SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): June 11, 2007
LEAP WIRELESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-29752
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33-0811062 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
10307 Pacific Center Court
San Diego, California 92121
(Address of Principal Executive Offices)
(858) 882-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
System Equipment Purchase Agreement with Nortel Networks, Inc.
On June 11, 2007, Cricket Communications, Inc. (“Cricket,” a wholly owned subsidiary of Leap
Wireless International, Inc. (“Leap”)), Alaska Native Broadband 1 License LLC (“ANB”) and Nortel
Networks Inc. (“Nortel”) entered into a System Equipment Purchase Agreement (the “Nortel
Agreement”). Pursuant to the Nortel Agreement, Cricket agreed to purchase and/or license wireless
communications systems, products and services designed to be Advanced Wireless Spectrum (“AWS”)
functional at a current estimated cost to Cricket of approximately $113 million, which commitments
are subject, in part, to the necessary clearance of spectrum in the markets to be built. The
initial three-year term of the Nortel Agreement begins on June 11, 2007 and is subject to a
one-year extension if Cricket is unable to complete build-outs of new markets due to certain
spectrum clearing delays. Nortel, among other things, agreed to provide Cricket with certain
pricing discounts, credits and incentives and to make certain technical training available to
Cricket personnel.
Cricket and Nortel also agreed that the existing Amended and Restated System Equipment
Purchase Agreement, dated as of December 20, 2002, as amended (the “Prior Nortel Agreement”), would
be terminated and replaced by the Nortel Agreement, except with respect to certain continuing
obligations relating to confidentiality, indemnification and other matters set forth in the Prior
Nortel Agreement.
System Equipment Purchase Agreement with Lucent Technologies, Inc.
On June 14, 2007, Cricket, ANB and Lucent Technologies, Inc. (“Lucent”) entered into a System
Equipment Purchase Agreement (the “Lucent Agreement”) with a term of five years. Pursuant to the
Lucent Agreement, Cricket agreed to purchase and/or license approximately $126 million of wireless
communications systems, products and services designed to be AWS functional for the build-out of
new markets and upgrades of existing markets, which commitments are subject, in part, to the
necessary clearance of spectrum in the markets to be built. Cricket is required to satisfy the
foregoing commitments within the first three-years of the term, subject to an extension of up to
two years to satisfy approximately $96 million of the foregoing commitments if Cricket is unable to
complete build-outs of new markets due to certain spectrum clearing delays. Lucent, among other
things, agreed to provide Cricket with certain pricing discounts, credits and incentives and to
make certain technical training available to Cricket personnel.
Cricket and Lucent also agreed that the existing Amended and Restated System Equipment
Purchase Agreement, dated as of June 30, 2000, as amended (the “Prior Lucent Agreement”), would be
terminated and replaced by the Lucent Agreement, except with respect to certain continuing
obligations relating to confidentiality, indemnification and other matters set forth in the Prior
Lucent Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
The description set forth above in Item 1.01 with respect to the terminations of the Prior
Nortel Agreement and the Prior Lucent Agreement are incorporated in this Item 1.02 by reference.