LF Leapfrog Enterprises

UNITED STATES
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

 

March 2, 2016
Date of Report (date of earliest event reported)

 

 

LEAPFROG ENTERPRISES, INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)	1-31396 (Commission File Number)	95-4652013 (IRS Employer Identification No.)

 

6401 Hollis Street, Suite 100
Emeryville, California 94608-1463
(Address of principal executive offices) (Zip Code)

 

(510) 420-5000

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):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01.

Other Events.

 

On March 2, 2016, the Company provided the New York Stock Exchange with notification of an intention to take steps to cure a previously noticed deficiency in the trading price of the Company’s common stock.  The letter providing this notification is attached hereto as Exhibit 8.01. 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

The following exhibit is filed herewith:

 

Exhibit Number		Description
8.01		Letter to the New York Stock Exchange dated March 2, 2016

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	LeapFrog Enterprises, Inc.
Date:  March 3, 2016	By:	/s/ Raymond L. Arthur
		Raymond L. Arthur
		Chief Financial Officer

 

  

 

 

 

 

 

 

 

Exhibit 8.01

 

VIA OVERNIGHT DELIVERY AND EMAIL

 

March 2, 2016

 

NYSE Regulation, Inc.

11 Wall Street

New York, NY 10005

Attention: Ms. Tanya Hoos

 

Re:

LeapFrog Enterprises, Inc. (NYSE Symbol: LF)

 

Dear Ms. Hoos:

 

On September 4, 2015, LeapFrog Enterprises, Inc. (“LeapFrog”) received your letter (the “Below Criteria Letter”), notifying LeapFrog that it is below criteria for applicable continued listing standards of the New York Stock Exchange (“NYSE”) due to the average closing price of its security over a consecutive 30-trading-day-period falling below $1.00. On September 14, 2015, LeapFrog confirmed receipt of the Below Criteria Letter.

 

LeapFrog hereby notifies the NYSE that it has entered into an Agreement and Plan of Merger (“Merger Agreement”) with VTech Holdings Limited, an exempted company incorporated in Bermuda with limited liability (“VTech”), and Bonita Merger Sub, L.L.C., a Delaware limited liability company and wholly owned subsidiary of VTech (“Acquisition Sub”). Pursuant to the Merger Agreement, LeapFrog will be merged with and into Acquisition Sub (the “Merger”) and become a wholly owned subsidiary of VTech, at which time we intend to initiate delisting procedures with the NYSE. The Merger is expected to close on or about April 4, 2016.

 

If the Merger fails to close and LeapFrog continues as an independent company, then it intends to seek the approval of its stockholders for a reverse split of LeapFrog’s common stock (“Reverse Split”) at its 2016 annual meeting, to be held in August 2016. The Reverse Split would be in an amount sufficient to bring the per share price of LeapFrog’s common stock into compliance with Section 802.01C of the NYSE Listed Company Manual.

 

We would appreciate you acknowledging the NYSE’s receipt of this letter by file-stamping the enclosed copy of this letter and returning it to me in the postage-paid envelope provided.

 

If you have any questions or concerns about these materials, please do not hesitate to call me at (510) 596-5495 or e-mail me at rarthur@leapfrog.com.

 

Best regards,

 

/s/ Raymond Arthur

Chief Financial Officer

 

cc:

John Barbour, Chief Executive Officer

Robert Lattuga, Senior Vice President and General Counsel