LeapFrog 2012 Annual Report Download - page 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
嘺ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
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 or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
6401 Hollis Street, Suite 100, Emeryville, California 94608-1463
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 510-420-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Class A common stock, par value $0.0001 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes 䡺No 嘺
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes 䡺No 嘺
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 嘺No 䡺
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes 嘺No 䡺
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange
Act. Large accelerated filer □Accelerated filer 嘺Non-accelerated filer □
(Do not check if a smaller reporting company)
Smaller reporting company □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes 䡺No 嘺
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2012, calculated using the closing
sale price as of that day, was approximately $453.4 million. Shares of common stock held by each executive officer and director of the
registrant and by each person who is known by the registrant to own 5% or more of the outstanding voting power of the registrant’s common
stock have been excluded from this computation in that such persons may be deemed to be affiliates of the registrant. This determination of
affiliate status is not a conclusive determination for other purposes.
The number of shares of Class A common stock and Class B common stock, outstanding as of February 15, 2013, was 62,014,269 and
5,714,915, respectively. DOCUMENTS INCORPORATED BY REFERENCE
The registrant has incorporated by reference in Part III of this Annual Report on Form 10-K portions of its definitive proxy statement for
the 2013 annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal
year ended December 31, 2012.