UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*
iPass Inc.
| (Name of Issuer) |
Common Stock, $0.001 Par Value
| (Title of Class of Securities) |
462621V108
| (CUSIP Number) |
David K. Robbins, Esq.
Bingham McCutchen LLP
355 South Grand Avenue, 44th Floor
Los Angeles, CA 90071
(213) 680-6400
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
July 2, 2009
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
SCHEDULE 13D
CUSIP No. 462621V108
| 1 | NAME OF REPORTING PERSONS.
Shamrock Activist Value Fund, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
5,566,126 Common Shares* | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
5,566,126 Common Shares* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,566,126 Common Shares* |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.89%* |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| * | See Item 5 hereof. |
SCHEDULE 13D
CUSIP No. 462621V108
| 1 | NAME OF REPORTING PERSONS.
Stanley P. Gold |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
15,000 Common Shares* | |
| 8 SHARED VOTING POWER
0* | ||
| 9 SOLE DISPOSITIVE POWER
15,000 Common Shares* | ||
| 10 SHARED DISPOSITIVE POWER
0* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000 Common Shares* |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%* |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| * | See Item 5 hereof. |
SCHEDULE 13D
CUSIP No. 462621V108
| 1 | NAME OF REPORTING PERSONS.
Dennis A. Johnson |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0* | |
| 8 SHARED VOTING POWER
0* | ||
| 9 SOLE DISPOSITIVE POWER
0* | ||
| 10 SHARED DISPOSITIVE POWER
0* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%* |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| * | See Item 5 hereof. |
SCHEDULE 13D
CUSIP No. 462621V108
| 1 | NAME OF REPORTING PERSONS.
Shamrock Activist Value Fund GP, L.L.C. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
5,581,126 Common Shares* | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
5,581,126 Common Shares* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,581,126 Common Shares* |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.91%* |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| * | See Item 5 hereof. |
SCHEDULE 13D
CUSIP No. 462621V108
| 1 | NAME OF REPORTING PERSONS.
Shamrock Partners Activist Value Fund, L.L.C. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
5,581,126 Common Shares* | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
5,581,126 Common Shares* | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,581,126 Common Shares* |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.91%* |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| * | See Item 5 hereof. |
1. ITEM 1 OF THE AMENDED SCHEDULE 13D (AS DEFINED BELOW) IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
| ITEM 1. | Security and Issuer. |
This statement amends the Schedule 13D filed on May 23, 2005, as amended on August 5, 2005, November 9, 2005, February 6, 2006, May 16, 2006, June 26, 2006, August 1, 2006, August 15, 2006, September 28, 2006, October 10, 2006, January 12, 2007, February 22, 2007, January 9, 2008, March 3, 2008, March 4, 2008, March 7, 2008, April 29, 2008, October 3, 2008 and on November 4, 2008 (the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership, Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company, Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company, Stanley P. Gold, an individual, and Dennis A. Johnson, an individual, with respect to the Common Stock, $0.001 par value per share (“Common Shares”), of iPass Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 19 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 19 does not modify any of the information previously reported in the Amended Schedule 13D.
2. ITEM 2 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
| ITEM 2. | Identity and Background. |
(a)-(c), (f). The Reporting Persons are: (i) Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), (ii) Stanley P. Gold, an individual (“Mr. Gold”), (iii) Dennis A. Johnson, an individual (“Mr. Johnson”), (iv) Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF (the “General Partner”) and (v) Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company and the managing member of the General Partner (“Shamrock Partners,” and together with SAVF, Mr. Gold, Mr. Johnson and the General Partner, the “Reporting Persons”). On July 2, 2009, SAVF II and SAVF III were dissolved.
The principal business of SAVF is investing in the securities of publicly traded small and micro-cap companies in the United States. The principal business of the General Partner is acting as general partner of SAVF, and the principal business of Shamrock Partners is acting as the managing member of the General Partner.
The managing members of Shamrock Partners are Shamrock Holdings of California, Inc., a California corporation (“SHOC”), and Mr. Gold, who also is the President of SHOC. All of the capital stock of SHOC is owned by Shamrock Holdings, Inc., a Delaware corporation (“SHI”). SHOC and SHI, together with their subsidiary entities, are holding companies engaged in the making, holding and disposing of investments in various industries, principally in the United States and Israel.
The Roy E. Disney Trust and the Patricia A. Disney Trust each own approximately 2.26% of the common stock of SHI. Roy Patrick Disney, Susan Disney Lord,
Abigail Edna Disney and Timothy J. Disney own an aggregate of approximately 45.4% of the common stock of SHI. In addition, Stanley P. Gold is the sole trustee of four trusts established for the benefit of Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney, which hold an aggregate of approximately 50% of SHI common stock. Mr. Gold is also the trustee of the Patricia Disney Trust.
The principal executive offices of SAVF, the General Partner, Shamrock Partners, SHOC and SHI are located at 4444 W. Lakeside Drive, Burbank, California 91505.
The business address of each of the persons listed below is 4444 W. Lakeside Drive, Burbank, California 91505. The names and principal occupations or employments of the directors, executive officers and controlling persons of SAVF, the General Partner, Shamrock Partners, SHOC and SHI are as follows:
| Name |
Principal Occupation Or Employment | |
| Roy E. Disney |
Chairman of the Board of Directors of SHI and SHOC. Chairman of the Board of Directors of Shamrock Capital Advisors, Inc., a Delaware corporation (“SCA”) (a subsidiary of SHOC that provides management and consulting services, principally to SHOC and investment partnerships organized by SHOC, including businesses in which such partnerships invest). The principal executive office of SCA is 4444 W. Lakeside Drive, Burbank, CA 91505. | |
| Abigail E. Disney |
Vice Chairman of the Board of Directors of SHI and Executive Vice President of SHOC; investor. | |
| Roy Patrick Disney |
Director of SHI; investor. | |
| Susan Disney Lord |
Director of SHI; investor. | |
| Timothy J. Disney |
Director of SHI; investor. | |
| Stanley P. Gold |
Director and President of SHI and SHOC. Director, President and Managing Director of SCA. Managing Member and President of Shamrock Partners. | |
| Dennis A. Johnson |
Managing Director of SCA; Vice President of Shamrock Partners; Portfolio Manager of SAVF. | |
| Eugene I. Krieger |
Vice Chairman of the Board of Directors and Chief Operating Officer of SHI. Vice Chairman of the Board of Directors of SCA. Vice President of SHOC and Shamrock Partners. | |
| Robert G. Moskowitz |
Executive Vice President of SHI and SHOC; Managing Director of SCA. | |
| Gregory S. Martin |
Chief Financial Officer and Treasurer of SHOC, SHI, SCA and Shamrock Partners. |
All of the persons listed above are citizens and residents of the United States.
(d)-(e) During the last five years, none of the Reporting Persons or, to the Reporting Persons’ best knowledge, any of their directors, executive officers or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
3. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
| ITEM 5. | Interests in Securities of the Issuer. |
(a), (b) SAVF owns 5,566,126 Common Shares. These shares represent approximately 8.89% of the issued and outstanding Common Shares.
In connection with his service as a member of the board of directors of the Company, Mr. Gold was granted 15,000 restricted Common Shares, which represent approximately 0.02% of the issued and outstanding Common Shares. The restricted Common Shares vest on the first anniversary of the date of grant or, if earlier, on the date of the next annual meeting following the grant date. In the event of Mr. Gold’s termination with the Company, the Company may receive via a forfeiture condition, any or all of the unvested Common Shares held by him as of the date of termination. Mr. Gold has the sole power to vote and dispose of these restricted Common Shares, subject to the restrictions imposed by the Company in connection with the grant of such securities to Mr. Gold.
By virtue of the Common Shares owned by SAVF and the restricted Common Shares granted to Mr. Gold, the Reporting Persons collectively own 5,581,126 Common Shares, which collectively represent approximately 8.91% of the issued and outstanding Common Shares.
Mr. Gold is a Managing Member of Shamrock Partners, which is the managing member of the General Partner, which in turn is the general partner of SAVF. As a result, Mr. Gold may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by SAVF. Mr. Gold disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Shamrock Partners, the General Partner or SAVF and such entities disclaim beneficial ownership of the restricted Common Shares held by Mr. Gold.
Mr. Johnson is a Managing Director of SCA, a Vice President of Shamrock Partners and the Portfolio Manager of SAVF, and as such has primary responsibility for the portfolio investment decisions relating to SAVF. As a result, Mr. Johnson may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by SAVF. Mr. Johnson disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Shamrock Partners, the General Partner or SAVF.
As the general partner of SAVF the General Partner may be deemed to beneficially own the 5,581,126 Common Shares owned by SAVF, constituting approximately 8.91% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 5,581,126 Common Shares owned by SAVF. Shamrock Partners has sole voting and dispositive power with respect to the 5,581,126 Common Shares owned by SAVF by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 5,581,126 Common Shares owned by SAVF, pursuant to Rule 13d-3 under the Act. Those controlling persons, including Mr. Gold, are identified in response to Item 2 of the Amended Schedule 13D.
The percentage of ownership figures set forth above and in response to Items 5(a) and 5(b) assumes that 62,621,927 Common Shares were outstanding as of July 2, 2009, based on the information contained in the Company’s Definitive Proxy Statement filed with the United States Securities and Exchange Commission on May 20, 2009.
(c) The Reporting Persons have not effected any transactions in the Common Shares during the last 60 days.
(d) Not applicable.
(e) Not applicable.
4. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND SUPPLEMENTED WITH THE FOLLOWING:
| ITEM 7. | Material to be Filed as Exhibits. |
| Document | ||||
| Exhibit 28 | — | Joint Filing Agreement, dated July 2, 2009, among Shamrock Activist Value Fund, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. | ||
| Exhibit 29 | — | Power of Attorney, dated February 27, 2009, appointing Dennis A. Johnson as attorney-in-fact for Stanley P. Gold. | ||
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: July 2, 2009
| SHAMROCK ACTIVIST VALUE FUND, L.P. | ||
| By: | Shamrock Activist Value Fund GP, L.L.C., its general partner | |
| By: | Shamrock Partners Activist Value Fund, L.L.C., its managing member | |
| By: | /s/ Dennis A. Johnson | |
| Name: | Dennis A. Johnson | |
| Title: | CFA, Vice President | |
| /s/ Stanley P. Gold | ||
| Stanley P. Gold | ||
| /s/ Dennis A. Johnson | ||
| Dennis A. Johnson | ||
| SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. | ||
| By: | Shamrock Partners Activist Value Fund, L.L.C., its managing member | |
| By: | /s/ Dennis A. Johnson | |
| Name: | Dennis A. Johnson | |
| Title: | CFA, Vice President | |
| SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. | ||
| By: | /s/ Dennis A. Johnson | |
| Name: | Dennis A. Johnson | |
| Title: | CFA, Vice President | |
Exhibit Index
| Document | ||||
| Exhibit 28 | — | Joint Filing Agreement, dated July 9, 2009, among Shamrock Activist Value Fund, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. | ||
| Exhibit 29 | — | Power of Attorney, dated February 27, 2009, appointing Dennis A. Johnson as attorney-in-fact for Stanley P. Gold. | ||