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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 17, 2000
LEAP WIRELESS INTERNATIONAL
(Exact name of Registrant as specified in its charter)
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Delaware 0-29752 33-0811062
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
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10307 PACIFIC CENTER COURT 92121
(Address of Principal Executive Offices) (Zip Code)
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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 February 17, 2000, the Company issued the attached press release.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99 Press Release, dated February 17, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 17, 2000 LEAP WIRELESS INTERNATIONAL
By: /s/ JAMES E. HOFFMANN
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James E. Hoffmann
Senior Vice President and General
Counsel
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EXHIBIT INDEX
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Exhibit
Number Description
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99 Press Release, dated February 17, 2000
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EXHIBIT 99.1
LEAP WIRELESS INTERNATIONAL, INC. PRICES UNITS OFFERING
SAN DIEGO, Feb. 17 /PRNewswire/ -- Leap Wireless International, Inc. (Nasdaq:
LWIN) today announced that it has agreed to sell (i) Senior Units consisting of
$225 million aggregate principal amount of 12 1/2% Senior Notes due 2010 and
accompanying Warrants to purchase common stock and (ii) Senior Discount Units
consisting of $668 million aggregate principal amount of 14 1/2% Senior Discount
Notes due 2010 and accompanying Warrants to purchase common stock. The Senior
Units are being sold at $1,000 per unit and the Senior Discount Units are being
sold at $486.68 per unit. Approximately $78 million of the proceeds from the
offering will be used to purchase government securities that will be pledged to
fund the first seven interest payments on the Senior Notes. The Warrants to be
issued will be exercisable for an aggregate of 2,829,854 shares of Leap common
stock at an exercise price of $96.80 per share. The Warrants will become
exercisable after one year and will have a ten-year term. The Notes will be
guaranteed by Cricket Communications Holdings, Inc., Leap's domestic subsidiary
holding company.
Leap intends to use the net proceeds from the offering for capital expenditures,
acquisitions of wireless licenses, sales and marketing activities, strategic
investments and working capital and general corporate purposes.
The Units are being offered through a private placement to qualified
institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as
amended. The closing is expected to occur on February 23, 2000.
The Units have not been and will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption from the
registration requirements thereof.
This news release contains certain "forward-looking statements." Forward-looking
statements, which are based upon certain assumptions and describe future plans,
strategies and expectations of Leap, are generally identifiable by use of the
words "believe," "expect," "intend," "plan," "anticipate," "estimate," "project"
or similar expressions. The ability of Leap to predict actual results and other
future events is inherently uncertain. Important factors which may cause actual
results to differ materially from the forward-looking statements contained
herein or in other public statements by Leap are described in the section
entitled "Risk Factors" in Leap's Annual Report on Form 10-K for the fiscal year
ended August 31, 1999 and other documents on file with the Securities and
Exchange Commission. Those risk factors include uncertainties relating to
consummation of the private placement, costs, profitability and the ability to
raise sufficient capital for continued expansion and operation.
SOURCE: Leap Wireless International, Inc.
