CUSIP No. 52186N106
|
13D/A
|
|
Introductory Statement
This Amendment No. 1 on Schedule 13D (
Amendment No. 1
) amends the Schedule 13D filed on February 16, 2016 (the
Initial 13D
), and the capitalized terms used but not defined herein have the meanings ascribed to them in the Initial 13D.
Item 3.
Source and Amount of Funds or Other Consideration
In connection with the tender offer described in the Initial 13D and below, on April 4, 2016, Merger Sub acquired 40,298,861 Class A shares of common stock (including tendered Class B shares that converted to Class A shares upon consummation of the Offer) that represented approximately 56.6% of the outstanding capital stock as of the expiration of the Offer (the
Acquisition
) of LeapFrog Enterprises, Inc. (
LeapFrog
), for a total purchase price of approximately $40.3 million in cash paid by VTech. The disclosure regarding the Merger in Item 4 below is incorporated herein by reference.
Item 4.
Purpose of Transaction
As disclosed in Item 4 of the Initial 13D, Merger Sub commenced the Offer to purchase all of the outstanding common stock of LeapFrog, and, on April 4, 2016, the tender offer was consummated. The purpose of the Acquisition was to consummate the Merger which was effected, after the tender offer was consummated, on April 4, 2016.
Further, upon effectiveness of the Merger:
·
Merger Sub was merged into LeapFrog (from and after the effective time of the Merger, the
Surviving Corporation
) and ceased to exist,
·
VTech and Holdings acquired beneficial ownership of all of the equity interests of the Surviving Corporation,
·
The Surviving Corporation became an indirect wholly-owned subsidiary of VTech,
·
LeapFrogs Class A common stock ceased to trade and be listed on the NYSE, and
·
The class of Class A common stock will be deregistered under the Exchange Act.
Item 5.
Interest in Securities of the Issuer
(a), (b)
At the effective time of the Merger of Merger Sub into LeapFrog, all Company Shares held by VTech and Holdings were automatically cancelled and, therefore, after the effective time of the Merger, VTech and Holdings ceased to beneficially own Company Shares. In connection with the Merger, 100 shares of common stock, par value $0.01 per share, of the Surviving Corporation were issued to Holdings so that the Surviving Corporation became an indirect wholly-owned subsidiary of VTech and all of the Surviving Corporations equity interests were beneficially owned by VTech and Holdings.
Dr. WONG tendered the Company Shares he beneficially owned into the Offer and, consequently, beneficially owns no Company Shares.
(c)
Item 4 of this Amendment No. 1 is incorporated herein by reference.
(e)
VTech, Holdings, and Dr. WONG ceased to be the beneficial owners of more than five percent of the Company Shares on April 4, 2016.
5