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): November 30, 2005
iPass Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware
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000-50327
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93-1214598 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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3800 Bridge Parkway, Redwood Shores, California
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94065 |
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(Address of principal executive offices)
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(Zip Code)
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(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 (see General
Instruction A.2. below):
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
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
Officer Cash Compensation
On November 30, 2005, the Board of Directors of iPass Inc. (the “Board”) approved an increase
to the annual cash compensation and cash bonus target for Frank E. Verdecanna, Vice President and
Chief Financial Officer of iPass, effective as of December 1, 2005. Mr. Verdecanna’s annual base
salary was increased to $205,000 and his annual cash bonus target was increased to $100,000.
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
On November 30, 2005, the Board promoted Frank E. Verdecanna from the position of Vice
President and Interim Chief Financial Officer to Vice President and Chief Financial Officer of
iPass, effective as of December 1, 2005.