UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Amendment No.1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-31396
LeapFrog Enterprises, Inc.
(Exact Name of Registrant, As Specified in its Charter)
| Delaware | 95-4652013 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
6401 Hollis Street, Emeryville, California 94608-1089
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, Including Area Code: (510) 420-5000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer ¨ Accelerated Filer x Non-accelerated Filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of Class A common stock, par value $0.0001, and Class B common stock, par value $0.0001, outstanding as of April 30, 2007 was 35,683,699 and 27,614,176, respectively.
Explanatory Note
This Amendment No. 1 on Form 10-Q/A is an amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 (the “Report”) filed with the Securities and Exchange Commission on May 4, 2007. This Form 10-Q/A is being filed for the sole purpose of correcting the error on the cover page in the number of shares outstanding of the Registrant’s Class A common stock as of April 30, 2007 which should be 35,683,699 instead of 63,297,875. In addition, the Registrant is also including Exhibits 31.1 and 31.2, as required by the filing of this Form 10-Q/A. This Form 10-Q/A does not alter any other part of the content of the Report and does not affect the information originally set forth in the Report, the remaining portions of which have not been amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LeapFrog Enterprises, Inc. |
| (Registrant) |
/s/ Jeffrey G. Katz |
Jeffrey G. Katz President and Chief Executive Officer (Principal Executive Officer) |
| Dated: May 18, 2007 |
/s/ William B. Chiasson |
William B. Chiasson Chief Financial Officer (Principal Financial Officer) |
| Dated: May 18, 2007 |
Exhibit Index
Exhibit Number | Description of Document | |
31.1 | Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | |
31.2 | Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | |
