0001104659-06-009464.txt : 20060214 0001104659-06-009464.hdr.sgml : 20060214 20060214153216 ACCESSION NUMBER: 0001104659-06-009464 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: CEPHALOPOD CORPORATION GROUP MEMBERS: LAWRENCE INVESTMENTS, LLC GROUP MEMBERS: LAWRENCE J. ELLISON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEAPFROG ENTERPRISES INC CENTRAL INDEX KEY: 0001138951 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 954700094 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78827 FILM NUMBER: 06614173 BUSINESS ADDRESS: STREET 1: 6401 HOLLIS ST STREET 2: STE 150 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5104205000 MAIL ADDRESS: STREET 1: 6401 HOLLIS STREET STREET 2: SUITE 150 CITY: EMERYVILLE STATE: CA ZIP: 94608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOLLUSK HOLDINGS LLC CENTRAL INDEX KEY: 0001263308 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 101 YGNACIO VALLEY ROAD STREET 2: SUITE 310 CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: 9259779060X180 MAIL ADDRESS: STREET 1: 101 YGNACIO VALLEY ROAD STREET 2: SUITE 310 CITY: WALNUT CREEK STATE: CA ZIP: 94596 SC 13G 1 a06-5067_1sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Leapfrog Enterprises, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

52186N106

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 52186N106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mollusk Holdings, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 16,585,345 (1)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 16,585,345 (1)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,585,345 (1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 32.3% (2)

	12.	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

(1) Represents shares of Class A Common Stock issuable upon conversion of 16,585,345 outstanding shares of Class B Common Stock held by the reporting persons as of December 31, 2005.

(2) Based on 16,585,345 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by the reporting persons plus 34,769,978 shares of the issuer’s Class A Common Stock outstanding as of October 31, 2005, as reported on the issuer’s Quarterly Report on Form 10-Q filed on November 9, 2005.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Cephalopod Corporation

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 16,585,345 (1)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 16,585,345 (1)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,585,345 (1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 32.3% (2)

	12.	Type of Reporting Person (See Instructions) CO

(1) Represents shares of Class A Common Stock issuable upon conversion of 16,585,345 outstanding shares of Class B Common Stock held by the reporting persons as of December 31, 2005.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lawrence Investments, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 16,585,345 (1)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 16,585,345 (1)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,585,345 (1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 32.3% (2)

	12.	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

(1) Represents shares of Class A Common Stock issuable upon conversion of 16,585,345 outstanding shares of Class B Common Stock held by the reporting persons as of December 31, 2005.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lawrence J. Ellison

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 16,585,345 (1)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 16,585,345 (1)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,585,345 (1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 32.3% (2)

	12.	Type of Reporting Person (See Instructions) IN

(1) Represents shares of Class A Common Stock issuable upon conversion of 16,585,345 outstanding shares of Class B Common Stock held by the reporting persons as of December 31, 2005.

Introductory Note: This statement on Schedule 13G is filed jointly by the undersigned Reporting Persons (as defined in Item 2(a) below), and entirely supersedes, amends and restates as to each of such Reporting Persons the previous statement on Schedule 13G, originally filed on February 14, 2003, and amended by Amendment 1 thereto filed on February 17, 2004 (the “Original 13G”) that had been jointly filed by the Reporting Persons and certain other parties as listed and described therein. To the extent the Original 13G indicated or affirmed the existence of a “group,” the Reporting Persons hereby disclaim their membership in any such group, other than in a group consisting of the Reporting Persons as joint filers.

Item 1.
	(a)	Name of Issuer Leapfrog Enterprises, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 6401 Hollis Street, Suite 150 Emeryville, California 94608-1071

Item 2.
	(a)	Name of Person Filing
This statement is being filed jointly by: (1) Mollusk Holdings, LLC, a California limited liability company (“Mollusk”); (2) Cephalopod Corporation, a California corporation (“Cephalopod”); (3) Lawrence Investments, LLC, a California limited liability company (“Lawrence Investments”); and (4) Lawrence J. Ellison, a natural person whose principal occupation is Chief Executive Officer of Oracle Corporation. Mollusk, Cephalopod, Lawrence Investments and Lawrence J. Ellison will be collectively identified hereinafter as the “Reporting Persons.” This Schedule 13G relates solely to, and is being filed for, the investment by Mollusk, Cephalopod, Lawrence Investments, and Lawrence J. Ellison and does not relate to any investment by Oracle Corporation or by Lawrence J. Ellison in his capacity as Chief Executive Officer of Oracle Corporation. This Statement is based upon the direct and indirect beneficial ownership of shares of the Issuer by Lawrence J. Ellison, Mollusk, Cephalopod, and Lawrence Investments.
	(b)	Address of Principal Business Office or, if none, Residence
The address of Lawrence J. Ellison is 500 Oracle Parkway, Redwood Shores, CA 94065. The address and principal place of business of Mollusk, Cephalopod, and Lawrence Investments is 101 Ygnacio Valley Road, Suite 320, Walnut Creek, CA 94596.
	(c)	Citizenship Lawrence J. Ellison is a citizen of the United States of America. Each of the other Reporting Persons is an entity organized under the laws of California.
	(d)	Title of Class of Securities Class A Common Stock, par value $0.0001 per share.
	(e)	CUSIP Number 52186N106

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Not applicable.

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 16,585,345 (1)(2)
	(b)	Percent of class: Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 32.3%(3)
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote Mollusk, Cephalopod, Lawrence Investments Lawrence J. Ellison: 16,585,345 (1)(2)
		(ii)	Shared power to vote or to direct the vote n/a
		(iii)	Sole power to dispose or to direct the disposition of Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 16,585,345 (1)(2)
		(iv)	Shared power to dispose or to direct the disposition of n/a

	(1)	Represents shares of Class A Common Stock issuable upon conversion of outstanding shares of Class B Common Stock held by the Reporting Persons. At December 31, 2005, there were 16,585,345 outstanding shares of the Issuer’s Class B Common Stock held directly by Mollusk.
	(2)	Cephalopod and Lawrence Investments together control Mollusk, and may be deemed to have voting and investment power over the shares of the Issuer held directly by Mollusk. Lawrence J. Ellison controls both Cephalopod and Lawrence Investments, and may be deemed to have voting and investment power over the shares of the Issuer held directly or indirectly by those entities.
	(3)	Calculations are based on 16,585,345 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by the Reporting Persons plus 34,769,978 shares of the issuer’s Class A Common Stock outstanding as of October 31, 2005, as reported on the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2005.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.

Item 8.	Identification and Classification of Members of the Group
See Exhibit 99.1.

Item 9.	Notice of Dissolution of Group
Reference is made to the previous statement on Schedule 13G, originally filed on February 14, 2003, and amended by Amendment 1 thereto filed on February 17, 2004 (the “Original 13G”). The Original 13G was jointly filed by the Reporting Persons and certain other parties as listed and described in the Original 13G. To the extent the Original 13G indicated or affirmed the existence of a group consisting of the persons jointly filing the Original 13G, that group dissolved on September 7, 2005. The Reporting Persons hereby disclaim their membership in any such group, other than in a group consisting of the Reporting Persons as joint filers. All further filings with respect to transactions in the security reported on in this statement will be filed, if required, by the Reporting Persons as a separate group.

Item 10.	Certification
Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2006

	Lawrence Investments, LLC

	/s/ Philip B. Simon
	Name: Philip B. Simon
	Its: Member


	Mollusk Holdings, LLC

	By:	Cephalopod Corporation, Member

	/s/ Philip B. Simon
	Name: Philip B. Simon
	Its: President


	Lawrence J. Ellison

	By:	/s/ Philip B. Simon
	by Philip B. Simon, his attorney in fact


	Cephalopod Corporation

	/s/ Philip B. Simon
	Name: Philip B. Simon
	Its: President

EXHIBITS

99.1		Joint Filing Agreement
99.2		Limited Power of Attorney of Lawrence J. Ellison for Filings with the Securities and Exchange Commission

EX-99.1 2 a06-5067_1ex99d1.htm EXHIBIT 99

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2006

	Lawrence Investments, LLC


	/s/ Philip B. Simon
	Name: Philip B. Simon
	Its: Member


	Mollusk Holdings, LLC
	By: Cephalopod Corporation, Member

	/s/ Philip B. Simon
	Name: Philip B. Simon
	Its: President


	Lawrence J. Ellison

	By:	/s/ Philip B. Simon
	by Philip B. Simon, his attorney in fact


	Cephalopod Corporation

	/s/ Philip B. Simon
	Name: Philip B. Simon
	Its: President

EX-99.2 3 a06-5067_1ex99d2.htm EXHIBIT 99

EXHIBIT 99.2

LIMITED POWER OF ATTORNEY
FOR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION

Know All Persons by these Presents, that the undersigned hereby makes, constitutes and appoints Philip B. Simon as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and resubstitution, with the power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to prepare, execute, deliver and file with the United States Securities and Exchange Commission, any national securities exchange or other stock market regulator or authority, and the Companies (as defined below) any and all schedules or reports (including any amendment thereto) of the undersigned required or considered advisable under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, with respect to the equity securities of the Companies, including Schedule 13D, Schedule 13G, Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership).

For purposes of this Limited Power of Attorney, the “Companies” mean any and all issuers of any class of any equity security which is registered pursuant to Section 12 of the Exchange Act, and in which the undersigned has, directly or indirectly, any beneficial ownership interest, as defined for purposes of Sections 13 and 16 of the Exchange Act and the rules and regulations thereunder. The Companies include, without limitation: C-COR, Inc.; Leapfrog Enterprises Inc.; NetSuite, Inc.; Nobel Learning Communities, Inc.; and Supergen, Inc.

The undersigned acknowledges that any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney.

This Limited Power of Attorney is made and granted in addition to any and all other or further powers of attorney that have been or are made or granted by the undersigned, whether in favor of the Attorney-in-Fact or any other person or persons. This Limited Power of Attorney does not in any way alter, limit, restrict or supersede any such other or further powers of attorney, each of which shall remain in full force and effect in accordance with its respective terms. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

This Limited Power of Attorney shall be governed and construed in accordance the laws of the State of California without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of February 9, 2005.

Signature:		/s/ Lawrence J. Ellison
		Lawrence J. Ellison