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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 19, 1999
LEAP WIRELESS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
0-29752 33-0811062
(Commission file number) (I.R.S. Employer
Identification No.)
10307 PACIFIC CENTER COURT, SAN DIEGO, CA 92121
(Address of Principal Executive Offices) (Zip Code)
(619) 882-6000
(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OF ASSETS
On April 19, 1999, a wholly-owned subsidiary of Leap Wireless International,
Inc. (the "Company") acquired all of the shares of Chilesat Telefonia Personal,
S.A. ("Chilesat PCS") that it did not already own from Telex-Chile S.A. and its
operating affiliate, Chilesat S.A. (collectively "Telex-Chile"). Chilesat PCS, a
Chilean corporation that holds a license to offer wireless telephone services,
has deployed and is operating a nationwide wireless telephone system in Chile.
Prior to the acquisition, the Company's wholly-owned subsidiary, Inversiones
Leap Wireless Chile S.A. ("Leap Chile") owned 50% of the shares of Chilesat PCS.
The remaining 50% of the shares of Chilesat PCS were owned by Telex-Chile.
Leap Chile acquired the shares from Telex-Chile for (1) a cash payment of $28
million, and (2) the issuance of a $22 million, non-interest bearing note
payable to Telex-Chile on April 19, 2002.
The terms of the purchase, including the purchase price, were established
through arms-length negotiations between the Company, Telex-Chile S.A. and
Chilesat S.A. The Company obtained $28 million for the cash payment to
Telex-Chile through a loan under the Company's $265 million revolving credit
agreement with QUALCOMM Incorporated.
The Company intends that Chilesat PCS continue to operate its wireless telephone
system in Chile and work to expand its network capacity and increase its
business.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements of Business Acquired:
The following financial statements and report of independent accountants
are incorporated by reference to pages F-21 through F-41 of registrant's
Form 10-K/A (Amendment No. 1), filed March 31, 1999.
CHILESAT TELEFONIA PERSONAL S.A. (COMPANY IN THE DEVELOPMENT STAGE)
Financial Statements:
Report of Independent Accountants
Balance Sheets at December 31, 1998 and 1997
Statement of Income and Comprehensive Income for the year ended
December 31, 1998 and for the period from inception (March
3, 1997) to December 31, 1998 and 1997
Statement of Cash Flows for the year ended December 31, 1998 and for
the period from Inception (March 3, 1997) to December 31, 1998
and 1997
Statement of Shareholders' Equity for the period from inception
(March 3, 1997) to December 31, 1998
Notes to the Financial Statements
(b) Pro Forma Financial Information
Unaudited Pro Forma Financial Information will be filed by amendment no
later than 60 days after the date of this report.
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(c) Exhibits:
EXHIBIT
NO. DESCRIPTION
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10.21.1 Stock Purchase Agreement, dated April 12, 1999, by and amount
Inversiones Leap Wireless Chile S.A., Telex-Chile S.A., and
Chilesat S.A.
10.21.2 Novation and Assumption of Payment Obligation Agreement, dated
April 19, 1999, executed by Chilesat Telefonia Personal S.A.
23.1 Consent of Independent Accountants
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 4th day of May,
1999.
Leap Wireless International, Inc.
By: /s/ JAMES E. HOFFMANN
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James E. Hoffmann
Senior Vice President and General Counsel
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