, will not trigger the
rights plan, unless and until Qualcomm acquires one or more additional shares
of our common stock. In addition, if a company acquires us in a merger or other
business combination, or if we sell more than 50% of our consolidated assets or
earning power, these rights will entitle our shareholders, other than the
acquirer, to purchase, for the exercise price, shares of the common stock of
the acquiring company having a market value of two times the exercise price. At
any time prior to these events, the board of directors may redeem the rights at
one cent per right.

   The rights plan is intended to protect shareholders in the event of an
unsolicited attempt to acquire us. The right is transferred automatically with
the transfer of the common stock until separate rights certificates are
distributed upon the occurrence of certain events. The rights plan could have
the effect of delaying, deferring or preventing a person from acquiring us or
accomplishing a change in control of the board of directors. This description
of the rights plan is intended as a summary only and is qualified in its
entirety by reference to a rights agreement dated as of September 14, 1998, as
amended, between Leap and Harris Trust Company of California. To obtain a copy
of the rights agreement, as amended, see the section of this prospectus
entitled "Where You Can Find More Information."

Transfer Agent and Registrar

   The Transfer Agent and Registrar for our common stock is Computershare
Investor Services LLC.

                                       17
<PAGE>

                        DESCRIPTION OF DEPOSITARY SHARES

General

   We may issue depositary shares, each of which will represent a fractional
interest of a share of a particular series of preferred stock, as specified in
the applicable prospectus supplement. We will deposit with a depositary,
referred to as the preferred stock depositary, shares of preferred stock of
each series represented by depositary shares. We will enter into a deposit
agreement with the preferred stock depositary and holders from time to time of
the depositary receipts issued by the preferred stock depositary which evidence
the depositary shares. Subject to the terms of the deposit agreement, each
owner of a depositary receipt will be entitled, in proportion to the holder's
fractional interest in the preferred stock, to all the rights and preferences
of the series of the preferred stock represented by the depositary shares,
including dividend, voting, conversion, redemption and liquidation rights.

   Immediately after we issue and deliver the preferred stock to a preferred
stock depositary, we will cause the preferred stock depositary to issue the
depositary receipts on our behalf. The form of deposit agreement is filed as an
exhibit to the registration statement of which this prospectus forms a part and
you should read the deposit agreement for the provisions that may be important
to you. The statements made in this section relating to the deposit agreement
and the depositary receipts are summaries only. These summaries are not
complete and we may modify any of the terms of the depositary shares described
in this prospectus in a prospectus supplement. For more detail, we refer you to
the deposit agreement itself.

Dividends and Other Distributions

   The preferred stock depositary will distribute all cash dividends or other
cash distributions received relating to the preferred stock to the record
holders of depositary receipts in proportion to the number of the depositary
receipts owned by the holders, subject to the obligations of holders to file
proofs, certificates and other information and to pay certain charges and
expenses to the preferred stock depositary.

   In the event of a distribution other than in cash, the preferred stock
depositary will distribute property received by it to the record holders of
depositary receipts in proportion to the number of the depositary receipts
owned by the holders, unless the preferred stock depositary determines that it
is not feasible to make the distribution, in which case the preferred stock
depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders.

   No distribution will be made relating to any depositary share that
represents any preferred stock converted into other securities.

Withdrawal of Stock

   Assuming we have not previously called for redemption or converted into
other securities the related depositary shares, upon surrender of the
depositary receipts at the corporate trust office of the preferred stock
depositary, the holders will be entitled to delivery at that office of the
number of whole or fractional shares of the preferred stock and any money or
other property represented by the depositary shares. Holders of depositary
receipts will be entitled to receive shares of the related preferred stock as
specified in the applicable prospectus supplement, but holders of the shares of
preferred stock will no longer be entitled to receive depositary shares.

Redemption of Depositary Shares

   Whenever we redeem shares of preferred stock held by the preferred stock
depositary, the preferred stock depositary will concurrently redeem the number
of depositary shares representing shares of the preferred stock so redeemed,
provided we have paid the applicable redemption price for the preferred stock
to be redeemed plus an amount equal to any accrued and unpaid dividends to the
date fixed for redemption. The redemption price per depositary share will be
equal to the corresponding proportion of the redemption price and any other

                                       18
<PAGE>

amounts per share payable relating to the preferred stock. If fewer than all
the depositary shares are to be redeemed, the depositary shares to be redeemed
will be selected pro rata or by any other equitable method determined by us.

   From and after the date fixed for redemption:

  .  all dividends relating to the shares of preferred stock called for
     redemption will cease to accrue;

  .  the depositary shares called for redemption will no longer be deemed to
     be outstanding; and

  .  all rights of the holders of the depositary receipts evidencing the
     depositary shares called for redemption will cease, except the right to
     receive any moneys payable upon the redemption and any money or other
     property to which the holders of the depositary receipts were entitled
     upon redemption and surrender to the preferred stock depositary.

   Any funds we deposit with the preferred stock depositary for redemption of
depositary shares that the holders fail to redeem will be returned to us after
a period of two years from the date the funds are deposited.

Voting of the Preferred Stock

   Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the preferred stock depositary will mail the
information contained in the notice of meeting to the record holders of the
depositary receipts. Each record holder of these depositary receipts on the
record date, which will be the same date as the record date for the preferred
stock, will be entitled to instruct the preferred stock depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
represented by the holder's depositary shares. The preferred stock depositary
will vote the amount of preferred stock represented by the depositary shares in
accordance with the instructions, and we will agree to take all reasonable
action necessary to enable the preferred stock depositary to do so. The
preferred stock depositary will abstain from voting the amount of preferred
stock represented by the depositary shares for which it does not receive
specific instructions from the holders of depositary receipts evidencing the
depositary shares. The preferred stock depositary will not be responsible for
any failure to carry out any instruction to vote, or for the manner or effect
of any vote made, as long as the action or non-action is in good faith and does
not result from the preferred stock depositary's negligence or willful
misconduct.

Liquidation Preference

   In the event that we voluntarily or involuntarily liquidate, dissolve or
wind up, the holders of each depositary receipt will be entitled to the
fraction of the liquidation preference accorded each share of preferred stock
represented by the depositary shares, as set forth in the applicable prospectus
supplement.

Conversion of Depositary Shares

   The depositary shares will not be convertible into common stock or any of
our other securities or property, unless we so specify in the applicable
prospectus supplement relating to an offering of depositary shares.

Amendment and Termination of the Deposit Agreement


   We may amend the form of depositary receipt and any provision of the deposit
agreement at any time by agreement with the preferred stock depositary.
However, any amendment which imposes or increases any fees, taxes or other
charges payable by the holders of depositary receipts, other than taxes and
other governmental charges, fees and other expenses payable by the holders as
described below under "Charges of Preferred Stock Depositary," or which
otherwise prejudices any substantial existing right of holders of depositary
receipts, will not take effect as to outstanding depositary receipts until the
expiration of 30 days after notice of the amendment has been mailed to the
record holders of outstanding depositary receipts.


                                       19
<PAGE>


   When we direct the preferred stock depositary to do so, the preferred stock
depositary will terminate the deposit agreement by mailing a notice of
termination to the record holders of all depositary receipts then outstanding
at least 30 days prior to the date fixed in the notice for termination. In
addition, the preferred stock depositary may terminate the deposit agreement if
at any time 45 days have passed since the preferred stock depositary has
delivered to us a written notice of its election to resign and a successor
depositary has not been appointed and accepted its appointment. If any
depositary receipts remain outstanding after the date of termination, the
preferred stock depositary thereafter will discontinue the transfer of
depositary receipts, will suspend the distribution of dividends to the holders
thereof, and will not give any further notices, other than the notice of
termination, or perform any further acts under the deposit agreement, except as
provided below and except that the preferred stock depositary will continue to
collect dividends on the preferred stock and other distributions with respect
to the preferred stock and will continue to deliver the preferred stock
together with any dividends and distributions and the net proceeds of any sales
of rights, preferences, privileges or other property, without liability for
interest thereon, in exchange for depositary receipts surrendered. At any time
after the expiration of two years from the date of termination, the preferred
stock depositary may sell the preferred stock then held by it at public or
private sales, at such place or places and upon such terms as it deems proper
and may thereafter hold the net proceeds of any such sale, together with any
money or other property then held by it, without liability for interest
thereon, for the pro rata benefit of the holders of depositary receipts which
have not been surrendered.

   In addition, the deposit agreement will automatically terminate if:

  .  all outstanding depositary shares have been redeemed; or

  .  there has been a final distribution of the related preferred stock in
     connection with our liquidation, dissolution or winding up and the
     distribution has been distributed to the holders of depositary receipts
     evidencing the depositary shares representing the preferred stock.

Charges of Preferred Stock Depositary

   We will pay all fees, charges and expenses of the preferred stock depositary
in connection with its performance of the deposit agreement, except for any
taxes and other governmental charges and except as provided in the deposit
agreement. Holders of depositary receipts will pay the fees and expenses of the
preferred stock depositary for any duties requested by the holders to be
performed which are outside those expressly provided for in the deposit
agreement.

Resignation and Removal of Depositary

   The preferred stock depositary may resign at any time by delivering to us
notice of its election to do so, and we may at any time remove the preferred
stock depositary. Any resignation or removal of the acting preferred stock
depository will take effect upon our appointment of a successor preferred stock
depositary. We must appoint a successor preferred stock depositary within 45
days after delivery of the notice of resignation or removal.

Miscellaneous

   The preferred stock depositary will make available for inspection to holders
of depositary receipts any reports and communications the preferred stock
depositary receives from us relating to the preferred stock.

                                       20
<PAGE>

   We will not be liable, nor will the preferred stock depositary be liable, if
we are prevented from or delayed in, by law or any circumstances beyond our
control, performing our obligations under the deposit agreement. Our
obligations and the obligations of the preferred stock depositary under the
deposit agreement will be limited to performing our duties in good faith and
without negligence or willful misconduct. We will not be obligated, nor will
the preferred stock depositary be obligated, to prosecute or defend any legal
proceeding relating to any depositary receipts, depositary shares or shares of
preferred stock represented by depositary shares unless satisfactory indemnity
is furnished to us. We may rely, and the preferred stock depositary may rely,
on written advice of counsel or accountants, or information provided by persons
presenting shares of preferred stock represented by depositary shares for
deposit, holders of depositary receipts or other persons we believe in good
faith to be competent to give this information, and on documents we believe in
good faith to be genuine and signed by a proper party.

                                       21
<PAGE>

                            DESCRIPTION OF WARRANTS

   We may issue warrants to purchase debt securities, preferred stock or common
stock. We may issue warrants independently or together with any other
securities we offer under a prospectus supplement. The warrants may be attached
to or separate from the securities. We will issue each series of warrants under
a separate warrant agreement that we will enter into with a bank or trust
company, as warrant agent. The form of warrant agreement, is filed as an
exhibit to the registration statement of which this prospectus forms a part and
you should read the warrant agreement for the provisions that may be important
to you. The statements made in this section relating to the warrant agreement
are summaries only. These summaries are not complete. When we issue warrants,
we will describe the specific terms of the warrants in a prospectus supplement.
The prospectus supplement may change any of the terms of the warrants described
in this prospectus.

Debt Warrants

   We will describe in the applicable prospectus supplement the terms of the
debt warrants being offered, the warrant agreement relating to the debt
warrants and the debt warrant certificates representing the debt warrants,
including:

  .  the title of the debt warrants;

  .  the aggregate number of the debt warrants;

  .  the price or prices at which the debt warrants will be issued;

  .  the designation, aggregate principal amount and terms of the debt
     securities purchasable upon exercise of the debt warrants, and the
     procedures and conditions relating to the exercise of the debt warrants;

  .  the designation and terms of any related debt securities with which the
     debt warrants are issued, and the number of the debt warrants issued
     with each security;

  .  the date, if any, on and after which the debt warrants and the related
     debt securities will be separately transferable;

  .  the principal amount of debt securities purchasable upon exercise of
     each debt warrant, and the price at which the principal amount of the
     debt securities may be purchased upon exercise;

  .  the date on which the right to exercise the debt warrants will commence,
     and the date on which the right will expire;

  .  the maximum or minimum number of the debt warrants which may be
     exercised at any time;

  .  information with respect to book-entry procedures, if any;

  .  a discussion of the material United States federal income tax
     considerations applicable to the exercise of the debt warrants; and

  .  any other terms of the debt warrants and terms, procedures and
     limitations relating to the exercise of the debt warrants.

   Holders may exchange debt warrant certificates for new debt warrant
certificates of different denominations, and may exercise debt warrants at the
corporate trust office of the warrant agent or any other office indicated in
the applicable prospectus supplement. Prior to the exercise of their debt
warrants, holders of debt warrants will not have any of the rights of holders
of the securities purchasable upon the exercise and will not be entitled to
payments of principal, premium or interest on the securities purchasable upon
the exercise of debt warrants.

                                       22
<PAGE>


Equity Warrants

   We will describe in the applicable prospectus supplement the terms of the
preferred stock warrants or common stock warrants being offered, the warrant
agreement relating to the preferred stock warrants or common stock warrants and
the warrant certificates representing the preferred stock warrants or common
stock warrants, including:

  .  the title of the warrants;

  .  the securities for which the warrants are exercisable;

  .  the price or prices at which the warrants will be issued;

  .  if applicable, the number of warrants issued with each share of
     preferred stock or share of common stock;

  .  if applicable, the date on and after which the warrants and the related
     preferred stock or common stock will be separately transferable;

  .  the date on which the right to exercise the warrants will commence, and
     the date on which the right will expire;

  .  the maximum or minimum number of warrants which may be exercised at any
     time;

  .  information with respect to book-entry procedures, if any;

  .  a discussion of the material United States federal income tax
     considerations applicable to exercise of the warrants; and

  .  any other terms of the warrants, including terms, procedures and
     limitations relating to the exchange and exercise of the warrants.

   Unless otherwise provided in the applicable prospectus supplement, holders
of equity warrants will not be entitled, by virtue of being such holders, to
vote, consent, receive dividends, receive notice as stockholders with respect
to any meeting of stockholders for the election of our directors or any other
matter, or to exercise any rights whatsoever as stockholders.

   Except as set forth in the applicable prospectus supplement, the exercise
price payable and the number of shares of common stock or preferred stock
purchasable upon the exercise of each warrant will be subject to adjustment in
certain events, including the issuance of a stock dividend to holders of common
stock or preferred stock or a stock split, reverse stock split, combination,
subdivision or reclassification of common stock or preferred stock. In lieu of
adjusting the number of shares of common stock or preferred stock purchasable
upon exercise of each warrant, we may elect to adjust the number of warrants.
Unless otherwise provided in the applicable prospectus supplement, no
adjustments in the number of shares purchasable upon exercise of the warrants
will be required until all cumulative adjustments require an adjustment of at
least 1% thereof. We may, at our option, reduce the exercise price at any time.
No fractional shares will be issued upon exercise of warrants, but we will pay
the cash value of any fractional shares otherwise issuable. Notwithstanding the
foregoing, except as otherwise provided in the applicable prospectus
supplement, in case of any consolidation, merger, or sale or conveyance of our
property as an entirety or substantially as an entirety, the holder of each
outstanding warrant will have the right to the kind and amount of shares of
stock and other securities and property, including cash, receivable by a holder
of the number of shares of common stock or preferred stock into which each
warrant was exercisable immediately prior to the particular triggering event.

Exercise of Warrants

   Each warrant will entitle the holder of the warrant to purchase for cash at
the exercise price provided in the applicable prospectus supplement the
principal amount of debt securities or shares of preferred stock or shares of
common stock being offered. Holders may exercise warrants at any time up to the
close of business

                                       23
<PAGE>

on the expiration date provided in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants are void.

   Holders may exercise warrants as described in the prospectus supplement
relating to the warrants being offered. Upon receipt of payment and the warrant
certificate properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the debt securities,
shares of preferred stock or shares of common stock purchasable upon the
exercise of the warrant. If less than all of the warrants represented by the
warrant certificate are exercised, we will issue a new warrant certificate for
the remaining warrants.

                                       24
<PAGE>

                             DESCRIPTION OF RIGHTS

   We may issue rights to our stockholders to purchase shares of our common
stock. Each series of rights will be issued under a separate rights agreement
to be entered into between us and a bank or trust company, as rights agent. The
rights agent will act solely as our agent in connection with the certificates
relating to the rights of the series of certificates and will not assume any
obligation or relationship of agency or trust for or with any holders of rights
certificates or beneficial owners of rights.

   The prospectus supplement will provide the terms of the rights to be issued,
including:

  .  the date of determining the stockholders entitled to the rights
     distribution;

  .  the aggregate number of shares of common stock purchasable upon exercise
     of the rights;

  .  the exercise price;

  .  the aggregate number of rights being issued;

  .  the date, if any, on and after which the rights may be transferable
     separately;

  .  the date on which the right to exercise the rights will commence and the
     date on which the right will expire;

  .  if applicable, a discussion of the material United States federal income
     tax considerations applicable to the issuance or exercise of the rights;
     and

  .  any other terms of the rights, including terms, procedures and
     limitations relating to the distribution, exchange and exercise of the
     rights.

Exercise of Rights

   Each right will entitle the holder of rights to purchase for cash the
principal amount of shares of common stock at the exercise price as shall be
set forth in the prospectus supplement relating to the rights being offered.
Rights may be exercised at any time up to the close of business on the
expiration date for the rights set forth in the applicable prospectus
supplement. After the close of business on the expiration date, all unexercised
rights will become void.

   Rights may be exercised as set forth in the applicable prospectus supplement
relating to the rights being offered. Upon receipt of payment and the rights
certificate properly completed and duly executed at the corporate trust office
of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the shares of common stock purchasable
upon such exercise. In the event that not all of the rights issued in any
rights offering are exercised, we may determine to offer any unsubscribed
securities directly to persons other than stockholders, to or through agents,
underwriters or dealers or through a combination of such methods, including
pursuant to standby underwriting arrangements, as set forth in the applicable
prospectus supplement.

                                       25
<PAGE>

                              DESCRIPTION OF UNITS

   We may issue units consisting or two or more other constituent securities.
These units may be issuable as, and for a specified period of time may be
transferable as, a single security only, as distinguished from the separate
constituent securities comprising such units. When we issue units, we will
describe the specific terms of the units in a prospectus supplement including
the following:

  .  the title of any series of units;

  .  identification and description of the separate constituent securities
     comprising the units;

  .  the price or prices at which the units will be issued;

  .  if applicable, the date on and after which the constituent securities
     comprising the units will become separately transferable;

  .  information with respect to book-entry procedures, if any;

  .  a discussion of any material federal income tax considerations; and

  .  any other terms of the units and their constituent securities.

                                       26
<PAGE>

                              PLAN OF DISTRIBUTION

   We may sell the securities (1) through underwriters or dealers, (2) through
agents, and/or (3) directly to one or more purchasers. We may distribute the
securities from time to time in one or more transactions at:

  .  a fixed price or prices, which may be changed;

  .  market prices prevailing at the time of sale;

  .  prices related to the prevailing market prices; or

  .  negotiated prices.

   We may solicit directly offers to purchase the securities being offered by
this prospectus. We may also designate agents to solicit offers to purchase the
securities from time to time. We will name in a prospectus supplement any agent
involved in the offer or sale of our securities.

   If we utilize a dealer in the sale of the securities being offered by this
prospectus, we will sell the securities to the dealer, as principal. The dealer
may then resell the securities to the public at varying prices to be determined
by the dealer at the time of resale.

   If we utilize an underwriter in the sale of the securities being offered by
this prospectus, we will execute an underwriting agreement with the underwriter
at the time of sale and we will provide the name of any underwriter in the
prospectus supplement which the underwriter will use to make resales of the
securities to the public. In connection with the sale of the securities, we, or
the purchasers of securities for whom the underwriter may act as agent, may
compensate the underwriter in the form of underwriting discounts or
commissions. The underwriter may sell the securities to or through dealers, and
the underwriter may compensate those dealers in the form of discounts,
concessions or commissions.

   We will provide in the applicable prospectus supplement any compensation we
pay to underwriters, dealers or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers. Underwriters, dealers and agents
participating in the distribution of the securities may be deemed to be
underwriters within the meaning of the Securities Act of 1933, as amended, and
any discounts and commissions received by them and any profit realized by them
on resale of the debt securities may be deemed to be underwriting discounts and
commissions. We may enter into agreements to indemnify underwriters, dealers
and agents against civil liabilities, including liabilities under the
Securities Act, or to contribute to payments they may be required to make in
respect thereof.

   If we so specify in the applicable prospectus supplement, we will authorize
underwriters, dealers and agents to solicit offers by institutions to purchase
the securities under contracts providing for payment and delivery on future
dates. The institutions with which the contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others. The purchasers' obligations
under the contracts will not be subject to any conditions except that:

  .  the purchase of the securities may not at the time of delivery be
     prohibited under the laws of the jurisdiction to which the purchaser is
     subject; and

  .  if the securities are also being sold to underwriters, we will have sold
     to the underwriters the securities not sold for delayed delivery.

   The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will provide in the prospectus
supplement relating to the contracts the price to be paid for the securities,
the commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.

                                       27
<PAGE>

   The securities may or may not be listed on a national securities exchange.
To facilitate the offering of securities, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involves the sale by persons participating in
the offering of more securities than we sold to them. In these circumstances,
these persons would cover such over-allotments or short positions by making
purchases in the open market or by exercising their over-allotment option. In
addition, these persons may stabilize or maintain the price of the securities
by bidding for or purchasing securities in the open market or by imposing
penalty bids, whereby selling concessions allowed to dealers participating in
the offering may be reclaimed if securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions
may be to stabilize or maintain the market price of the securities at a level
above that which might otherwise prevail in the open market. These transactions
may be discontinued at any time.

   The underwriters, dealers and agents may engage in transactions with us, or
perform services for us, in the ordinary course of business.

                                 LEGAL MATTERS

   Latham & Watkins, San Diego, California, will pass upon the validity of the
securities being offered by this prospectus.

                                    EXPERTS

   The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Leap Wireless International,
Inc. for the year ended August 31, 1999 have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

   The audited historical consolidated financial statements of Chase
Telecommunications Holdings, Inc. included on page 7 of Leap Wireless
International, Inc.'s Current Report on Form 8-K/A Amendment No. 1 dated March
17, 2000 (which contains an explanatory paragraph relating to the Company's
sale of substantially all of its assets as described in Note 1 to the
consolidated financial statements) have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

   The financial statements as of December 31, 1999 and 1998 and for the year
ended December 31, 1999 and for the period from June 24, 1998 (inception) to
December 31, 1998 of Pegaso Telecomunicaciones, S.A. de C.V. incorporated in
this prospectus by reference to the Annual Report on Form 10-K/A Amendment No.
2 of Leap Wireless International, Inc. for the year ended August 31, 1999 have
been so incorporated in reliance on the report of PricewaterhouseCoopers,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                       28
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

   Our estimated expenses in connection with the distribution of the securities
being registered are as set forth in the following table:

<TABLE>
<S>                                                                    <C>
SEC Registration Fee.................................................. $264,000
Fees and Expenses of the Trustee......................................   10,000
Printing and Engraving Expenses.......................................  100,000
Legal Fees and Expenses...............................................  100,000
Accounting Fees and Expenses..........................................   50,000
Miscellaneous.........................................................   26,000
                                                                       --------
  Total............................................................... $550,000
</TABLE>

Item 15. Indemnification of Directors and Officers

   Officers and directors of Leap are covered by the provisions of the DGCL,
the charter, the bylaws, individual indemnification agreements with Leap and
insurance policies which serve to limit, and, in some instances, to indemnify
them against, certain liabilities which they may incur in such capacities.
These various provisions are described below.

   Elimination of Liability in Certain Circumstances. In June 1986, Delaware
enacted legislation which authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. This duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all significant information
reasonably available to them. Absent the limitations now authorized by such
legislation, directors are accountable to corporations and their stockholders
for monetary damages for conduct constituting negligence or gross negligence in
the exercise of their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The charter limits the
liability of Directors to Leap or its stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent
permitted by such legislation. Specifically, the directors of Leap will not be
personally liable for monetary damages for breach of a director's fiduciary
duty as director, except for liability:

  .  for any breach of the director's duty of loyalty to Leap or its
     stockholders;

  .  for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;

  .  for unlawful payments of dividends or unlawful share repurchases or
     redemptions as provided in Section 174 of the DGCL; or

  .  for any transaction from which the director derived an improper personal
     benefit.

   Indemnification and Insurance. As a Delaware corporation, Leap has the
power, under specified circumstances generally requiring the directors or
officers to have acted in good faith and in a manner they reasonably believe to
be in or not opposed to Leap's best interests, to indemnify its directors and
officers in connection with actions, suits or proceedings brought against them
by a third party or in the name of Leap, by reason of the fact that they were
or are such directors or officers, against expenses, judgments, fines and
amounts paid in settlement in connection with any such action, suit or
proceeding. The bylaws generally provide for mandatory indemnification of
Leap's directors and officers to the full extent provided by Delaware corporate
law. In addition, Leap has entered into indemnification agreements with its
directors and officers

                                       i
<PAGE>

which generally provide for indemnification of the officers and directors to
the fullest extent permitted under Delaware law, including under circumstances
for which indemnification would otherwise be discretionary under Delaware law.

   Leap has purchased and intends to maintain insurance on behalf of any person
who is or was a director or officer of Leap, or is or was a director or officer
of Leap serving at the request of Leap as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not Leap would have the power or obligation to
indemnify him or her against such liability under the provisions of its charter
or bylaws.

Item 16. Exhibits

  (a) Exhibits

<TABLE>
<CAPTION>
    Exhibit
    Number                               Description
    -------                              -----------
   <C>       <S>
    1.1*     Underwriting Agreement.


    3.1(1)   Amended and Restated Certificate of Incorporation of the
             Registrant.


    3.2(1)   Amended and Restated Bylaws of the Registrant.


    3.3(2)   Form of Certificate of Designation of Series A Junior
              Participating Preferred Stock of Registrant.


    4.1(1)   Form of Common Stock Certificate.


    4.2.1(3) Letter, dated as of May 5, 1999, from Qualcomm Incorporated
             (Qualcomm) to the Registrant.


    4.2.2(4) Superceding Warrant, dated as of August 9, 1999, issued to
             Qualcomm.


    4.2.3(4) Form of Voting Agreement, dated as of April 1, 1999, between the
              Registrant and various officers and directors of Qualcomm.

    4.2.4(4) Amended and Restated Agreement Concerning Share Ownership, dated
              as of August 4, 1999, between the Registrant and Qualcomm.

    4.3.1(2) Rights Agreement, dated as of September 14, 1998, between the
              Registrant and Harris Trust Company of California.


    4.3.2(5) First Amendment to Rights Agreement, dated as of February 8, 2000,
              between Leap Wireless International, Inc. and Harris Trust
              Company of California.

    4.3.3(5) Second Amendment to Rights Agreement, dated as of March 30, 2000,
              between Leap Wireless International, Inc. and Harris Trust
              Company of California.

    4.4(6)   Warrant Agreement, dated as of February 23, 2000, by and between
              the Registrant and State Street Bank and Trust Company (including
              Form of Warrant Certificate).

    4.5(6)   Warrant Registration Rights Agreement, dated as of February 23,
              2000, by and between the Registrant and Morgan Stanley & Co.
              Incorporated.

    4.6      Form of Indenture.


    4.7*     Form of Debt Security.


    4.8*     Form of Warrant.


    4.9      Form of Warrant Agreement.

    4.10     Form of Deposit Agreement.

    4.11*    Form of Rights Agreement.


    5.1      Opinion of Latham & Watkins.


   23.1      Consent of Latham & Watkins. Reference is made to Exhibit 5.1.
</TABLE>

                                       ii
<PAGE>



<TABLE>
   <S>    <C>
   23.2   Consent of PricewaterhouseCoopers LLP.


   23.3   Consent of PricewaterhouseCoopers.


   24.1+  Powers of Attorney (contained on the signature page of this Registration Statement).


   25.1*  Statement of Eligibility of Trustee on Form T-1.
</TABLE>
--------
 * To be filed by amendment or incorporated by reference in connection with the
   offering of the securities.

 + Previously filed.

(1) Filed as an exhibit to Leap's Registration Statement on Form 10, as amended
    (File No. 0-29752), and incorporated herein by reference.

(2) Filed as an exhibit to Leap's Current Report on Form 8-K dated September
    14, 1998, and incorporated herein by reference.

(3) Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the quarter
    ended February 28, 1999, as filed with the SEC on April 14, 1999, and
    incorporated herein by reference.

(4) Filed as an exhibit to Leap's Post-Effective Amendment No. 2 to
    Registration Statement on Form S-1 (File No. 333-64459), and incorporated
    herein by reference.

(5) Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the quarter
    ended May 31, 2000, as filed with the SEC on July 17, 2000, and
    incorporated herein by reference.

(6) Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the quarter
    ended February 29, 2000, as filed with the SEC on April 14, 2000, and
    incorporated herein by reference.

Item 17. Undertakings

   (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:

       (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;

       (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
    in volume and price represent no more than a 20 percent change in the
    maximum aggregate offering price set forth in the "Calculation of
    Registration Fee" table in the effective registration statement; and

       (iii) To include any material information with respect to the plan
    of distribution not previously disclosed in the registration statement
    or any material change to such information in this registration
    statement;

  provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) above do not
  apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed with
  or furnished to the SEC by the Registrant pursuant to Section 13 or Section
  15(d) of the Securities Exchange Act of 1934 that are incorporated by
  reference in this registration statement.

     (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  herein, and the offering of such securities at that time shall be deemed to
  be the initial bona fide offering thereof.

                                      iii
<PAGE>

     (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   (b) The undersigned registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to existing provisions or otherwise, the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

   (d) The undersigned Registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Securities Act
  of 1933, the information omitted from the form of prospectus filed as part
  of this registration statement in reliance upon Rule 430A and contained in
  a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
  (4) or 497(h) under the Securities Act shall be deemed to be part of this
  registration statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Securities
  Act of 1933, each post-effective amendment that contains a form of
  prospectus shall be deemed to be a new registration statement relating to
  the securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

   (e) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "TIA") in
accordance with the rules and regulations prescribed by the Securities and
Exchange Commission under Section 305(b)(2) of the TIA.

                                       iv
<PAGE>

                                   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 No. 1 to Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
County of San Diego, State of California, on October 10, 2000.

                                               /s/ James E. Hoffmann

                                          By: _________________________________

                                                 James E. Hoffmann

                                             Senior Vice President, General
                                                Counsel and Secretary

   Under 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.

<TABLE>
<CAPTION>
             Signature                           Title                   Date
             ---------                           -----                   ----

<S>                                  <C>                           <C>
      /s/ Harvey P. White*           Chief Executive Officer and    October 10, 2000
____________________________________  Director
          Harvey P. White

   /s/ Thomas D. Willardson*         Senior Vice President,         October 10, 2000
____________________________________  Finance and Treasurer
        Thomas D. Willardson

     /s/ Thomas J. Bernard*          Vice Chairman, President --    October 10, 2000
____________________________________  International Business
         Thomas J. Bernard            Division and Director

     /s/ Susan G. Swenson*           President, Chief Operating     October 10, 2000
 ____________________________________  Officer and Director
          Susan G. Swenson

  /s/ Alejandro Burillo Azcarraga*   Director                       October 10, 2000
____________________________________
    Alejandro Burillo Azcarraga
</TABLE>

                                       v
<PAGE>

<TABLE>
<CAPTION>
             Signature                           Title                   Date
             ---------                           -----                   ----

<S>                                  <C>                           <C>
       /s/ Jill E. Barad*            Director                       October 10, 2000
____________________________________
           Jill E. Barad

     /s/ Anthony R. Chase*           Director                       October 10, 2000
____________________________________
          Anthony R. Chase

____________________________________ Director                       October   , 2000
          Robert C. Dynes

      /s/ Scot B. Jarvis*            Director                       October 10, 2000
____________________________________
           Scot B. Jarvis

      /s/ John J. Moores*            Director                       October 10, 2000
____________________________________
           John J. Moores

    /s/ Michael B. Targoff*          Director                       October 10, 2000
____________________________________
         Michael B. Targoff

    /s/ Jeffrey P. Williams*         Director                       October 10, 2000
____________________________________
        Jeffrey P. Williams
</TABLE>

   /s/ James E. Hoffmann

*By: _____________________

    James E. Hoffmann

     Attorney-in-Fact

                                       vi
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit
  Number                                Description
  -------                               -----------
 <C>       <S>
  1.1*     Underwriting Agreement.


  3.1(1)   Amended and Restated Certificate of Incorporation of the Registrant.


  3.2(1)   Amended and Restated Bylaws of the Registrant.


  3.3(2)   Form of Certificate of Designation of Series A Junior Participating
            Preferred Stock of Registrant.


  4.1(1)   Form of Common Stock Certificate.


  4.2.1(3) Letter, dated as of May 5, 1999, from Qualcomm Incorporated
            (Qualcomm) to the Registrant.


  4.2.2(4) Superceding Warrant, dated as of August 9, 1999, issued to Qualcomm.


  4.2.3(4) Form of Voting Agreement, dated as of April 1, 1999, between the
            Registrant and various officers and directors of Qualcomm.

  4.2.4(4) Amended and Restated Agreement Concerning Share Ownership, dated as
            of August 4, 1999, between the Registrant and Qualcomm.

  4.3.1(2) Rights Agreement, dated as of September 14, 1998, between the
            Registrant and Harris Trust Company of California.


  4.3.2(5) First Amendment to Rights Agreement, dated as of February 8, 2000,
            between Leap Wireless International, Inc. and Harris Trust Company
            of California.

  4.3.3(5) Second Amendment to Rights Agreement, dated as of March 30, 2000,
            between Leap Wireless International, Inc. and Harris Trust Company
            of California.

  4.4(6)   Warrant Agreement, dated as of February 23, 2000, by and between the
            Registrant and State Street Bank and Trust Company (including Form
            of Warrant Certificate).

  4.5(6)   Warrant Registration Rights Agreement, dated as of February 23,
            2000, by and between the Registrant and Morgan Stanley & Co.
            Incorporated.

  4.6      Form of Indenture.


  4.7*     Form of Debt Security.


  4.8*     Form of Warrant.


  4.9      Form of Warrant Agreement.


  4.10     Form of Deposit Agreement.


  4.11*    Form of Rights Agreement.


  5.1      Opinion of Latham & Watkins.


 23.1      Consent of Latham & Watkins. Reference is made to Exhibit 5.1.


 23.2      Consent of PricewaterhouseCoopers LLP.


 23.3      Consent of PricewaterhouseCoopers.


 24.1+     Powers of Attorney (contained on the signature page of this
            Registration Statement).


 25.1*     Statement of Eligibility of Trustee on Form T-1.
</TABLE>
--------
 * To be filed by amendment or incorporated by reference in connection with the
   offering of the securities.

 + Previously filed.

(1) Filed as an exhibit to Leap's Registration Statement on Form 10, as amended
    (File No. 0-29752), and incorporated herein by reference.
<PAGE>

(2) Filed as an exhibit to Leap's Current Report on Form 8-K dated September
    14, 1998, and incorporated herein by reference.

(3) Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the quarter
    ended February 28, 1999, as filed with the SEC on April 14, 1999, and
    incorporated herein by reference.

(4) Filed as an exhibit to Leap's Post-Effective Amendment No. 2 to
    Registration Statement on Form S-1 (File No. 333-64459), and incorporated
    herein by reference.

(5) Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the quarter
    ended May 31, 2000, as filed with the SEC on July 17, 2000, and
    incorporated herein by reference.

(6) Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the quarter
    ended February 29, 2000, as filed with the SEC on April 14, 2000, and
    incorporated herein by reference.


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