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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13d
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ___________)
LEAP WIRELESS INTERNATIONAL, INC.
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(NAME OF THE ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
521863 1 0 0
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(CUSIP NUMBER)
STEVEN R. ALTMAN, ESQ.
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
QUALCOMM INCORPORATED
6455 LUSK BOULEVARD
SAN DIEGO, CA 92121
(619) 587-1121
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
SEPTEMBER 23, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
(Page 1 of 11 pages)
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The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
SCHEDULE 13D
CUSIP No. 521863 1 0 0 PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
QUALCOMM Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
5,500,000 (1)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,500,000 (1)
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%(1)(2)
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14 TYPE OF REPORTING PERSON*
CO
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(1) Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of
1934, as amended.
(2) Percent based upon the approximate number of outstanding shares of the
Issuer's Common Stock, as reported in the Issuer's Registration
Statement on Form 10, as amended, filed by the Issuer with the
Commission on July 1, 1998 (SEC File No. 0-29752).
(Page 2 of 11 pages)
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ITEM 1. SECURITY AND ISSUER
(a) TITLE OF SECURITY:
Common Stock, $.0001 par value per share (the "Common Stock").
(b) NAME OF THE ISSUER:
Leap Wireless International, Inc., a Delaware corporation.
(c) THE ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
10307 Pacific Center Court
San Diego, CA 92121
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by QUALCOMM Incorporated,
a Delaware corporation ("QUALCOMM"). QUALCOMM is principally
in the business of providing digital wireless communications
equipment, technologies and services.
(b) The address of the principal business offices of
QUALCOMM is 6455 Lusk Boulevard, San Diego, California 92121.
(c) The name, citizenship, residence or business
address and principal occupation or employment (and the name,
principal business and address of any corporation or other
organization in which such employment is conducted) of each
director and executive officer of QUALCOMM are set forth on
Schedule I to this Schedule 13D.
(d) During the last five years, there have been no
criminal proceedings against QUALCOMM, or, to the best
knowledge of QUALCOMM, any of the other persons with respect
to whom information is given in response to this Item 2.
(e) During the last five years, neither QUALCOMM nor,
to the best knowledge of QUALCOMM, any of the other persons
with respect to whom information is given in response to this
Item 2, has been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in
a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) Not applicable.
(Page 3 of 11 pages)
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 23, 1998, the Issuer issued to QUALCOMM
a warrant (the "Warrant") to purchase 5,500,000 shares of
Common Stock, which is included as Exhibit 99.2 to this
Schedule 13D. The Issuer issued the Warrant to QUALCOMM in
connection with the distribution (the "Distribution") by
QUALCOMM to its stockholders of all of the outstanding shares
of Common Stock. The Warrant carries an exercise price per
share equal to the average price of the last sales price per
share of the Common Stock on the Nasdaq National Market for
each of the five consecutive trading days beginning on and
including the date of the Distribution and is exercisable
during the ten years following the Distribution. The Issuer
was a wholly-owned subsidiary of QUALCOMM prior to the
Distribution. The Distribution and the Warrant are described
in more detail in that certain Registration Statement on Form
10, as amended (the "Registration Statement"), filed by the
Issuer with the Commission on July 1, 1998 (SEC File No.
0-29752), which is included as Exhibit 99.1 to this Schedule
13D. In the Distribution, each stockholder of QUALCOMM
received one (1) share of Common Stock, including certain
attached preferred stock purchase rights, for every four (4)
shares of QUALCOMM Common Stock owned by such stockholder as
of the record date for the Distribution. QUALCOMM was, at the
time of the Distribution, a reporting company under the
Securities Exchange Act of 1934, as amended. This Schedule 13D
reflects QUALCOMM's beneficial ownership of the shares of
Common Stock issuable upon exercise of the Warrant. As of the
date of this Schedule 13D, QUALCOMM has not exercised the
Warrant for all or any portion of the shares of Common Stock
subject to the Warrant.
ITEM 4. PURPOSE OF THE TRANSACTION
As noted above, QUALCOMM acquired the Warrant and its
beneficial ownership of the shares of Common Stock in
connection with the Distribution. QUALCOMM currently holds the
Warrant, and may in the future exercise the Warrant, in whole
or in part, for investment purposes. QUALCOMM does not
currently have any plans or proposals that relate to or would
result in any of the actions set forth in parts (a) through
(j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of September 23, 1998, QUALCOMM had
beneficial ownership of 5,500,000 shares of Common Stock, all
of which QUALCOMM has the right to acquire pursuant to the
Warrant. QUALCOMM has sole power to vote and dispose of all of
the shares of Common Stock beneficially owned by it. Based
upon the approximate number of shares to be outstanding as of
the Distribution, as reported in the Registration Statement,
5,500,000 shares constitute approximately 23.8% of the
outstanding shares of Common Stock.
(Page 4 of 11 pages)
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(c) QUALCOMM has not effected any transaction in the
Common Stock during the past 60 days, other than the
Distribution.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the Distribution, the Issuer
issued the Warrant to QUALCOMM, as described in Item 3 above.
Pursuant to the Warrant, payment for the shares of Common
Stock issuable upon exercise of the Warrant may be made in the
form of cash, cancellation of indebtedness of the Issuer,
delivery to the Issuer of Common Stock having a fair market
value as of the date of exercise equal to the exercise price
times the number of shares to be received upon exercise, or
any other form of consideration approved by the Issuer's Board
of Directors. The Warrant also contains net exercise and
automatic exercise provisions. In addition, the Warrant
provides for certain demand, piggyback and Form S-3
registration rights, all of which are assignable under
specified circumstances, and limits the subsequent grant of
registration rights by the Issuer. The Warrant and all of
QUALCOMM's rights under the Warrant are transferable by
QUALCOMM, subject to its compliance with applicable federal
and state securities laws.
In addition, in connection with the Distribution,
QUALCOMM and the Issuer entered into a number of agreements,
including a Separation and Distribution Agreement, which is
included as Exhibit 99.3 to this Schedule 13D (the "Separation
and Distribution Agreement"), a Conversion Agreement, which is
included as Exhibit 99.4 to this Schedule 13D (the "Conversion
Agreement"), and an Employee Benefits Agreement, which is
included as Exhibit 99.5 to this Schedule 13D (the "Employee
Benefits Agreement"). Pursuant to the Separation and
Distribution Agreement, the Issuer agreed, among other things,
to issue to QUALCOMM the Warrant and the shares of Common
Stock to be distributed to QUALCOMM's stockholders in the
Distribution. Pursuant to the Conversion Agreement, the Issuer
agreed to issue shares of Common Stock to holders of
QUALCOMM's Trust Convertible Preferred Securities upon the
conversion of such securities and to, at all times, have
reserved and keep available, solely for issuance and delivery
upon such conversion, all Common Stock issuable from time to
time upon such conversion. Pursuant to the Employee Benefits
Agreement, the Issuer agreed to grant options to purchase
shares of Common Stock to certain holders of options to
purchase shares of QUALCOMM Common Stock. The Warrant, the
Separation and Distribution Agreement, the Conversion
Agreement and the Employee Benefits Agreement are described
more fully in the Registration Statement.
(Page 5 of 11 pages)
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Other than as described herein, to the best knowledge
of QUALCOMM, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer, including
but not limited to transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1 Registration Statement on Form 10, as amended
(incorporated herein by reference to the Registration
Statement on Form 10, as amended, filed by the Issuer
with the Commission on July 1, 1998, SEC File No.
0-29752 (the "Form 10")).
99.2 Warrant issued to QUALCOMM by the Issuer
(incorporated herein by reference to Exhibit 4.2 to
the Form 10).
99.3 Separation and Distribution Agreement between the
Issuer and QUALCOMM dated September 23, 1998
(incorporated herein by reference to Exhibit 2.1 to
the Form 10).
99.4 Conversion Agreement between the Issuer and QUALCOMM
dated September 23, 1998 (incorporated herein by
reference to Exhibit 10.6 to the Form 10).
99.5 Employee Benefits Agreement between the Issuer and
QUALCOMM dated September 23, 1998 (incorporated
herein by reference to Exhibit 10.5 to the Form 10).
(Page 6 of 11 pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 28, 1998
-------------------------------------------
(Date)
QUALCOMM INCORPORATED,
a Delaware corporation
By: /s/ Anthony S. Thornley
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Anthony S. Thornley
Executive Vice President and
Chief Financial Officer
(Page 7 of 11 pages)
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF QUALCOMM INCORPORATED
Irwin M. Jacobs is the Chairman of the Board of Directors and Chief Executive
Officer of QUALCOMM.
Andrew J. Viterbi is the Vice-Chairman of the Board of Directors of QUALCOMM.
Richard Sulpizio is the President and Chief Operating Officer of QUALCOMM.
Franklin P. Antonio is an Executive Vice President and the Chief Technology
Officer of QUALCOMM.
Anthony S. Thornley is an Executive Vice President and the Chief Financial
Officer of QUALCOMM.
Steven R. Altman is an Executive Vice President and the General Counsel,
Assistant Secretary and General Manager, Technology Transfer & Strategic
Alliances Division of QUALCOMM.
John E. Major is an Executive Vice President and the President, Infrastructure
Products Division of QUALCOMM.
Gerald L. Beckwith is a Senior Vice President and the President, CommSystems
Division of QUALCOMM.
Paul E. Jacobs is a Senior Vice President and the President, Subscriber Division
of QUALCOMM.
Phil H. White is a Senior Vice President and the General Manager, OmniTRACS
Division of QUALCOMM.
Donald E. Schrock is a Senior Vice President and the President, ASIC Division of
QUALCOMM.
Kevin Kelley is the Senior Vice President, External Affairs of QUALCOMM.
Mark Epstein is the Senior Vice President, Development of QUALCOMM.
Daniel Sullivan is the Senior Vice President, Human Resources of QUALCOMM.
Adelia A. Coffman is a Director of QUALCOMM. Ms. Coffman also currently provides
financial consulting services and is active in Oregon Diverse Industries, LLC, a
real estate investment and development company with its principal place of
business at 4902 McLoughlin Dr., Central Point OR 97504 and of which she is an
owner.
Neil Kadisha is a Director of QUALCOMM. Mr. Kadisha is also Chief Executive
Officer of GNC Industries, Inc./Stadco, an aerospace and aircraft component
manufacturer with its
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principal place of business at 1931 N. Broadway, Los Angeles, CA 90031, and
Chairman of the Board of Directors of Texollini, Inc., a manufacturer of stretch
fabric, and the Chief Executive Officer of HPM Corporation, a major manufacturer
of machinery for the plastics industry and machinery for the die casting
industry.
Robert E. Kahn is a Director of QUALCOMM. Dr. Kahn is also Chairman, Chief
Executive Officer and President of the Corporation for National Research
Initiatives (CNRI), with its principal place of business at 1895 Preston White
Drive, Suite 100, Reston, VA 20191.
Jerome S. Katzin is a Director of QUALCOMM. He is also a Director of the Coastal
Corporation, an oil and gas business.
Duane A. Nelles is a Director of QUALCOMM. Mr. Nelles is in the personal
investment business and serves on the Board of Directors of WFS Financial Inc.,
an automotive finance company.
Frank Savage is a Director of QUALCOMM. He also serves as Chairman of Alliance
Capital Management International, with its principal place of business at 1345
Avenue of the Americas, New York, NY 10105, and a Director of Alliance Capital
Management Corporation. Alliance Capital is an investment management subsidiary
of Equitable Life Assurance Society. Mr. Savage is a Director of Lockheed Martin
Corporation, an aero-technology corporation, ARCO Chemical Company, a
manufacturing company, Essence Communications, Inc., a media company and The
Johns Hopkins and Howard Universities.
Brent Scowcroft is a Director of QUALCOMM. General Scowcroft is the President of
The Scowcroft Group, Inc., an international business consulting firm with its
principal place of business at 900 17th St., NW, Suite 500, Washington, DC
20006. He is also the President of the Forum for International Policy, a
non-profit organization that promotes American leadership and foreign policy.
General Scowcroft is a Director of Northrop Grumman Corporation, an aerospace
company, Pennzoil Company, an oil and gas company and Enron Global Power &
Pipelines L.L.C., a utility company and a member of the Board of Trustees of the
Rand Corporation, a research and development company.
Richard C. Atkinson is a Director of QUALCOMM. Dr. Atkinson is also currently
the President of the University of California, with its principal place of
business at 1111 Franklin St., Flr. 12, Oakland, CA 94607, and a Director of San
Diego Gas & Electric, a utilities company.
Peter M. Sacerdote is a Director of QUALCOMM. Mr. Sacerdote is also a limited
partner of the Goldman Sachs Group, L.P., with its principal place of business
at 85 Broad St., 19th Floor, New York, NY 10004, where he also serves as
Chairman of its Investment Committee. He also serves as a Director of AMF Group,
Inc., a bowling center operator and equipment manufacturer and Franklin
Resources, Inc., a mutual fund management company.
Marc I. Stern is a Director of QUALCOMM. He is also the President of The TCW
Group, Inc., an asset management firm with its principal place of business at
865 S. Figueroa, Los Angeles, CA 90017. Mr. Stern is Chairman of Apex Mortgage
Capital, Inc., a financial services company;
(Page 9 of 11 pages)
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a Director of TCW Funds, Inc., a registered investment company; and a Trustee of
eleven open-end and closed-end registered investment companies comprising the
TCW/DW Family of Funds.
All individuals described in this Schedule I are U.S. citizens and are employed
at, or retained as directors by, QUALCOMM Incorporated, 6455 Lusk Boulevard, San
Diego, CA 92121.
(Page 10 of 11 pages)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF DOCUMENT
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<S> <C>
99.1 Registration Statement on Form 10, as amended (incorporated
herein by reference to the Registration Statement on Form 10, as
amended, filed by the Issuer with the Commission on July 1,
1998, SEC File No. 0-29752 (the "Form 10")).
99.2 Warrant issued to QUALCOMM by the Issuer (incorporated herein by
reference to Exhibit 4.2 to the Form 10).
99.3 Separation and Distribution Agreement between the Issuer and
QUALCOMM dated September 23, 1998 (incorporated herein by
reference to Exhibit 2.1 to the Form 10).
99.4 Conversion Agreement between the Issuer and QUALCOMM dated
September 23, 1998 (incorporated herein by reference to Exhibit
10.6 to the Form 10).
99.5 Employee Benefits Agreement between the Issuer and QUALCOMM
dated September 23, 1998 (incorporated herein by reference to
Exhibit 10.5 to the Form 10).
</TABLE>
(Page 11 of 11 pages)
