<PAGE>
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 8, 2000
Leap Wireless International, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-29752 33-0811062
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
10307 Pacific Center Court, San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (858) 882-6000
<PAGE>
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 8, 2000, the Company filed a universal shelf registration
statement on Form S-3, File Number 333-45388 (the "Registration Statement"),
with the Securities and Exchange Commission (the "SEC") pursuant to which the
Company may offer and sell from time to time in one or more classes or series
and in amounts, at prices and on terms that the Company will determine at the
time of offering, with an aggregate initial offering price of up to
$1,000,000,000: (i) debt securities, which may consist of debentures, notes or
other types of debt, (ii) shares of preferred stock, (iii) shares of preferred
stock represented by depositary shares, (iv) shares of common stock, (v)
warrants to purchase debt securities, preferred stock, depositary shares or
common stock, (vi) rights to purchase shares of common stock and (vii) units
consisting of two or more of the foregoing.
The Company will sell these securities directly to its stockholders or to
purchasers or through agents on its behalf or through underwriters or dealers as
designated from time to time.
The Company intends to use the net proceeds from the sale of the securities
under the Registration Statement for general corporate purposes, including
acquisitions, capital expenditures and working capital. The Company expects to
use the majority of the proceeds from offerings under the registration statement
to finance future acquisitions of wireless operating licenses, including those
that the Federal Communications Commission plans to auction, acquisitions of
wireless operating systems and complementary businesses and costs related to
building out wireless markets.
A general description of the securities the Company may offer is set forth
in the Registration Statement. Each time the Company offers to sell securities
under the Registration Statement, it will describe the specific terms of that
offering in a prospectus supplement which will be filed with the SEC.
2
<PAGE>
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: September 11, 2000 LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ JAMES E. HOFFMANN
---------------------------------
James E. Hoffmann
Senior Vice President, General Counsel
and Secretary
3
