SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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.
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(Name of Issuer)
Common Shares, $.001 Par Value
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(Title of Class of Securities)
42621V108
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(CUSIP Number)
David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
350 South Grand Avenue, 32nd Floor
Los Angeles, CA 90071
(213) 473-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 12, 2005
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(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, as amended ("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
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CUSIP No. 42621V108
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHAMROCK ACTIVIST VALUE FUND, L.P. - 35-2239069
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
------------------------- -------- --------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------- --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,520,426 Common Shares
-------- --------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
-------- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,520,426 Common Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,520,426 Common Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.17%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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SCHEDULE 13D
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CUSIP No. 42621V108
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. -37-1497874
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
------------------------- -------- --------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------- --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,520,426 Common Shares
-------- --------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
-------- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,520,426 Common Shares
---------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,520,426 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)
7.17%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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SCHEDULE 13D
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CUSIP No. 42621V108
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. - 87-0733755
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
---------- --------------------------------------------------------------------
3 SEC USE ONLY
---------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE
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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 7 SOLE VOTING POWER
SHARES 4,520,426 Common Shares
-------- --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-------- --------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
4,520,426 Common Shares
REPORTING
-------- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,520,426 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)
7.17%
---------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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ITEM 1. Security and Issuer.
-------------------
The securities to which this statement relates are Common
Shares, $.001 par value per share ("Common Shares"), of iPass Inc., a
Delaware corporation (the "Company"). The principal executive offices of
the Company are located at 3800 Bridge Parkway, Redwood Shores, California
94065.
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) Shamrock Activist Value
Fund GP, L.L.C., a Delaware limited liability company and the general
partner of SAVF (the "General Partner") and (iii) Shamrock Partners
Activist Value Fund, L.L.C., a Delaware limited liability company and the
managing member of the General Partner ("Shamrock Partners"). 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 Stanley P.
Gold, an individual who is 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.
Roy E. Disney and his wife, Patricia A. Disney, own approximately
4.5% of the common stock of SHI. Roy Patrick Disney, Susan Disney Lord,
Abigail Edna Disney and Timothy J. Disney (the "Disney Children") 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 the respective Disney Children which hold an aggregate of
approximately 50% of SHI common stock.
The principal executive offices of SAVF, the General Partner,
Shamrock Partners, SHOC and SHI are located at 4444 Lakeside Drive,
Burbank, California 91505.
The business address of each of the persons listed below is 4444
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:
Principal Occupation
Name 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 closely-held
corporation which 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 Lakeside Drive,
Burbank, CA 90150.
Patricia A. Disney Vice Chairman of the Board of Directors of SHI,
SHOC and SCA.
Stanley P. Gold Director and President of SHI and SHOC.
Director, President and Managing Director of
SCA. Managing Member and President of
Shamrock Partners.
Michael J. McConnell Managing Director of SCA; Vice President of
SHOC and Shamrock Partners.
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.
Robert G. Moskowitz Executive Vice President of SHI and SHOC;
Managing Director of SCA. Vice President and
Secretary of Shamrock Partners.
Gregory S. Martin Chief Financial Officer and Treasurer of
SHOC. Treasurer and Assistant Secretary of
SHI, SHOC, 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.
ITEM 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The total amount of funds used by SAVF to purchase the
4,520,426 Common Shares it directly owns was $26,888,516 (excluding
brokerage commissions). All of such funds were derived from capital
contributions to SAVF.
ITEM 4. Purpose of Transaction.
-----------------------
On May 12, 2005, SAVF acquired 500,000 Common Shares in the
open market at a price of $5.305 per share (excluding brokerage
commissions).
SAVF acquired the Common Shares based on the Reporting
Persons' belief that the Common Shares at current market prices are
undervalued and represent an attractive investment opportunity. The
Reporting Persons believe the Common Shares are undervalued for various
reasons, including (but not limited to), uncertainty regarding the
Company's transition of its customer base from dial-up access to broadband
access, the shareholder litigation and the low yield earned on excess cash
balances.
The Reporting Persons have met, or may from time to time in
the future meet, with the board of directors and management of the Company
to discuss ideas to increase shareholder value. The Reporting Persons may
propose to the Company's board of directors improvements to the Company's
overall corporate governance structure, including (but not limited to),
de-staggering director elections; permitting shareholders with holdings of
10% or more of Common Stock to convene special meetings of shareholders;
developing and instituting a set of corporate governance guidelines for
directors and senior management; and restructuring long-term stock option
incentive plans to link the plans to underlying Company-specific
performance metrics. The Reporting Persons may also seek the advice of
strategic and financial consultants, particularly with regard to capital
management considerations and strategies.
The Reporting Persons and their representatives and advisers
intend to closely monitor the Company's performance. In addition, the
Reporting Persons and their representatives and advisers may communicate
with other shareholders, industry participants and other interested parties
concerning the Company.
Although the Reporting Persons do not have any current plans
other than the monitoring and communication program outlined above, the
Reporting Persons may in the future exercise any and all of their
respective rights as shareholders of the Company in a manner consistent
with their equity interests, including possibly seeking representation on
the Company's board of directors.
Notwithstanding the foregoing, the Reporting Persons may
determine from time to time in the future, based on market and general
economic conditions, the business affairs and financial condition of the
Company, the availability of securities at favorable prices and alternative
investment opportunities available to the Reporting Persons, and other
factors that the Reporting may deem relevant, to acquire additional
securities of the Company in the open market, in privately negotiated
transactions or otherwise, or to sell some or all of the securities it now
holds or hereafter acquires as set forth above or otherwise.
Except as stated in this response to Item 4, the Reporting
Persons have no current plans or proposals with respect to the Company or
its securities of the types enumerated in paragraphs (a) through (j) of
Item 4 to the form of Schedule 13D promulgated under the Act.
ITEM 5. Interests in Securities of the Issuer.
--------------------------------------
(a), (b) SAVF is the owner of 4,520,426 Common Shares, which
represents approximately 7.17% of the issued and outstanding Common Shares.
During the last 60 days, SAVF acquired Common Shares on such dates, in such
amounts and at such per share prices (excluding brokerage fees) as
indicated on the Schedule of Transactions attached hereto as Exhibit 1 and
incorporated herein by reference. All such transactions were effected in
the open market on the NASDAQ National Market. As the general partner of
SAVF, the General Partner, may be deemed to beneficially own the 4,520,426
Common Shares owned by SAVF, constituting approximately 7.17% of the issued
and outstanding Common Shares. As the managing member of the General
Partner, Shamrock Partners may be deemed to beneficially own the 4,520,426
Common Shares owned by SAVF, constituting approximately 7.17% of the issued
and outstanding Common Shares. Shamrock Partners has sole voting and
dispositive power with respect to the 4,520,426 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 4,520,426 Common Shares
owned by SAVF, pursuant to Rule 13d-3 under the Act. Those controlling
persons are identified in response to Item 2.
The percentage set forth in this response to Items 5(a) and
5(b) assumes that 63,024,964 Common Shares were outstanding as of April 15,
2005, as represented by the Company in its Proxy Statement filed with the
S.E.C. on April 27, 2005.
(c) Except as set forth above, none of the Reporting Persons nor, to the
knowledge of the Reporting Persons, any person identified in response to
Item 2, beneficially owns any Common Shares or has effected any
transactions in Common Shares during the preceding 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
--------------------------------------------------------
The Reporting Persons have no knowledge of any contracts,
arrangements, understandings or relationships (legal or otherwise) among
the persons named in response to Item 2 or between such persons and any
person with respect to any securities of the Company.
ITEM 7. Material to be Filed as Exhibits.
---------------------------------
Document
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Exhibit 1 -- Schedule of Transactions
Exhibit 2 -- Joint Filing Agreement, dated May 20, 2005, among
Shamrock Activist Value Fund, L.P., Shamrock Activist
Value Fund GP, L.L.C. and Shamrock Partners Activist
Value Fund, L.L.C.
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: May 20, 2005
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/ Michael J. McConnell
--------------------------------------------
Name: Michael J. McConnell
Title: Vice President
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By: Shamrock Partners Activist Value Fund,
L.L.C., its managing member
By: /s/ Michael J. McConnell
--------------------------------------------
Name: Michael J. McConnell
Title: Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By: /s/ Michael J. McConnell
--------------------------------------------
Name: Michael J. McConnell
Title: Vice President
EXHIBIT INDEX
DOCUMENT
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Exhibit 1 -- Schedule of Transactions
Exhibit 2 -- Joint Filing Agreement, dated May 20, 2005, among
Shamrock Activist Value Fund, L.P., Shamrock Activist
Value Fund GP, L.L.C. and Shamrock Partners Activist
Value Fund, L.L.C.