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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended December 31, 2010
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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) (Zip code)
510-420-5000
(Registrant’s telephone number, including area code)
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 No È
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No È
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 ÈNo
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 No
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,” and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer Accelerated filer ÈNon-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No È
The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2010 calculated using the closing market
price as of that day, was approximately $103.6 million. Shares of common stock held by each current executive officer and director 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. Share ownership information of certain persons known
by the registrant to own greater than 5% of the outstanding voting power of the registrant’s common stock for purposes of the preceding
calculation is based solely on information on Schedule 13G filed with the Commission and is as of June 30, 2010. 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 17, 2011, was 46,022,928 and 18,748,737
respectively.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has incorporated by reference in Part III of this report on Form 10-K portions of its definitive Proxy Statement for the 2010 Annual
Meeting of Stockholders, to be filed with the Commission.