Form 8-K










Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 15, 2012


(Exact name of registrant as specified in its charter)







(State or other jurisdiction of


File Number)
  (I.R.S. Employer
Identification No.)

5887 Copley Drive San Diego, California 92111

(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):


¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 15, 2012, the Board of Directors (the “Board”) of Leap Wireless International, Inc. (the “Company”) appointed William D. Ingram as executive vice president, strategy. In addition, the Board also appointed Mr. Ingram as acting chief financial officer, effective March 1, 2012.

Mr. Ingram, 54, has served as the Company’s senior vice president, strategy since April 2008, having previously served as senior vice president, financial operations and strategy from February 2008 to April 2008 and as a consultant to the Company beginning August 2007. Prior to joining the Company, Mr. Ingram served as vice president and general manager of AudioCodes, Inc., a telecommunications equipment company from July 2006 to March 2007. Prior to that, Mr. Ingram served as the president and chief executive officer of Nuera Communications, Inc., a provider of VoIP infrastructure solutions, from September 1996 until it was acquired by AudioCodes, Inc. in July 2006. Prior to joining Nuera Communications in 1996, Mr. Ingram served as the chief operating officer of the clarity products division of Pacific Communication Sciences, Inc., a provider of wireless data communications products, as president of Ivie Industries, Inc., a computer security and hardware manufacturer, and as president of KevTon, Inc., an electronics manufacturing company. Mr. Ingram holds an A.B. in economics from Stanford University and an M.B.A. from Harvard Business School.

In connection with his appointment, Mr. Ingram will receive a base salary of $350,000 per annum ($450,000 per annum during the period he is serving as acting chief financial officer) and an opportunity to earn an annual performance bonus based on Company and individual performance targeted at 80% of his annual base salary. Since January 1, 2011, neither the Company nor any of its subsidiaries has entered into any transactions with Mr. Ingram of the sort described under Item 404(a) of Regulation S-K, except for the payment of compensation to him in accordance with his employment.


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.


Date: February 22, 2012     By:   /s/ Robert J. Irving, Jr.
      Robert J. Irving, Jr.
      Senior Vice President, General Counsel & Secretary