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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 28, 2000
LEAP WIRELESS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-29752 33-0811062
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
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10307 PACIFIC CENTER COURT, SAN DIEGO, CALIFORNIA 92121
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 882-6000
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This Current Report on Form 8-K is filed by Leap Wireless International,
Inc., a Delaware corporation (the "Company"), in connection with the matters
described herein.
ITEM 5. OTHER EVENTS.
On September 28, 2000, the Company held a Special Meeting of
Stockholders (the "Meeting") for the following purposes:
1. To vote upon a proposal to amend the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of the
Company's Common Stock from 75,000,000 to 300,000,000.
2. To vote upon a proposal to approve the adoption of the Company's 2000
Stock Option Plan.
At the Meeting, the matters were submitted to the stockholders for a
vote and approved, with each matter receiving the number of votes indicated:
1. Approval of the Amendment to the Company's Amended and Restated
Certificate of Incorporation:
Affirmative Votes 20,185,635
Negative Votes 5,166,833
Abstaining 117,674
Broker Non-Votes 0
2. Approval of the 2000 Stock Option Plan:
Affirmative Votes 10,173,702
Negative Votes 5,541,583
Abstaining 104,861
Broker Non-Votes 9,649,996
A Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of the Company was filed with the Secretary of State of the State
of Delaware on October 10, 2000. A copy of such amendment is filed as an exhibit
hereto.
A copy of the 2000 Stock Option Plan, as approved by the stockholders of
the Company, is filed as an exhibit hereto.
ITEM 7. EXHIBITS.
(c) Exhibits.
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Exhibit
Number Description of Exhibit
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3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Registrant.
10.1 2000 Stock Option Plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 10, 2000 LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ JAMES E. HOFFMANN
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James E. Hoffmann
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Registrant.
10.1 2000 Stock Option Plan.
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