UNITED STATES
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

June 28, 2012
Date of Report (date of earliest event reported)

6401 Hollis Street, Suite 100
Emeryville, California 94608-1463
(Address of principal executive offices) (Zip 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):

Item 5.02                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2012, the board of directors (the “Board”) of LeapFrog Enterprises, Inc. (the “Company”), in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, adopted a resolution increasing the total number of directors that constitutes the Board from eight to nine directors, and thereafter elected Dr. Theodore R. Mitchell to fill the newly created vacancy on the Board.

In connection with the election of Dr. Mitchell to the Board, the Board affirmatively determined that Dr. Mitchell has no material relationship with the Company and otherwise satisfies the definition of “independent director” under Section 303A.02 of the New York Stock Exchange Listed Company Manual.

In accordance with the Company’s director compensation arrangements currently applicable to all non-employee directors, Dr. Mitchell will receive an annual cash retainer of $40,000 for serving as a director on the Board. In addition, under the Company’s 2011 Equity and Incentive Plan, Dr. Mitchell will receive a grant of (i) a nonstatutory stock option to purchase shares of the Company's Class A common stock equal in value to $100,000 on the date of grant and (ii) a restricted stock unit award equal in value to $100,000 on the date of grant. In accordance with the Company’s director compensation arrangements, the grant date for such initial grants is anticipated to be July 16, 2012. Vesting of such grants is expected to be as follows: 1/36th of the shares of Class A common stock covered by the nonstatutory stock option shall vest monthly over thirty-six (36) months from the date of his election to the Board and 1/3rd of the shares of Class A common stock covered by the restricted stock unit award shall vest on each annual anniversary of the grant date. The Company and Dr. Mitchell will enter into the Company’s standard form of Indemnification Agreement between the Company and a director, the form of which agreement was filed by the Company as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007.

Other than as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings between Dr. Mitchell and any other person pursuant to which Dr. Mitchell was selected as a director, and there are and have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Dr. Mitchell that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 8.01                Other Events.

On June 29, 2012, the Company issued a press release announcing Dr. Mitchell’s election to the Board. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01                Financial Statements and Exhibits.

(d)          Exhibits.

The following exhibit is filed herewith:

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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