<PAGE>   1

       As filed with the Securities and Exchange Commission on May 7, 2001
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        LEAP WIRELESS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                     DELAWARE                                 33-0811062
           (State or other jurisdiction                   (I.R.S. Employer
         of incorporation or organization)               Identification No.)

                           10307 PACIFIC CENTER COURT
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 882-6000
                    (Address of principal executive offices,
                    including zip code, and telephone number)

     LEAP WIRELESS INTERNATIONAL, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)
                         ______________________________

<TABLE>
<CAPTION>
<S>                                                         <C>
                  HARVEY P. WHITE                                       Copies to:
              CHIEF EXECUTIVE OFFICER                            BARRY M. CLARKSON, ESQ.
         LEAP WIRELESS INTERNATIONAL, INC.                           LATHAM & WATKINS
             10307 PACIFIC CENTER COURT                     12636 HIGH BLUFF DRIVE, SUITE 300
            SAN DIEGO, CALIFORNIA 92121                        SAN DIEGO, CALIFORNIA 92130
                   (858) 882-6000                                     (858) 523-5400
(Name, address, including zip code, and telephone number,
      including area code, of agent for service)
</TABLE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                          Amount         Proposed Maximum    Proposed Maximum      Amount of
         Title of Securities               to be          Offering Price    Aggregate Offering   Registration
          to be Registered               Registered(1)      Per Share(2)          Price               Fee
-------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>                <C>                  <C>
Common Stock, $.0001 par value(3).....     2,500,000       $28.69-$34.25       $82,805,702          $20,702
=============================================================================================================
</TABLE>

(1)  A maximum of 2,500,000 shares of Common Stock were reserved for issuance
     under the Leap Wireless International, Inc. 2001 Non-Qualified Stock Option
     Plan (the "2001 Plan"). Of the 2,500,000 shares of Common Stock reserved
     for issuance under the 2001 Plan, no shares have been issued upon exercise
     of options. Accordingly, all of such shares are being registered hereunder.
     Pursuant to Rule 416(a), this Registration Statement shall also cover any
     additional shares of the Registrant's Common Stock that become issuable
     under the agreements by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without receipt of
     consideration that increases the number of the Registrant's outstanding
     shares of Common Stock.

(2)  This estimate is made pursuant to Rule 457(h) solely for purposes of
     calculating the registration fee, and is determined according to the
     following offering price information: Of the 2,500,000 shares of Common
     Stock being registered hereunder, (i) 507,068 shares of Common Stock are
     subject to outstanding options with an exercise price of $28.69 per share,
     and (ii) 1,992,932 shares of Common Stock are reserved for issuance upon
     exercise of options to be granted in the future. Pursuant to Rule 457(h),
     for all shares of Common Stock being registered hereunder with an exercise
     price which cannot be presently determined (1,992,932 shares of Common
     Stock), the Proposed Maximum Offering Price Per Share is $34.25 per share
     of Common Stock, which is based on the average of the high and low prices
     for the Common Stock as reported on The Nasdaq National Market on May 3,
     2001.

(3)  Each share of Common Stock includes a right to purchase one one-thousandth
     of a share of Series A Junior Participating preferred stock, par value
     $.0001 per share.


<PAGE>   2


                                     PART I

ITEM 1. PLAN INFORMATION.

        Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Not required to be filed with this Registration Statement.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this Registration Statement, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents we have filed, or may file,
with the SEC:

        -      Our Annual Report on Form 10-K for the fiscal year ended December
               31, 2000 filed with the SEC on March 2, 2001;

        -      Amendment No. 2 to our Annual Report on Form 10-K for the fiscal
               year ended August 31, 1999 filed on Form 10-K/A with the SEC on
               June 28, 2000;

        -      Our Current Report on Form 8-K dated January 11, 2001 filed with
               the SEC on January 19, 2001 and Amendment No. 1 thereto filed on
               Form 8-K/A with the SEC on January 25, 2001;

        -      Our Current Report on Form 8-K dated January 23, 2001 filed with
               the SEC on January 31, 2001;

        -      Our Current Report on Form 8-K dated February 14, 2001 filed with
               the SEC on February 14, 2001;

        -      Our Current Report on Form 8-K dated March 16, 2001 filed with
               the SEC on March 16, 2001;

        -      Our Current Report on Form 8-K dated April 9, 2001 filed with the
               SEC on April 9, 2001;

        -      Our Current Report on Form 8-K dated April 19, 2001 filed with
               the SEC on April 20, 2001;

        -      Our Current Report on Form 8-K dated May 2, 2001 filed with the
               SEC on May 3, 2001;

        -      The description of our common stock and associated preferred
               stock purchase rights contained in our Registration Statement on
               Form 10 filed with the SEC on July 1, 1998, as amended; and

        -      All documents filed by us with the SEC under Sections 13(a),
               13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
               the date this Registration Statement is filed with the


                                       1
<PAGE>   3

               SEC and prior to the filing of a post-effective amendment which
               indicates that all securities offered have been sold or which
               deregisters all securities then remaining unsold shall be deemed
               to be incorporated by reference in this Registration Statement
               and to be a part of it from the respective dates of filing of
               those documents.

        A statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is also incorporated herein modifies or
replaces such statement. Any statements so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Officers and directors of Leap are covered by the provisions of the
Delaware General Corporation Law ("DGCL"), the charter, the bylaws, individual
indemnification agreements with Leap and insurance policies which serve to
limit, and, in some instances, to indemnify them against, certain liabilities
which they may incur in such capacities. These various provisions are described
below.

        Elimination of Liability in Certain Circumstances. In June 1986,
Delaware enacted legislation which authorizes corporations to limit or eliminate
the personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. This duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all significant information
reasonably available to them. Absent the limitations now authorized by such
legislation, directors are accountable to corporations and their stockholders
for monetary damages for conduct constituting negligence or gross negligence in
the exercise of their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The charter limits the
liability of directors to Leap or its stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by such legislation. Specifically, the directors of Leap will not be personally
liable for monetary damages for breach of a director's fiduciary duty as
director, except for liability:

        -      for any breach of the director's duty of loyalty to Leap or its
               stockholders;

        -      for acts or omissions not in good faith or which involve
               intentional misconduct or a knowing violation of law;

        -      for unlawful payments of dividends or unlawful share repurchases
               or redemptions as provided in Section 174 of the DGCL; or

        -      for any transaction from which the director derived an improper
               personal benefit.

                                       2
<PAGE>   4

        Indemnification and Insurance. As a Delaware corporation, Leap has the
power, under specified circumstances generally requiring the directors or
officers to have acted in good faith and in a manner they reasonably believe to
be in or not opposed to Leap's best interests, to indemnify its directors and
officers in connection with actions, suits or proceedings brought against them
by a third party or in the name of Leap, by reason of the fact that they were or
are such directors or officers, against expenses, judgments, fines and amounts
paid in settlement in connection with any such action, suit or proceeding. The
bylaws generally provide for mandatory indemnification of Leap's directors and
officers to the full extent provided by Delaware corporate law. In addition,
Leap has entered into indemnification agreements with its directors and officers
which generally provide for indemnification of the officers and directors to the
fullest extent permitted under Delaware law, including under circumstances for
which indemnification would otherwise be discretionary under Delaware law.

        Leap has purchased and intends to maintain insurance on behalf of any
person who is or was a director or officer of Leap, or is or was a director or
officer of Leap serving at the request of Leap as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not Leap would have the power or obligation to
indemnify him or her against such liability under the provisions of its charter
or bylaws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
        Exhibit
        Number                      Description of Exhibit
        -------                     ----------------------
<S>                 <C>
        4.1(1)      Form of Common Stock Certificate.

        4.2(2)      Rights Agreement, dated as of September 14, 1998, between
                    the Registrant and Harris Trust Company of California.

        4.2.1(3)    First Amendment to Rights Agreement, dated as of February 8,
                    2000, between the Registrant and Harris Trust Company of
                    California.

        4.2.2(3)    Second Amendment to Rights Agreement, dated as of March 30,
                    2000, between the Registrant and Harris Trust Company of
                    California.

        5.1*        Opinion of Latham & Watkins.

        23.1*       Consent of PricewaterhouseCoopers LLP, independent
                    accountants.

        23.2*       Consent of PricewaterhouseCoopers, independent accountants.

        23.3*       Consent of Latham & Watkins. Reference is made to Exhibit
                    5.1.

        24.1*       Power of Attorney (included in signature page).
</TABLE>

----------

*    Filed herewith.

(1)  Filed as an exhibit to the Registrant's Registration Statement on Form 10,
     as amended (File No. 0-29752), and incorporated herein by reference.

                                       3
<PAGE>   5

(2)  Filed as an exhibit to the Registrant's Current Report on Form 8-K dated
     September 14, 1998, and incorporated herein by reference.

(3)  Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarter ended May 31, 2000, as filed with the SEC on July 17, 2000, and
     incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

                   (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933, as amended (the "Securities Act");

                   (ii) To reflect in the prospectus any facts or events arising
            after the effective date of this Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective Registration Statement;

                   (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration

                                       4
<PAGE>   6

Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       5
<PAGE>   7


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, County of San Diego, State of
California, on this 4th day of May, 2001.

                                       By:      /s/ THOMAS D. WILLARDSON
                                           -------------------------------------
                                           Thomas D. Willardson
                                           Senior Vice President, Finance and
                                           Treasurer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harvey P. White and James E. Hoffmann and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments, exhibits thereto and other documents in connection
therewith) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, which relates to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                     TITLE                          DATE
               ---------                                     -----                          ----
<S>                                               <C>                                    <C>
     /s/ HARVEY P. WHITE                          Chief Executive Officer and            May 4, 2001
----------------------------------------                   Director
         Harvey P. White                           (Chief Executive Officer)


     /s/ SUSAN G. SWENSON                         President, Chief Operating             May 4, 2001
----------------------------------------            Officer and Director
         Susan G. Swenson


     /s/ THOMAS D. WILLARDSON                       Senior Vice President,               May 4, 2001
----------------------------------------            Finance and Treasurer
         Thomas D. Willardson                     (Chief Financial Officer)


     /s/ STEPHEN P. DHANENS                       Vice President and Controller          May 4, 2001
----------------------------------------          (Chief Accounting Officer)
         Stephen P. Dhanens


                                                            Director                     May  , 2001
----------------------------------------
         Jill E. Barad


     /s/ THOMAS J. BERNARD                        Vice Chairman and Director             May 4, 2001
----------------------------------------
         Thomas J. Bernard


                                                            Director                     May  , 2001
----------------------------------------
     Alejandro Burillo Azcarraga
</TABLE>

<PAGE>   8


<TABLE>
<S>                                               <C>                                    <C>
     /s/ ANTHONY R. CHASE                                   Director                     May 4, 2001
----------------------------------------
         Anthony R. Chase

                                                            Director                     May  , 2001
----------------------------------------
         Robert C. Dynes

     /s/ SCOT B. JARVIS                                     Director                     May 4, 2001
----------------------------------------
         Scot B. Jarvis

     /s/ MICHAEL B. TARGOFF                                 Director                     May 4, 2001
----------------------------------------
         Michael B. Targoff

                                                            Director                     May  , 2001
----------------------------------------
         Jeffrey P. Williams
</TABLE>

<PAGE>   9

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
        Exhibit
        Number                      Description of Exhibit
        -------                     ----------------------
<S>                 <C>
        4.1(1)      Form of Common Stock Certificate.

        4.2(2)      Rights Agreement, dated as of September 14, 1998, between
                    the Registrant and Harris Trust Company of California.

        4.2.1(3)    First Amendment to Rights Agreement, dated as of February 8,
                    2000, between the Registrant and Harris Trust Company of
                    California.

        4.2.2(3)    Second Amendment to Rights Agreement, dated as of March 30,
                    2000, between the Registrant and Harris Trust Company of
                    California.

        5.1*        Opinion of Latham & Watkins.

        23.1*       Consent of PricewaterhouseCoopers LLP, independent
                    accountants.

        23.2*       Consent of PricewaterhouseCoopers, independent accountants.

        23.3*       Consent of Latham & Watkins. Reference is made to Exhibit
                    5.1.

        24.1*       Power of Attorney (included in signature page).
</TABLE>

----------

*    Filed herewith.

(1)  Filed as an exhibit to the Registrant's Registration Statement on Form 10,
     as amended (File No. 0-29752), and incorporated herein by reference.

(2)  Filed as an exhibit to the Registrant's Current Report on Form 8-K dated
     September 14, 1998, and incorporated herein by reference.

(3)  Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarter ended May 31, 2000, as filed with the SEC on July 17, 2000, and
     incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "a72182ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25945}]
{"company-data": {"conformed-name": "LEAP WIRELESS INTERNATIONAL INC", "cik": "0001065049", "assigned-sic": "4813", "irs-number": "330811062", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60386", "film-number": "1624591"}, "business-address": {"street1": "10307 PACIFIC CENTER COURT", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8588826000"}, "mail-address": {"street1": "10307 PACIFIC CENTER COURT", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "QUALCOMM SPINCO INC", "date-changed": "19980626"}}
1

       As filed with the Securities and Exchange Commission on May 7, 2001
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        LEAP WIRELESS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                     DELAWARE                                 33-0811062
           (State or other jurisdiction                   (I.R.S. Employer
         of incorporation or organization)               Identification No.)

                           10307 PACIFIC CENTER COURT
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 882-6000
                    (Address of principal executive offices,
                    including zip code, and telephone number)

     LEAP WIRELESS INTERNATIONAL, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)
                         ______________________________
HARVEY P. WHITE                                       Copies to:
              CHIEF EXECUTIVE OFFICER                            BARRY M. CLARKSON, ESQ.
         LEAP WIRELESS INTERNATIONAL, INC.                           LATHAM & WATKINS
             10307 PACIFIC CENTER COURT                     12636 HIGH BLUFF DRIVE, SUITE 300
            SAN DIEGO, CALIFORNIA 92121                        SAN DIEGO, CALIFORNIA 92130
                   (858) 882-6000                                     (858) 523-5400
(Name, address, including zip code, and telephone number,
      including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                          Amount         Proposed Maximum    Proposed Maximum      Amount of
         Title of Securities               to be          Offering Price    Aggregate Offering   Registration
          to be Registered               Registered(1)      Per Share(2)          Price               Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value(3).....     2,500,000       $28.69-$34.25       $82,805,702          $20,702
=============================================================================================================
(1)  A maximum of 2,500,000 shares of Common Stock were reserved for issuance
     under the Leap Wireless International, Inc. 2001 Non-Qualified Stock Option
     Plan (the "2001 Plan"). Of the 2,500,000 shares of Common Stock reserved
     for issuance under the 2001 Plan, no shares have been issued upon exercise
     of options. Accordingly, all of such shares are being registered hereunder.
     Pursuant to Rule 416(a), this Registration Statement shall also cover any
     additional shares of the Registrant's Common Stock that become issuable
     under the agreements by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without receipt of
     consideration that increases the number of the Registrant's outstanding
     shares of Common Stock.

(2)  This estimate is made pursuant to Rule 457(h) solely for purposes of
     calculating the registration fee, and is determined according to the
     following offering price information: Of the 2,500,000 shares of Common
     Stock being registered hereunder, (i) 507,068 shares of Common Stock are
     subject to outstanding options with an exercise price of $28.69 per share,
     and (ii) 1,992,932 shares of Common Stock are reserved for issuance upon
     exercise of options to be granted in the future. Pursuant to Rule 457(h),
     for all shares of Common Stock being registered hereunder with an exercise
     price which cannot be presently determined (1,992,932 shares of Common
     Stock), the Proposed Maximum Offering Price Per Share is $34.25 per share
     of Common Stock, which is based on the average of the high and low prices
     for the Common Stock as reported on The Nasdaq National Market on May 3,
     2001.

(3)  Each share of Common Stock includes a right to purchase one one-thousandth
     of a share of Series A Junior Participating preferred stock, par value
     $.0001 per share.
2

                                     PART I

ITEM 1. PLAN INFORMATION.

        Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Not required to be filed with this Registration Statement.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this Registration Statement, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents we have filed, or may file,
with the SEC:

        -      Our Annual Report on Form 10-K for the fiscal year ended December
               31, 2000 filed with the SEC on March 2, 2001;

        -      Amendment No. 2 to our Annual Report on Form 10-K for the fiscal
               year ended August 31, 1999 filed on Form 10-K/A with the SEC on
               June 28, 2000;

        -      Our Current Report on Form 8-K dated January 11, 2001 filed with
               the SEC on January 19, 2001 and Amendment No. 1 thereto filed on
               Form 8-K/A with the SEC on January 25, 2001;

        -      Our Current Report on Form 8-K dated January 23, 2001 filed with
               the SEC on January 31, 2001;

        -      Our Current Report on Form 8-K dated February 14, 2001 filed with
               the SEC on February 14, 2001;

        -      Our Current Report on Form 8-K dated March 16, 2001 filed with
               the SEC on March 16, 2001;

        -      Our Current Report on Form 8-K dated April 9, 2001 filed with the
               SEC on April 9, 2001;

        -      Our Current Report on Form 8-K dated April 19, 2001 filed with
               the SEC on April 20, 2001;

        -      Our Current Report on Form 8-K dated May 2, 2001 filed with the
               SEC on May 3, 2001;

        -      The description of our common stock and associated preferred
               stock purchase rights contained in our Registration Statement on
               Form 10 filed with the SEC on July 1, 1998, as amended; and

        -      All documents filed by us with the SEC under Sections 13(a),
               13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
               the date this Registration Statement is filed with the

                                       1
3

               SEC and prior to the filing of a post-effective amendment which
               indicates that all securities offered have been sold or which
               deregisters all securities then remaining unsold shall be deemed
               to be incorporated by reference in this Registration Statement
               and to be a part of it from the respective dates of filing of
               those documents.

        A statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is also incorporated herein modifies or
replaces such statement. Any statements so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Officers and directors of Leap are covered by the provisions of the
Delaware General Corporation Law ("DGCL"), the charter, the bylaws, individual
indemnification agreements with Leap and insurance policies which serve to
limit, and, in some instances, to indemnify them against, certain liabilities
which they may incur in such capacities. These various provisions are described
below.

        Elimination of Liability in Certain Circumstances. In June 1986,
Delaware enacted legislation which authorizes corporations to limit or eliminate
the personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. This duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all significant information
reasonably available to them. Absent the limitations now authorized by such
legislation, directors are accountable to corporations and their stockholders
for monetary damages for conduct constituting negligence or gross negligence in
the exercise of their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The charter limits the
liability of directors to Leap or its stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by such legislation. Specifically, the directors of Leap will not be personally
liable for monetary damages for breach of a director's fiduciary duty as
director, except for liability:

        -      for any breach of the director's duty of loyalty to Leap or its
               stockholders;

        -      for acts or omissions not in good faith or which involve
               intentional misconduct or a knowing violation of law;

        -      for unlawful payments of dividends or unlawful share repurchases
               or redemptions as provided in Section 174 of the DGCL; or

        -      for any transaction from which the director derived an improper
               personal benefit.

                                       2
4

        Indemnification and Insurance. As a Delaware corporation, Leap has the
power, under specified circumstances generally requiring the directors or
officers to have acted in good faith and in a manner they reasonably believe to
be in or not opposed to Leap's best interests, to indemnify its directors and
officers in connection with actions, suits or proceedings brought against them
by a third party or in the name of Leap, by reason of the fact that they were or
are such directors or officers, against expenses, judgments, fines and amounts
paid in settlement in connection with any such action, suit or proceeding. The
bylaws generally provide for mandatory indemnification of Leap's directors and
officers to the full extent provided by Delaware corporate law. In addition,
Leap has entered into indemnification agreements with its directors and officers
which generally provide for indemnification of the officers and directors to the
fullest extent permitted under Delaware law, including under circumstances for
which indemnification would otherwise be discretionary under Delaware law.

        Leap has purchased and intends to maintain insurance on behalf of any
person who is or was a director or officer of Leap, or is or was a director or
officer of Leap serving at the request of Leap as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not Leap would have the power or obligation to
indemnify him or her against such liability under the provisions of its charter
or bylaws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.
Exhibit
        Number                      Description of Exhibit
        -------                     ----------------------
4.1(1)      Form of Common Stock Certificate.

        4.2(2)      Rights Agreement, dated as of September 14, 1998, between
                    the Registrant and Harris Trust Company of California.

        4.2.1(3)    First Amendment to Rights Agreement, dated as of February 8,
                    2000, between the Registrant and Harris Trust Company of
                    California.

        4.2.2(3)    Second Amendment to Rights Agreement, dated as of March 30,
                    2000, between the Registrant and Harris Trust Company of
                    California.

        5.1*        Opinion of Latham & Watkins.

        23.1*       Consent of PricewaterhouseCoopers LLP, independent
                    accountants.

        23.2*       Consent of PricewaterhouseCoopers, independent accountants.

        23.3*       Consent of Latham & Watkins. Reference is made to Exhibit
                    5.1.

        24.1*       Power of Attorney (included in signature page).
----------

*    Filed herewith.

(1)  Filed as an exhibit to the Registrant's Registration Statement on Form 10,
     as amended (File No. 0-29752), and incorporated herein by reference.

                                       3
5

(2)  Filed as an exhibit to the Registrant's Current Report on Form 8-K dated
     September 14, 1998, and incorporated herein by reference.

(3)  Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarter ended May 31, 2000, as filed with the SEC on July 17, 2000, and
     incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

                   (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933, as amended (the "Securities Act");

                   (ii) To reflect in the prospectus any facts or events arising
            after the effective date of this Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective Registration Statement;

                   (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration

                                       4
6

Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, County of San Diego, State of
California, on this 4th day of May, 2001.

                                       By:      /s/ THOMAS D. WILLARDSON
                                           -------------------------------------
                                           Thomas D. Willardson
                                           Senior Vice President, Finance and
                                           Treasurer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harvey P. White and James E. Hoffmann and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments, exhibits thereto and other documents in connection
therewith) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, which relates to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                     TITLE                          DATE
               ---------                                     -----                          ----
/s/ HARVEY P. WHITE                          Chief Executive Officer and            May 4, 2001
----------------------------------------                   Director
         Harvey P. White                           (Chief Executive Officer)

     /s/ SUSAN G. SWENSON                         President, Chief Operating             May 4, 2001
----------------------------------------            Officer and Director
         Susan G. Swenson

     /s/ THOMAS D. WILLARDSON                       Senior Vice President,               May 4, 2001
----------------------------------------            Finance and Treasurer
         Thomas D. Willardson                     (Chief Financial Officer)

     /s/ STEPHEN P. DHANENS                       Vice President and Controller          May 4, 2001
----------------------------------------          (Chief Accounting Officer)
         Stephen P. Dhanens

                                                            Director                     May  , 2001
----------------------------------------
         Jill E. Barad

     /s/ THOMAS J. BERNARD                        Vice Chairman and Director             May 4, 2001
----------------------------------------
         Thomas J. Bernard

                                                            Director                     May  , 2001
----------------------------------------
     Alejandro Burillo Azcarraga
8
/s/ ANTHONY R. CHASE                                   Director                     May 4, 2001
----------------------------------------
         Anthony R. Chase

                                                            Director                     May  , 2001
----------------------------------------
         Robert C. Dynes

     /s/ SCOT B. JARVIS                                     Director                     May 4, 2001
----------------------------------------
         Scot B. Jarvis

     /s/ MICHAEL B. TARGOFF                                 Director                     May 4, 2001
----------------------------------------
         Michael B. Targoff

                                                            Director                     May  , 2001
----------------------------------------
         Jeffrey P. Williams
9

                                  EXHIBIT INDEX
Exhibit
        Number                      Description of Exhibit
        -------                     ----------------------
4.1(1)      Form of Common Stock Certificate.

        4.2(2)      Rights Agreement, dated as of September 14, 1998, between
                    the Registrant and Harris Trust Company of California.

        4.2.1(3)    First Amendment to Rights Agreement, dated as of February 8,
                    2000, between the Registrant and Harris Trust Company of
                    California.

        4.2.2(3)    Second Amendment to Rights Agreement, dated as of March 30,
                    2000, between the Registrant and Harris Trust Company of
                    California.

        5.1*        Opinion of Latham & Watkins.

        23.1*       Consent of PricewaterhouseCoopers LLP, independent
                    accountants.

        23.2*       Consent of PricewaterhouseCoopers, independent accountants.

        23.3*       Consent of Latham & Watkins. Reference is made to Exhibit
                    5.1.

        24.1*       Power of Attorney (included in signature page).
----------

*    Filed herewith.

(1)  Filed as an exhibit to the Registrant's Registration Statement on Form 10,
     as amended (File No. 0-29752), and incorporated herein by reference.

(2)  Filed as an exhibit to the Registrant's Current Report on Form 8-K dated
     September 14, 1998, and incorporated herein by reference.

(3)  Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarter ended May 31, 2000, as filed with the SEC on July 17, 2000, and
     incorporated herein by reference.