EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of LeapFrog Enterprises, Inc. (the “Company”):
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File No. 333-183102, pertaining to the registration of 1,191,753 shares of Class A Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”), issuable under the LeapFrog Enterprises, Inc. Amended and Restated 2011 Equity and Incentive Plan;
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File No. 333-175275, pertaining to the registration of 16,559,975 shares of Common Stock authorized to be issued under the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan;
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File No. 333-145125, pertaining to the registration of 3,000,000 shares of Common Stock to be issued pursuant to the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan;
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File No. 333-136328, pertaining to the registration of 2,000,000 shares of Common Stock to be issued pursuant to the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan, 500,000 shares of Common Stock to be issued pursuant to the LeapFrog Enterprises, Inc. 2002 Non-Employee Directors’ Stock Award Plan and 650,000 shares of Common Stock granted to Jeffrey G. Katz as an inducement to employment pursuant to a Stock Option Agreement between Mr. Katz and the Registrant;
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File No. 333-117798, pertaining to the registration of 2,500,000 shares of Common Stock to be issued pursuant to the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan; and
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File No. 333-97061, pertaining to the registration of 10,526,706 shares of Common Stock issuable pursuant to outstanding options under the 2002 Equity Incentive Plan, 4,131,277 shares of Common Stock reserved for future grant under the 2002 Equity Incentive Plan, 150,000 shares of Common Stock issuable pursuant to outstanding options under the 2002 Non-Employee Directors’ Stock Option Plan, 600,000 shares of Common Stock reserved for future grant under the 2002 Non-Employee Directors’ Stock Option Plan and 2,000,000 shares of Common Stock reserved for future grant under the 2002 Employee Stock Purchase Plan.
On April 4, 2016, pursuant to the Agreement and Plan of Merger, dated as of February 5, 2016, by and among LeapFrog Enterprises, Inc., a Delaware corporation, VTech Holdings Limited, an exempted company incorporated in Bermuda with limited liability and Bonita Merger Sub, L.L.C., a Delaware limited liability company (“Acquisition Sub”), Acquisition Sub merged with and into the Company (the “Merger”).
As a result of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offerings, the Company hereby files this Post-Effective Amendment No. 1 to remove from registration all of the securities described above that were registered but unsold under the Registration Statements as of the date hereof, if any.
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