As filed with the Securities and Exchange Commission on August 6, 2012
Registration No. 333-152956
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LEAPFROG ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization) | | 95-4652013 (I.R.S. Employer
Identification Number) |
6401 Hollis Street, Suite 100 Emeryville, California
(Address of Principal Executive Offices) | | 94608-1463
(Zip Code) |
Stock Option Agreement between Jeffrey G. Katz and Registrant
(Full title of the Plan)
ROBERT LATTUGA
VICE PRESIDENT AND
GENERAL COUNSEL
LeapFrog Enterprises, Inc.
6401 Hollis Street, Suite 100
Emeryville, California 94608-1463
(Name and address of agent for service)
(510) 420-5000
(Telephone number, including area code, of agent for service)
With a Copy to:
John W. Campbell, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105-2482
(415) 268-7000
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 dated August 12, 2008 (File No. 333-152956) (the “Registration Statement”), is filed for the purpose of terminating the Registration Statement and removing from registration any of the securities previously registered under the Registration Statement that remain unsold as of the date hereof, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a post-effective amendment on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Emeryville, State of California, on August 6, 2012.
| | LEAPFROG ENTERPRISES, INC. |
| | |
| | By: | /s/ John Barbour |
| | | John Barbour
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | | Title | | Date |
| | | | | |
| /s/ JOHN BARBOUR | | Chief Executive Officer and Director (Principal Executive Officer) | | August 6, 2012 |
| John Barbour | | |
| | | | | |
| /s/ RAYMOND L. ARTHUR | | Chief Financial Officer (Principal Financial Officer) | | August 6, 2012 |
| Raymond L. Arthur | | |
| | | | | |
| /s/ SARAH A. MASON | | Corporate Controller (Principal Accounting Officer) | | August 6, 2012 |
| Sarah A. Mason | | |
| | | | | |
| /s/ WILLIAM B. CHIASSON | | Chairman | | August 6, 2012 |
| William B. Chiasson | | |
| | | | | |
| /s/ THOMAS J. KALINSKE | | Vice Chairman and Director | | August 6, 2012 |
| Thomas J. Kalinske | | |
| | | | | |
| /s/ PAUL T. MARINELLI | | Director | | August 6, 2012 |
| Paul T. Marinelli | | |
| | | | | |
| /s/ STANLEY E. MARON | | Director | | August 6, 2012 |
| Stanley E. Maron | | |
| | | | | |
| /s/ E. STANTON MCKEE, JR. | | Director | | August 6, 2012 |
| E. Stanton McKee, Jr. | | |
| | | | | |
| /s/ THEODORE MITCHELL | | Director | | August 6, 2012 |
| Theodore Mitchell | | |
| | | | | |
| /s/ RANDY O. RISSMAN | | Director | | August 6, 2012 |
| Randy O. Rissman | | |
| | | | | |
| /s/ CADEN C. WANG | | Director | | August 6, 2012 |
| Caden. C. Wang | | |
