iPass, Inc, Form 8-A12G
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

iPass Inc.

(Exact Name of Registrant as Specified in its Charter)
     
Delaware   93-1214598
 
(State of Incorporation or Organization)   (I.R.S. Employer Identification no.)
     
3800 Bridge Parkway, Redwood Shores, CA   94065
 
(Address of principal executive offices)   (Zip code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x

Securities Act Registration Statement and Number to which the form relates: 333-102715

Securities to be registered pursuant to Section 12(b) of the Act:

     
Title of each class
to be so registered		   Name of exchange on which
each class is to be registered
     
n/a   n/a
 

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

1.

 

Item 1.        Description of Registrant’s Securities to be Registered.

     A description of the Common Stock to be registered hereunder is contained in the section entitled “Description of Capital Stock” in the Prospectus included in the Registrant’s Form S-1 Registration Statement, No. 333-102715, as amended, initially filed with the Securities and Exchange Commission on January 24, 2003 (the “Registration Statement”), and is incorporated herein by reference. The prospectus to be filed pursuant to Rule 424(b) following the effective date of the Registration Statement shall be deemed to be incorporated by reference into this registration statement on Form 8-A.

Item 2.        Exhibits.

     
Exhibit    
Number   Description of Document
 
3.1*   Amended and Restated Certificate of Incorporation of the registrant.
     
3.2*   Amendment to Amended and Restated Certificate of Incorporation
     
3.3*   Restated Certificate of Incorporation to be effective upon completion of the registrant’s initial public offering.
     
3.4*   Bylaws, as amended.
     
4.2*   Specimen stock certificate.

*   filed as an exhibit to the Registration Statement and incorporated herein by reference.

2.

 

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

                 
            iPass Inc.
           
            (Registrant)
                 
Date:   June 30, 2003     By:   /s/ Donald C. McCauley
               
                Donald C. McCauley
                Vice President, Finance, and Chief Financial Officer (Principal Financial Officer)

3.