SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Leap Wireless International, Inc.
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
(Title of Class of Securities)
521863308
(CUSIP Number)
Doron Lipshitz, Esq.
OMelveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2061
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 2007
(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
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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.
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
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1 |
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NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL PARTNERS IIA LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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8,415,428 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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8,415,428 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,415,428 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.3% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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1 |
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NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL ADVISORS II LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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11,755,806 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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11,755,806 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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11,755,806 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.2% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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1 |
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NAMES OF REPORTING PERSONS
MHR FUND MANAGEMENT LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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14,075,945 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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14,075,945 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,075,945 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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20.6% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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1 |
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NAMES OF REPORTING PERSONS
MARK H. RACHESKY, M.D. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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14,119,619 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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14,119,619 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,119,619 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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20.7% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN; HC |
This
Statement on Schedule 13D (this Statement)
further amends and supplements, as Amendment No. 2, the
Schedule 13D filed on August 26, 2004 (the
Original Schedule
13D), which was amended and restated on December 19, 2007
by Amendment No. 1 to the Original Schedule 13D (Amendment No. 1
and, together with the Original Schedule 13D, the Schedule
13D) and relates to the shares of common stock, par value $0.0001 per share (the Common
Stock), of Leap Wireless International, Inc. (the Issuer).
This Statement is
being filed by the Reporting Persons to report the acquisition of additional
shares of Common Stock.
Item 3. Source and Amount of Funds or Other Consideration
Item 3
is hereby amended to add the following:
The
source of funds for the purchase reported in this Statement was the
working capital of Master Account, Capital Partners (100) and Institutional Partners III.
Item 4. Purpose of Transaction
Item
4 is hereby amended and restated in its entirety as follows:
All of the shares of Common Stock reported herein as having been acquired for the accounts of
the Reporting Persons were acquired for investment purposes only.
Neither the Reporting Persons nor, to the best of their knowledge, any of the other persons
identified in response to Item 2 hereof, has any plans or proposals that relate to or would result
in the occurrence of any of the transactions described in subparagraphs (b) through (j) of Item 4
of Schedule 13D. Notwithstanding and in addition to the foregoing, Dr. Rachesky was elected as a
member of the Board of Directors of the Issuer, effective August 19, 2004. In his capacity as a
Director of the Issuer, Dr. Rachesky may have influence over the corporate activities of the Issuer
and may, with or without the Reporting Persons or the persons identified in Item 2 hereof, from
time to time develop and/or discuss plans or proposals that relate to or would result in the
occurrence of any transaction or event described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
(a) Depending upon a variety of factors, including, without limitation, trading prices of
the shares of Common Stock, the financial condition, results of operations and prospects of
the Issuer, general investment and trading policies of the Reporting Persons and general
economic, financial and industry conditions, the Reporting Persons may from time to time
(including in the coming days) acquire, or cause to be acquired, additional securities of
the Issuer or dispose, or cause to be disposed, such securities, in open market
transactions, privately negotiated transactions, transactions in which the Issuer raises,
through private or public offerings, additional capital through a combination of additional
debt and/or equity financing or otherwise.
Institutional Partners III
intends to
direct the deposit of certain shares of Common Stock, as applicable, with a third
party escrow agent, to be held in escrow pending expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Reporting Persons reserve the right, from time to time, to formulate other purposes, plans or
proposals that relate to or would result in the occurrence of any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D if and to the extent deemed advisable in
light of general investment and trading policies of the Reporting Persons, market conditions or
other factors. The information set forth in this Item 4 is subject to change at any time, and there
can be no assurances that any of the Reporting Persons will or will not take any of the actions
described above.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
The
percentages set forth in this Statement are calculated based on information contained in
the Issuers Form 10-Q for the quarterly period ended September 30, 2007, which disclosed that
there were 68,207,914 shares of Common Stock outstanding as of December 7, 2007.
(a) (i) Master Account may be deemed the beneficial owner of 216,808 shares of Common Stock
held for its own account (approximately 0.3% of the total number of shares of Common
Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act).
(ii) Capital Partners (100) may be deemed the beneficial owner of 26,080 shares of Common
Stock held for its own account (approximately 0.04% of the total number of shares of
Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange
Act).
(iii) Advisors may be deemed the beneficial owner of 242,888 shares of Common Stock
(approximately 0.4% of the total number of shares of Common Stock outstanding,
calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act). This number consists of
(A) 216,808 shares of Common Stock held for the account of Master Account and (B) 26,080 shares of
Common Stock held for the account of Capital Partners (100).
(iv) Institutional Partners II LP may be deemed the beneficial owner of 3,340,378 shares of
Common Stock held for its own account (approximately 4.9% of the total number of shares
of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange
Act).
(v) Institutional Partners IIA may be deemed the beneficial owner of 8,415,428 shares of
Common Stock held for its own account (approximately 12.3% of the total number of
shares of Common Stock outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the
Exchange Act).
(vi) Institutional Advisors II may be deemed the beneficial owner of 11,755,806 shares of
Common Stock (approximately 17.2% of the total number of shares of Common Stock
outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act). This number
consists of (A) 3,340,378 shares of Common Stock held for the account of Institutional Partners II
and (B) 8,415,428 shares of Common Stock held for the account of Institutional Partners IIA.
(vii) Institutional Partners III may be deemed the beneficial owner of 2,077,251 shares of
Common Stock held for its own account (approximately 3.0% of the total number of shares
of Common Stock outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange
Act).
(viii) Institutional Advisors III may be deemed the beneficial owner of 2,077,251 shares of
Common Stock (approximately 3.0% of the total number of shares of Common Stock
outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act). This number
consists of 2,077,251 shares of Common Stock held for the account of Institutional Partners III.
(ix) Fund Management may be deemed the beneficial owner of 14,075,945 shares of Common Stock
(approximately 20.6% of the total number of shares of Common Stock outstanding,
calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act). This number consists of
all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of Fund
Managements investment management agreement with Master Account, Capital Partners (100),
Institutional Partners II, Institutional Partners IIA and Institutional Partners III.
(x) Dr. Rachesky may be deemed the beneficial owner of 14,119,619 shares of Common Stock
(approximately 20.7% of the total number of shares of Common Stock outstanding, calculated
in accordance
with Rule 13d-3(d)(1)(i) under the Exchange Act). This number consists of (A) all of
the shares of Common Stock otherwise described in this Item 5(a) by virtue of Dr. Racheskys
position as the managing member of each of Fund Management, Advisors, Institutional Advisors II and
Institutional Advisors III, (B) 3,474 shares of restricted
stock, and (C) 40,200 shares of Common Stock that can be obtained upon the exercise of certain non-qualified stock options.
(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition
of 216,808 shares of Common Stock which may be deemed to be beneficially owned by Master Account as
described above, and (y) the sole power to direct the voting of
216,808 shares of Common Stock which
may be deemed to be beneficially owned by Master Account as described above.
(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the
disposition of 26,080 shares of Common Stock which may be deemed to be beneficially owned by Capital
Partners (100) as described above, and (y) the sole power to direct the voting of 26,080 shares of
Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described
above.
(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of
242,888 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described
above, and (y) the sole power to direct the voting of 242,888 shares of Common Stock which may be
deemed to be beneficially owned by Advisors as described above.
(iv) Institutional Partners II may be deemed to have (x) the sole power to direct the
disposition of 3,340,378 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Partners II as described above, and (y) the sole power to direct the voting of
3,340,378 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Partners II as described above.
(v) Institutional Partners IIA may be deemed to have (x) the sole power to direct the
disposition of 8,415,428 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Partners IIA as described above, and (y) the sole power to direct the voting of
8,415,428 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Partners IIA as described above.
(vi) Institutional Advisors II may be deemed to have (x) the sole power to direct the
disposition of 11,755,806 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Advisors II as described above, and (y) the sole power to direct the voting of
11,755,806 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Advisors II as described above.
(vii) Institutional Partners III may be deemed to have (x) the sole power to direct the
disposition of 2,077,251 shares of Common Stock which may be deemed to be beneficially owned by
Institutional Partners III as described above, and (y) the sole power to direct the voting of
2,077,251 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Partners III as described above.
(viii) Institutional Advisors III may be deemed to have (x) the sole power to direct the
disposition of 2,077,251 shares of Common Stock which may be deemed to be beneficially owned by
Institutional
Advisors III as described above, and (y) the sole power to
direct the voting of 2,077,251 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Advisors III as described above.
(ix) Fund Management may be deemed to have (x) the sole power to direct the disposition of
the 14,075,945 shares of Common Stock which may be deemed to be beneficially owned by Fund
Management as described above, and (y) the sole power to direct
the voting of 14,075,945 shares of
Common Stock which may be deemed to be beneficially owned by Fund Management as described above.
(x) Dr. Rachesky
may be deemed to have (x) the sole power to direct the
disposition of the 14,119,619 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as
described above, (y) the sole power to direct the voting of 14,119,619 shares of Common Stock which
may be deemed to be beneficially owned by Dr. Rachesky as described above.
(c) Except as otherwise disclosed herein, there have been no transactions with respect to the
shares of Common Stock in the last 60 days by any of the Reporting Persons.
(d) (i) The partners of Master Account, including Advisors, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the securities held for
the account of Master Account in accordance with their partnership interests in Master Account.
(ii) The partners of Capital Partners (100), including Advisors, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the securities held for
the account of Capital Partners (100) in accordance with their partnership interests in Capital
Partners (100).
(iii) The partners of Institutional Partners II, including Institutional Advisors II, have
the right to participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of Institutional Partners II in accordance with their partnership
interests in Institutional Partners II.
(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have
the right to participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of Institutional Partners IIA in accordance with their partnership
interests in Institutional Partners IIA.
(v) The partners of Institutional Partners III, including Institutional Advisors III, have
the right to participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of Institutional Partners III in accordance with their partnership
interests in Institutional Partners III.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this Statement is true, complete and correct.
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Date: December 19, 2007 |
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MHR INSTITUTIONAL PARTNERS IIA LP |
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By:
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MHR Institutional Advisors II LLC,
its General Partner |
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By:
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/s/ Mark Rachesky
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Name: Mark Rachesky, M.D. |
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Title: Managing Member |
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MHR INSTITUTIONAL ADVISORS II LLC |
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By:
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/s/ Mark Rachesky
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Name: Mark Rachesky, M.D. |
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Title: Managing Member |
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MHR FUND MANAGEMENT LLC |
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By:
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/s/ Mark Rachesky
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Name: Mark Rachesky, M.D. |
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Title: Managing Member |
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MARK H. RACHESKY, M.D. |
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By:
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/s/ Mark Rachesky
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