As filed with the Securities and Exchange Commission on August 6, 2012

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

LEAPFROG ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Amended and Restated LeapFrog Enterprises, Inc. 2011 Equity and Incentive Plan

(Full title of the Plan)

ROBERT LATTUGA

VICE PRESIDENT AND

GENERAL COUNSEL

LeapFrog Enterprises, Inc.

6401 Hollis Street, Suite 100

Emeryville, California 94608-1463

(Name and address of agent for service)

(510) 420-5000

(Telephone number, including area code, of agent for service)

With a Copy to:

John W. Campbell, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105-2482

(415) 268-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

explanatory note

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

In accordance with General Instruction E to Form S-8, this Registration Statement registers an additional 1,191,753 shares of common stock, par value $0.0001 per share, of shares reserved for issuance under the LeapFrog Enterprises, Inc. Amended and Restated 2011 Equity and Incentive Plan. The contents of the following registration statement filed by the registrant are incorporated herein by reference to the extent not modified hereby: registration statement on Form S-8 filed June 30, 2011 (SEC File No. 333-175275).

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The following documents filed by the registrant with the Commission are incorporated by reference herein:

a.         The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 which includes audited financial statements for the registrant’s latest fiscal year.

b.         All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the audited financial statements described in (a) above.

c.         The description of the registrant’s Common Stock contained in the registrant’s Statement on Form 8-A, filed July 16, 2002 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference into this Registration Statement. Any 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 also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Emeryville, State of California, on August 6, 2012.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John Barbour and Raymond L. Arthur, and each of them, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, 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 the said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

INDEX TO EXHIBITS