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PROSPECTUS SUPPLEMENT DATED JANUARY 5, 2001
(TO PROSPECTUS DATED DECEMBER 15, 2000)
Filed pursuant to Rule 424(b)(3) and (c)
Commission File No. 333-50548
[Leap Wireless International, Inc. Logo]
Leap Wireless International, Inc.
732,874 Shares of Common Stock
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This prospectus supplement supplements the prospectus, dated December 15,
2000, of Leap Wireless International, Inc. relating to the offer and sale by the
selling security holders identified in the prospectus of up to 732,874 shares of
Leap Wireless International, Inc. common stock who received such shares in
connection with our acquisition of wireless licenses or upon the partial
exercise of an outstanding warrant. This prospectus supplement should be read in
conjunction with the prospectus, and this prospectus supplement is qualified by
reference to the prospectus except to the extent that information contained
herein supersedes the information contained in the prospectus.
SELLING SECURITY HOLDERS
Recently, Zuma PCS, LLC distributed the 170,374 shares of common stock it
owned to its members, Alta Communications VII, L.P., Scott Donohue and Prime
VIII, L.P., upon complete liquidation, which distributees were not specifically
named in the prospectus. The following table sets forth information with respect
to the shares owned by stockholders of Leap who were not specifically identified
in the prospectus as selling security holders and updates the share ownership
information for QUALCOMM Incorporated as of January 4, 2001. Under the rules of
the Securities and Exchange Commission, beneficial ownership includes shares
over which the indicated beneficial owner exercises voting and/or investment
power or has the right to acquire voting and/or investment power within 60 days.
The information regarding shares beneficially owned after the offering assumes
the sale of all shares offered by the selling security holders. The table of
selling security holders in the prospectus is hereby amended to include the
following selling security holders and update the share ownership information
for QUALCOMM Incorporated:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NUMBER OF SHARES NUMBER OF OWNED AFTER OFFERING
BENEFICIALLY OWNED SHARES -----------------------
NAME PRIOR TO THE OFFERING BEING OFFERED NUMBER PERCENTAGE
---- --------------------- ------------- --------- ----------
<S> <C> <C> <C> <C>
Alta Communications VII, L.P.(1)................ 101,679 101,679 -- --
Scott Donohue................................... 26,408 26,408 -- --
Prime VIII, L.P.(2)............................. 42,287 42,287 -- --
QUALCOMM Incorporated........................... 5,161,624(3) 562,500 4,599,124 14.2%
</TABLE>
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(1) The General Partner of Alta Communications VII, L.P. exercises sole voting
and investment powers with respect to the shares held by the fund. Alta
Communications VII Managers, LLC is the General Partner of Alta
Communications VII, L.P. The respective members of this LLC may be deemed to
share voting and investment powers for the shares held by this fund. These
members disclaim beneficial ownership of all such shares held by the fund
except to the extent of their proportionate pecuniary interests therein.
(2) The General Partner of Prime VIII, L.P. exercises sole voting and investment
powers with respect to the shares held by the fund. Prime SKA I, LLC is the
General Partner of Prime VIII, L.P. The respective members of this LLC may
be deemed to share voting and investment powers for the shares held by this
fund. These members disclaim beneficial ownership of all such shares held by
the fund except to the extent of their proportionate pecuniary interests
therein.
(3) Consists partially of the right to purchase 3,375,000 shares of Leap common
stock for approximately $6.11 per share under a warrant. The warrant is
fully exercisable and expires in September 2008. This table also reflects
Qualcomm's right to purchase approximately 770,924 shares of common stock at
an exercise price of $96.80 per share, under warrants which Qualcomm
purchased in our February 2000 units offering. Such warrants are exercisable
beginning February 23, 2001 and expire on April 15, 2010.
