UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 2, 2011
LEAPFROG ENTERPRISES, INC.
(Exact name of registrant as specified in its chapter)
| Delaware | 1-31396 | 95-4652013 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6401 Hollis Street, Suite 100 Emeryville, California |
94608-1071 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (510) 420-5000
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On March 2, 2011, Mollusk Holdings LLC (“Mollusk”) adopted a second stock trading plan to sell an additional portion of its LeapFrog Enterprises, Inc. (the “Company”) stock. The pre-arranged stock trading plan is intended to comply with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934 and with the Company’s policies regarding stock transactions. Mollusk is controlled by Lawrence J. Ellison.
Under the terms of this second plan, Mollusk may additionally sell up to 4,566,000 shares with a daily trading volume not to exceed (i) 12,000 shares beginning on April 1, 2011 and through June 30, 2011 and (ii) 30,000 shares beginning July 1, 2011. Sales under this second plan will not begin prior to April 1, 2011 and are in addition to sales under the plan currently in effect. The transactions under the trading plan will be disclosed publicly through Form 4 and Form 144 filings by Mollusk with the Securities and Exchange Commission.
Mollusk currently holds approximately 13.4 million shares of Class B common stock and 1.7 million shares of Class A common stock, which together represent approximately 23.4% of the Company’s outstanding capital stock and approximately 58.0% of the voting power of the Company’s outstanding capital stock. All shares that are sold will be converted into Class A common stock at or before the time of sale.
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.
| LeapFrog Enterprises, Inc. (Registrant) | ||||||
| Date: March 3, 2011 | By: | /s/ Mark A. Etnyre Mark A. Etnyre Chief Financial Officer | ||||