UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 27, 2005
iPass Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
| |
|
|
| 000-50327
|
|
93-1214598 |
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
3800 Bridge Parkway, Redwood Shores, California
(Address of principal executive offices)
|
|
94065
(Zip Code) |
(650) 232-4100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 — Results of Operations and Financial Condition
On July 27, 2005, iPass Inc. reported its results of operations for its fiscal second quarter
ended June 30, 2005. A copy of the press release issued by iPass concerning these results is
furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this report, including Exhibit 99.1, shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities
Act of 1933, as amended, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof, regardless of any general incorporation language in such
filings, except as shall be expressly set forth by specific reference in such filing.
iPass provides non-GAAP net income and non-GAAP earnings per share data as additional
information for its operating results. These measures are not in accordance with, or an alternative
for GAAP, and may be different from non-GAAP measures used by other companies. Non-GAAP net income
and non-GAAP earnings per share exclude the effect of amortization of stock-based compensation and
the amortization of intangibles. Management excludes the effect of amortization of stock-based
compensation and amortization of intangibles as management does not believe that these charges are
directly applicable to the core operating performance of iPass. As a result, management excludes
the effect of these charges for budgeting purposes, as well as analyzing the underlying performance
of the company. Management believes that although GAAP measures are important for investors to
understand, providing investors with these non-GAAP measures provides investors additional
important information to enable them to assess, in the way that management assesses, both the
current and future operations of iPass.
Item 9.01 Financial Statements and Exhibits.
| |
|
|
Exhibit
No. |
|
Description |
99.1
|
|
Press Release, dated July 27, 2005, entitled “iPass Reports Second Quarter 2005
Results.” |