As filed with the Securities and Exchange Commission on December 1, 2005 Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

iPass Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)		93-1214598 (I.R.S. Employer Identification No.)

3800 Bridge Parkway
Redwood Shores, CA 94065
(650) 232-4100
(Address of principal executive offices, including zip code)

2003 Equity Incentive Plan
2003 Non-Employee Directors Plan
2003 Employee Stock Purchase Plan
(Full title of the plans)

Kenneth D. Denman
Chairman and Chief Executive Officer
iPass Inc.
3800 Bridge Parkway
Redwood Shores, CA 94065
(650) 232-4100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Timothy J. Moore, Esq.		Bruce K. Posey, Esq.
Cooley Godward LLP		Senior Vice President and General Counsel
Five Palo Alto Square		iPass Inc.
3000 El Camino Real		3800 Bridge Parkway
Palo Alto, CA 94306-2155		Redwood Shores, CA 94065
(650) 843-5000		(650) 232-4100

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Securities

Offering

Aggregate

Amount of

to be Registered (1)

Amount to be Registered (1)

Price per Share (2)

Offering Price (2)

Registration Fee

Common Stock, par value $0.001 per share

4,015,402 shares

$6.34

$25,457,649

$2,724

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee and non-employee benefit plans described herein.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s Common Stock on November 28, 2005, as reported on the Nasdaq National Market (pursuant to Rule 457(c) under the Act).

The chart below details the calculations of the registration fee:

Securities		Number of Shares				Offering Price Per Share				Aggregate Offering Price
Shares reserved for future grant under the 2003 Equity Incentive Plan			3,137,835				$6.34				$19,893,873
Shares reserved for future grant under the 2003 Non-Employee Directors Plan			250,000				$6.34				$1,585,000
Shares reserved for future grant under the 2003 Employee Stock Purchase Plan			627,567				$6.34				$3,978,776
Proposed Maximum Offering Price			—				—				$25,457,649

EXPLANATORY NOTE

     This Registration Statement on S-8 is being filed for the purpose of registering an additional 4,015,402 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2003 Equity Incentive Plan, 2003 Non-Employee Directors Plan and 2003 Employee Stock Purchase Plan.

     The Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission (the “Commission”) on July 24, 2003 (File No. 333-107315) and August 18, 2004 (File No. 333-118295), each of which relates to the Registrant’s 2003 Equity Incentive Plan, 2003 Non-Employee Directors Plan and 2003 Employee Stock Purchase Plan, are incorporated herein by reference and made a part hereof.

EXHIBITS

Exhibit
Number
5.1		Opinion of Cooley Godward LLP.
10.1*		2003 Equity Incentive Plan and form of related agreements, as amended.
10.2*		2003 Non-Employee Directors Plan.
10.7*		2003 Employee Stock Purchase Plan and form of related agreements, as amended.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1		Power of Attorney is contained on the signature pages.

* Documents incorporated by reference from the Registrant’s Registration Statement of Form S-1, as amended (333-102715), originally filed with the Commission on January 24, 2003.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Redwood Shores, State of California, on November 30, 2005.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth D. Denman and Bruce K. Posey and each of them acting alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, 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 all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Kenneth D. Denman   Kenneth D. Denman		Chairman, President, Chief Executive Officer and Director		November 30, 2005
/s/ Frank E. Verdecanna   Frank E. Verdecanna		Vice President and Interim Chief Financial Officer (duly authorized officer and Principal Financial Officer)		November 30, 2005
/s/ A. Gary Ames   A. Gary Ames		Director		November 30, 2005

/s/ Cregg B. Baumbaugh   Cregg B. Baumbaugh		Director		November 30, 2005
/s/ John D. Beletic   John D. Beletic		Director		November 30, 2005
/s/ Peter G. Bodine   Peter G. Bodine		Director		November 30, 2005
/s/ Arthur C. Patterson   Arthur C. Patterson		Director		November 30, 2005
/s/ Allan R. Spies   Allan R. Spies		Director		November 30, 2005

EXHIBIT INDEX

Exhibit
Number
5.1		Opinion of Cooley Godward LLP.
10.1*		2003 Equity Incentive Plan and form of related agreements, as amended.
10.2*		2003 Non-Employee Directors Plan.
10.7*		2003 Employee Stock Purchase Plan and form of related agreements, as amended.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1		Power of Attorney is contained on the signature pages.

* Documents incorporated by reference from the Registrant’s Registration Statement of Form S-1, as amended (333-102715), originally filed with the Commission on January 24, 2003.