LF Leapfrog Enterprises

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

      _________________________________________________________________________________________________________________________________________________________________________________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

LeapFrog Enterprises, Inc.

(Name of Issuer)

Class A Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

52186N106

(CUSIP Number)

Nick Delany

Chairman

VTech USA Holdings, L.L.C.

1156 W. Shure Dr. #200

Arlington Heights, IL 60004

(847) 400-3600

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Richard V. Smith, Esq.
Mark W. Seneca, Esq.

Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5700

February 5, 2016

(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. ☐ 

      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 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).

13D

                                                                                                                                                                                                                                                                                                  

CUSIP No. 52186N106

Page 1 of 13

 

1	NAMES OF REPORTING PERSONS   VTech Holdings Limited*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,036,182
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,036,182
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,036,182†
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6%‡
14	TYPE OF REPORTING PERSON
	HC

 

^*As a result of the transactions discussed in Item 4 of this Schedule 13D, the reporting person may be deemed to be a member of a group under Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

^† Beneficial ownership of the Class A common stock is being reported because the reporting person may be deemed to have beneficial ownership of such common stock as a result of the relationships described under Items 2, 3 and 4 of this Schedule 13D.  Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission by the reporting person that it is the beneficial owner of any shares of Class A common stock disclosed under this Schedule 13D for purposes of sections 13(d) and 13(g) of the Exchange Act, or for any other purpose and such beneficial ownership is expressly disclaimed.

^‡The calculation of this percentage is based on 66,589,763 shares of Class A common stock outstanding as of February 5, 2016 (as represented in the Merger Agreement (defined herein) discussed in Item 4 of this Schedule 13D).

^* As a result of the transactions discussed in Item 4 of this Schedule 13D, the reporting person may be deemed to be a member of a group under Rule 13d-5 of the Exchange Act.

^† Beneficial ownership of the Class A common stock is being reported because the reporting person may be deemed to have beneficial ownership of such common stock as a result of the relationships described under Items 2, 3 and 4 of this Schedule 13D.  Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission by the reporting person that it is the beneficial owner of any shares of Class A common stock disclosed under this Schedule 13D for purposes of sections 13(d) and 13(g) of the Exchange Act or for any other purpose and such beneficial ownership is expressly disclaimed.

^‡ The calculation of this percentage is based on 66,589,763 shares of Class A common stock outstanding as of February 5, 2016 (as represented in the Merger Agreement discussed in Item 4 of this Schedule 13D).

13D

                                                                                                                                                                                                                                                                                                         

 

CUSIP No. 52186N106

Page 3 of 13

 

 

1	NAMES OF REPORTING PERSONS   Bonita Merger Sub, L.L.C.*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,036,182
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,036,182
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,036,182†
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6%‡
14	TYPE OF REPORTING PERSON
	OO

 

---

^* As a result of the transactions discussed in Item 4 of this Schedule 13D, the reporting person may be deemed to be a member of a group under Rule 13d-5 of the Exchange Act.

^† Beneficial ownership of the Class A common stock is being reported because the reporting person may be deemed to have beneficial ownership of such common stock as a result of the relationships described under Items 2, 3 and 4 of this Schedule 13D.  Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission by the reporting person that it is the beneficial owner of any shares of Class A common stock disclosed under this Schedule 13D for purposes of sections 13(d) and 13(g) of the Exchange Act or for any other purpose and such beneficial ownership is expressly disclaimed.

^‡ The calculation of this percentage is based on 66,589,763 shares of Class A common stock outstanding as of February 5, 2016 (as represented in the Merger Agreement discussed in Item 4 of this Schedule 13D).

13D

                                                                                                                                                                                                                                                                                                         

CUSIP No. 52186N106

Page 4 of 13

 

1	NAMES OF REPORTING PERSONS   Allan WONG Chi Yun*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British National (Overseas)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		866,676
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		866,676
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	866,676†
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.3%‡
14	TYPE OF REPORTING PERSON
	IN

 

---

^*As a result of the transactions discussed in Item 4 of this Schedule 13D, the reporting person may be deemed to be a member of a group under Rule 13d-5 of the Exchange Act.

^† Beneficial ownership of the Class A common stock is being reported because the reporting person may be deemed to have beneficial ownership of such common stock as a result of the relationships described under Items 2, 3 and 4 of this Schedule 13D.  Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission by the reporting person that it is the beneficial owner of any shares of Class A common stock disclosed under this Schedule 13D for purposes of sections 13(d) and 13(g) of the Exchange Act or for any other purpose and such beneficial ownership is expressly disclaimed.

^‡ The calculation of this percentage is based on 66,589,763 shares of Class A common stock outstanding as of February 5, 2016 (as represented in the Merger Agreement discussed in Item 4 of this Schedule 13D).

  This statement on Schedule 13D ("Schedule 13D") relates to the Class A common stock, par value $0.0001 per share (the "Class A common stock"), of LeapFrog Enterprises, Inc., a Delaware corporation ("LeapFrog"), whose principal executive offices are located at 401 Hollis Street, Suite 100, Emeryville, California 94608-1463.

 

  This Schedule 13D is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"):

·

VTech Holdings Limited, an exempted company incorporated in Bermuda with limited liability ("VTech"),

·

VTech USA Holdings, L.L.C., a Delaware limited liability company ("Holdings"),

·

Bonita Merger Sub, L.L.C., a Delaware limited liability company ("Merger Sub"), and

·

Dr. Allan WONG Chi Yun, an individual ("Dr. WONG").

  As a result of the transactions described in Item 4 of this Schedule 13D, the Reporting Persons may be deemed to be members of a group under Rule 13d-5 of the Exchange Act.  The principal businesses of VTech are being a global leader in electronic learning products, the world's largest manufacturer of cordless phones and providing highly sought-after contract manufacturing services.  The principal business of Holdings is to hold the U.S. business interests of VTech.  The principal (and sole) business of Merger Sub is to engage in the transactions discussed in the Merger Agreement (defined below).  The principal occupation of Dr. WONG is Chairman of the Board of Directors and Group CEO of VTech.

  The principal business and principal office addresses of VTech and Dr. WONG are 23rd Floor, Tai Ping Industrial Centre, Block 1, 57 Ting Kok Road, Tai Po, New Territories, Hong Kong.  The principal business and principal office addresses of Holdings and Merger Sub are 1156 W. Shure Drive, #200, Arlington Heights, IL 60004.

  The name, business address, present principal occupation or employment, citizenship of each executive officer and director (or persons performing similar functions) of the Reporting Persons are set forth on Attachment A at the end of this Schedule 13D.

  During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons set forth on Attachment A, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to 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.

     As more fully described in Item 4, the Supporting Stockholders (as defined below) entered into the Support Agreement (defined below) and with VTech and Merger Sub.  The Support Agreement was made to induce VTech and Merger Sub to enter into the Merger Agreement.  The Reporting Persons did not use any funds in connection with the Support Agreement except for transaction expenses incurred in connection with the Merger Agreement and Offer (defined below).

  Dr. WONG may be deemed to have acquired beneficial ownership of 866,676 Company Shares (defined below) during the period between February 11 and March 6, 2015 for approximately US$2,208,068 from funds on hand.

 

  The Merger Agreement and Tender Offer

  On February 5, 2016, VTech and Merger Sub entered into the Agreement and Plan of Merger (the "Merger Agreement") with LeapFrog.  Pursuant to the Merger Agreement, Merger Sub will commence a tender offer (the "Offer") no later than March 3, 2016 to purchase the outstanding shares of Class A common stock (the "Company Shares") and Class B common stock, par value $0.0001 per share (the "Class B common stock"), of LeapFrog for US $1.00, net to the seller thereof in cash without interest (the "Offer Price").

  Upon successful completion of the Offer, and subject to the satisfaction or waiver of certain additional conditions set forth in the Merger Agreement, Merger Sub will be merged with and into LeapFrog, with LeapFrog surviving as an indirect wholly-owned subsidiary of VTech (the "Merger").  At the effective time of the Merger (the "Effective Time"), each outstanding Company Share will be converted automatically into the right to receive the Offer Price—not including the treasury stock of LeapFrog, stock owned by VTech or stock held by stockholders who have properly exercised and perfected appraisal rights under Delaware law.  The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware.  Accordingly, no vote of the stockholders of the Company will be required to effectuate the Merger.

  This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement which is attached as exhibit 2.1 to the Form 8-K filed by LeapFrog on February 5, 2016, incorporated into this Schedule 13D as exhibit 1 and incorporated into this Item 4 by this reference.

  The Support Agreement

  In accordance with the Merger Agreement, the directors and certain executive officers of LeapFrog (the "Supporting Stockholders") have entered into a Tender and Support Agreement, dated February 5, 2016 (the "Support Agreement"), with VTech and Merger Sub.  Pursuant to the Support Agreement, the Supporting Stockholders will tender, and not withdraw, all of the Company Shares beneficially owned by them (i.e., 3,036,182 shares of Class A common stock), or later acquired them during the Support Period (as defined below).

  The Supporting Stockholders will take further actions during the Support Period including, but not limited to, to voting the Company Shares beneficially owned by them in favor of the adoption of the Merger Agreement, revoking prior proxies granted with respect to the Company Shares and appointing VTech as each Supporting Stockholder's sole proxy, with full power of substitution, with respect to the Company Shares beneficially owned by them.

  The "Support Period" extends from February 5, 2016 through the earliest to occur of (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms, or (iii) mutual written consent of VTech and a Supporting Stockholder.

  Purpose of Transactions

  The acquisition of the securities of Leapfrog may be deemed to have been taken in furtherance of the transactions described above.  The ultimate plan is for VTech, through Merger Sub, to acquire control of and the entire equity interest in LeapFrog.  The Support Agreement was entered into to induce VTech and Merger Sub to enter into the Merger Agreement.

  Upon completion of the Merger:

·

LeapFrog will become an indirect wholly-owned subsidiary of  VTech,

·

The Company Shares will cease to be freely traded or listed on the NYSE,

·

The class of Company Shares will be deregistered under the Exchange Act, and

·

VTech will control the board of directors of LeapFrog and will make other changes in LeapFrog's governing documents as it may deem appropriate.

  Except as disclosed in this Schedule 13D, the Reporting Persons do not have any plans or proposals that relate to, or would bring about, any of the results described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

13D

                                                                                                                                                                                                                                                                                                             

CUSIP No. 52186N106

Page 8 of 13

 

 

(a) and (b)

                Pursuant to the Support Agreement and certain relationships, VTech, Holdings and Merger Sub each may be deemed to own beneficially 3,036,182 Company Shares which constitutes approximately 4.6% of the class of Company Shares.  Dr. WONG may be deemed to own beneficially 866,676 Company Shares which constitutes approximately 1.3% of the class of Company Shares.  The percentages are based on 66,589,763 Company Shares outstanding as of February 5, 2016 as represented in the Merger Agreement.

                VTech, Holdings and Merger Sub each may be deemed to share the power to vote or direct the vote, and share the power to dispose or direct the disposition of, 3,036,182 Company Shares or approximately 4.6% of the class of Company Shares.

                As a result of the transactions described in Item 4 of this Schedule 13D, the Reporting Persons may be deemed to be members of a group under Rule 13d-5 of the Exchange Act.  Other than for purposes of Rule 13d-3, the foregoing statements will not be deemed to constitute an admission by the Reporting Persons that the Reporting Person is the beneficial owner of any shares of Class A common stock disclosed under this Schedule 13D for purposes of Sections 13(d) and 13(g) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.  To the Reporting Person's knowledge, other than Dr. WONG, no Company Shares are beneficially owned by any person listed on Attachment A.

(c)

                Except as described above, during the past 60 days none of the Reporting Persons or, to the Reporting Peron's best knowledge, persons listed on Attachment A has effected any transactions in Company Shares.

(d)

                None.

(e)

                Not Applicable.

 

               The information disclosed under Items 3, 4 and 5 is incorporated by reference into this Item 6.  The agreements listed as exhibits to this Schedule 13D are further incorporated by reference herein.

               Other than the Merger Agreement and Support Agreement described above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or any person listed on Attachment A and any person with respect to any securities of LeapFrog including, but not limited to, the transfer or voting of any of the 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, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

SIGNATURES

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.

Date: February 16, 2016

 

[Signature Page to Schedule 13D]

Attachment A

Listed below are the names, citizenship and present principal occupation or employment of the executive officers and directors of VTech.  Similar information is provided for Dr. WONG.  The principal address of VTech disclosed in Item 2 above is incorporated into this Attachment A with respect to the executive officers (Group Senior Management) and directors of VTech and Dr. WONG.

 

 

Listed below are the names, citizenship and present principal occupation or employment of the directors and executive officers of Holdings.  The principal address of Holdings disclosed in Item 2 above is incorporated into this Attachment A with respect to such directors and executive officers.

 

 

Listed below are the names, citizenship and present principal occupation or employment of the directors (managers) and executive officers of Merger Sub.  The principal address of Merger Sub disclosed in Item 2 above is incorporated into this Attachment A with respect to such directors (managers) and executive officers.

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