e424b3
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-126246
Prospectus Supplement No. 5
to Prospectus dated May 22, 2008
11,755,806 Shares
LEAP WIRELESS INTERNATIONAL, INC.
Common Stock
We are supplementing the prospectus dated May 22, 2008, covering up to 11,755,806 shares of
our common stock, par value $0.0001 per share, which may be offered for sale from time to time by
the selling stockholders named in the prospectus. This prospectus supplement contains our Current
Report on Form 8-K dated September 29, 2008, which was filed with the Securities and Exchange
Commission on September 29, 2008.
This prospectus supplement supplements information contained in the prospectus dated May 22,
2008. This prospectus supplement should be read in conjunction with the prospectus dated May 22,
2008, which is to be delivered with this prospectus supplement. This prospectus supplement is
qualified by reference to the prospectus, except to the extent that the information in this
prospectus supplement updates or supersedes the information contained in the prospectus dated May
22, 2008, including any supplements and amendments thereto.
This prospectus supplement is not complete without, and may not be delivered or utilized
except in connection with, the prospectus dated May 22, 2008, including any amendment or supplement
thereto.
INVESTING IN OUR SHARES OF COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS
BEGINNING ON PAGE 5 OF THE PROSPECTUS DATED MAY 22, 2008.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is October 9, 2008.
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 29, 2008
LEAP WIRELESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-29752
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33-0811062 |
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
incorporation)
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File Number)
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Identification No.) |
10307 Pacific Center Court
San Diego, California 92121
(Address of Principal Executive Offices)
(858) 882-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On September 29, 2008, Leap Wireless International, Inc. (the Company) issued a press
release announcing the entry into a national roaming agreement and
spectrum exchange agreement with
MetroPCS Communications, Inc. The parties also announced the settlement of outstanding litigation
between the parties.
A copy of the Companys press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
99.1
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Press Release dated September 29, 2008. |
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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.
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LEAP WIRELESS INTERNATIONAL, INC.
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Date: September 29, 2008 |
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/s/ Robert J. Irving, Jr.
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Name: |
Robert J. Irving, Jr. |
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Senior Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press Release dated September 29, 2008. |
Exhibit 99.1
Leap Wireless International, Inc and MetroPCS Communications, Inc.
Enter into National Roaming Agreement and Spectrum
Exchange Agreement and Settle Litigation
SAN DIEGO and DALLAS September 29, 2008 Leap Wireless International, Inc. (NASDAQ: LEAP) and
MetroPCS Communications, Inc. (NYSE: PCS) announced today that they have entered into a national
roaming agreement and an agreement to exchange wireless spectrum, and have settled all outstanding
litigation between them.
The new nationwide roaming agreement, which has an initial term of 10 years, covers the companies
existing and future markets, which the parties expect could ultimately encompass virtually all of
the top 200 markets in the nation. This agreement will enable wireless subscribers from each
company to utilize their wireless services in both companies markets at a more attractive and
competitive price.
Additionally, the companies entered into a spectrum exchange agreement covering licenses in certain
markets, with Leap acquiring an additional 10 MHz of spectrum in San Diego, Fresno, Seattle and
certain other Washington and Oregon markets, and MetroPCS acquiring an additional 10 MHz of
spectrum in Dallas-Ft. Worth, Shreveport-Bossier City, Lakeland-Winter Haven, Florida and certain
other North Texas markets. Completion of the spectrum exchange is subject to customary closing
conditions, including the consent of the Federal Communications Commission (FCC).
The settlement resolves litigation relating to the companies intellectual property. The companies
have entered into a cross-license agreement for intellectual property related to the litigation and
for other intellectual property that is held or applied for by either company. All pending
litigation between the parties will be dismissed.
We appreciate the manner in which both companies seized the opportunity to work together to
achieve these mutually positive results, said Doug Hutcheson, President and Chief Executive
Officer of Leap. Both companies are pleased to have enhanced their spectrum portfolio in several
key markets as we seek to provide our customers with the best wireless products and services. These
agreements provide opportunities for both MetroPCS and Leap to deliver greater value to our
customers across the country.
We are very pleased to have entered into the nationwide roaming agreement with Leap. The expanded
coverage which MetroPCS and Leap can offer as a result of this agreement will be a major benefit to
our customers, said Roger Linquist, Chairman, President and Chief Executive Officer of MetroPCS.
These agreements benefit both parties and allow each of us to focus on the growth of our
respective businesses.
Further terms of the agreements and settlement were not disclosed.
About Leap
Leap provides innovative, high-value wireless services to a fast-growing, young and ethnically
diverse customer base. With the value of unlimited wireless services as the foundation of its
business, Leap pioneered its Cricket® service. The Company and its joint ventures
operate in 29 states and hold licenses in 35 of the top 50 U.S. markets. Through its affordable,
flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, data and
mobile Web services. Headquartered in San Diego, Calif., Leap is traded on the NASDAQ Global
Select Market under the ticker symbol LEAP. For more information, please visit
www.leapwireless.com.
About MetroPCS Communications, Inc.
Dallas-based MetroPCS Communications, Inc. (NYSE: PCS) is a provider of unlimited wireless
communications service for a flat-rate with no signed contract. MetroPCS owns or has access to
licenses covering a population of approximately 149 million people in 14 of the top 25 largest
metropolitan areas in the United States, including New York City, Los Angeles, San Francisco,
Dallas, Philadelphia, Atlanta, Detroit, Boston, Miami, Tampa, and Sacramento. MetroPCS ranked
Highest In Customer Satisfaction With Wireless Prepaid Service in the J.D. Power and Associates
third annual Prepaid Customer Satisfaction Study in July of 2008. As of June 30, 2008, MetroPCS had
approximately 4.6 million subscribers and currently offers service in the Atlanta, Dallas, Detroit,
Jacksonville, Las Vegas, Los Angeles, Miami, Orlando, Philadelphia, Sacramento, San Francisco,
Sarasota and Tampa metropolitan areas. For more information please visit www.metropcs.com.
Forward-Looking Statements
This news release includes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended. Any statements made in this news release that
are not statements of historical fact, including statements about the companies beliefs and
expectations, are forward-looking statements and should be evaluated as such. Forward-looking
statements include information concerning the parties plans, objectives, strategies, goals, future
events, future performance and other information that is not historical information. These
forward-looking statements often include words such as anticipate, expect, suggests, plan,
believe, intend, estimates, targets, projects, should, would, could, may, will,
forecast, and other similar expressions.
These forward-looking statements are based on reasonable assumptions at the time they are made,
including the parties current expectations, plans and assumptions that have been made in light of
our experiences in the industry, as well as our perceptions of historical trends, current
conditions, expected future developments and other factors the companies believe are appropriate
under the circumstances. Forward-looking statements are not guarantees of future performance or
results. Actual financial results, performance or results of operations may differ materially from
those expressed in the forward-looking statements and projections. Factors that may materially
affect such forward-looking statements include the factors described or referenced from time to
time in each companys filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the year ended December 31, 2007 and Quarterly Reports on Form 10-Q, in
Part I, Item 1A, Risk Factors.
Leap Contacts:
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com
Amy Wakeham, Investor Relations
858-882-6084
awakeham@leapwireless.com
MetroPCS Contacts:
Keith Terreri, Vice President - Finance & Treasurer
Jim Mathias, Manager - Investor Relations
214-570-4641
investor_relations@metropcs.com