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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GoRemote Internet Communications, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
382859106
(CUSIP Number)
iPass Inc.
3800 Bridge Parkway
Redwood Shores, CA 94065
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 2005
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 (“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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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| CUSIP No. 382859106 | Page 2 of 11 |
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1. |
Name of Reporting Person:
iPass Inc. |
I.R.S. Identification Nos. of above persons (entities only):
93-1214598 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
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(b) |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
N/A |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
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6. |
Citizenship or Place of Organization:
State of Delaware |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
| 7. |
Sole Voting Power:
-0- |
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| 8. | Shared Voting Power:
7,447,423 (1) |
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| 9. | Sole Dispositive Power:
-0- |
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| 10. | Shared Dispositive Power:
7,447,423 (1) |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
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12. | Check 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):
17.6% |
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14. | Type of Reporting Person (See Instructions):
CO |
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| (1) |
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Does not include options to purchase an aggregate of 2,870,689 shares of GoRemote common
stock, which options are exercisable within 60 days of December 9, 2005, held by the persons who
have entered into Voting Agreements with the reporting persons as described herein. |
Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by iPass Inc. that it is the beneficial owner of any of the common stock
referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
TABLE OF CONTENTS
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| CUSIP No. 382859106
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Page 3 of 11 |
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D is being filed by iPass Inc., a Delaware corporation (“iPass”),
and relates to an Agreement of Merger among iPass, Keystone Acquisition Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of iPass (“Acquisition Sub”) and GoRemote Internet
Communications, Inc., a Delaware corporation (“GoRemote”), dated as of December 9, 2005 (the
“Merger Agreement”), pursuant to which, and subject to the conditions set forth therein,
Acquisition Sub will merge with and into GoRemote and GoRemote would become a wholly-owned
subsidiary of iPass (the “Merger”). Upon the consummation of the Merger, each share of GoRemote
common stock and Series A Preferred Stock (other than shares owned by iPass, Acquisition Sub,
GoRemote or any wholly owned subsidiary of iPass or GoRemote, or by any stockholder of GoRemote who
is entitled to and properly exercises appraisal rights under Delaware law) will be converted into
the right to receive $1.71 in cash and $3.37 in cash, respectively.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is iPass Inc., a Delaware corporation.
iPass is a world leader in providing enterprise broadband services.
(b) The business address of iPass is 3800 Bridge Parkway, Redwood Shores, California 94065.
(c) Set forth in Schedule I to this Schedule 13D is the name and present principal
occupation or employment of each of iPass’ executive officers and directors and the name,
principal business and address of any corporation or other organization in which such employment
is conducted.
(d) During the past five years, neither iPass nor, to the knowledge of iPass, any person
named in Schedule I to this Schedule 13D, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither iPass nor, to the knowledge of iPass, any person
named in Schedule I to this Schedule 13D, was 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
activity subject to federal or state securities laws or finding any violation with respect to
such laws.
(f) All of the directors and executive officers of iPass named in Schedule I to this
Schedule 13D are citizens of the United States.
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Page 4 of 11 |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In order to induce iPass to enter into the Merger Agreement and to facilitate the consummation
of the Merger, certain stockholders of GoRemote have entered into Voting Agreements with iPass as
described in Item 4 and Item 5 of this Schedule 13D. No other consideration was paid in exchange
for such stockholders entering into the Voting Agreements.
ITEM 4. PURPOSE OF TRANSACTION
(a) — (b) The Merger Agreement provides for the acquisition by iPass of all of the
outstanding common stock and Series A Preferred Stock of GoRemote through a merger of
Acquisition Sub with and into GoRemote, as a result of which GoRemote will become a wholly-owned
subsidiary of iPass. The obligations of iPass and GoRemote to complete the Merger are subject
to a number of conditions set forth in the Merger Agreement.
In order to induce iPass to enter into the Merger Agreement, GoRemote’s directors, certain
of GoRemote’s executive officers, certain of GoRemote’s employees and certain of GoRemote’s
stockholders collectively beneficially owning 7,447,423 of the outstanding shares of GoRemote
common stock have entered into voting agreements with iPass pursuant to which they have agreed,
in their respective capacities as stockholders of GoRemote, to vote all of the shares of
GoRemote common stock beneficially owned by them, as well as any additional shares of GoRemote
common stock which they may acquire (pursuant to GoRemote stock options or otherwise) in favor
of the Merger and certain related matters (the “Voting Agreement”).
The following stockholders of GoRemote have entered into Voting Agreements with iPass: Hong
Chen, James Goodman, Gemini Investors, III, L.P., Murray Rudin, RLH Investors, L.P., Joseph M.
Zaelit, Tom Thimot, Daniel Fairfax, Greg Carver and David Teichmann.
The description contained in this Item 4 of the transactions contemplated by the Merger
Agreement and the Voting Agreement is qualified in its entirety by reference to the full texts
of the Merger Agreement and the form of Voting Agreement, copies of which are incorporated by
reference in this Schedule 13D — see Exhibits 2.1 and 2.2.
(c) Not applicable.
(d) If the Merger is consummated, GoRemote will become a wholly-owned subsidiary of iPass,
and iPass will subsequently determine the size and membership of the board of directors of
GoRemote and the officers of GoRemote.
(e) The Merger Agreement prohibits GoRemote from issuing securities, disposing of securities
or changing its capitalization, except under limited circumstances set forth therein. Upon
consummation of the Merger, the number of outstanding shares of GoRemote common stock will be
adjusted as contemplated by the Merger Agreement. The Merger Agreement further prohibits
GoRemote from declaring, accruing, setting aside or paying any dividend or making any other
distribution in respect of any shares of capital stock, or repurchasing, redeeming or otherwise
reacquiring any shares of capital stock or other securities. Upon consummation of the Merger,
GoRemote will become a wholly-owned subsidiary of iPass, and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act.
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Page 5 of 11 |
(f) Upon consummation of the Merger, GoRemote will become a wholly-owned subsidiary of
iPass.
(g) The Merger Agreement contains provisions that limit the ability of GoRemote to engage in
a transaction that would entail a change of control of GoRemote during the pendency of the
Merger Agreement.
(h) Upon consummation of the Merger, GoRemote common stock will cease to be quoted on any
quotation system or exchange.
(i) Upon consummation of the Merger, GoRemote common stock will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act.
(j) Other than as described above, iPass currently has no plan or proposal which relates to,
or may result in, any of the matters listed in Items 4(a) — (i) of Schedule 13D (although iPass
reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As described in Item 4 (a)-(b) of this Schedule 13D, as a result of the Voting
Agreement, iPass has the shared power to dispose of, and to vote with respect to certain matters
relating to the Merger as set forth in the Voting Agreement, 7,447,423 shares of GoRemote common
stock, representing approximately 17.6% of the outstanding common stock of GoRemote as of
December 9, 2005 (the “Subject Shares”).
The description contained in this Item 5 of the transactions contemplated by the Voting
Agreements is qualified in its entirety by reference to the full text of the form of Voting
Agreement, a copy of which is incorporated by reference in this Schedule 13D as Exhibit 2.2.
Schedule I to this Schedule 13D sets forth the names, addresses, and employers of the
executive officers and directors of iPass. All of the directors and executive officers of iPass
are citizens of the United States. Schedule II to this Schedule 13D sets forth, to the best of
iPass’ knowledge, the following information for those persons with whom iPass shares the power
to vote or to direct the vote or to dispose or to direct the disposition of the Subject Shares:
the name, address, and principal occupation or employer, of such person. To the best of iPass’
knowledge, all of the persons listed on Schedule II to this Schedule 13D are citizens of the
United States.
Except as set forth in this Schedule 13D, no shares of GoRemote common stock are
beneficially owned by iPass or, to the knowledge of iPass, any person listed on Schedule I to
this Schedule 13D.
During the past five years, to the knowledge of iPass, no person listed on Schedule I or
Schedule II to this Schedule 13D has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the past five years, to the knowledge of iPass, no person listed on Schedule I or
Schedule II to this Schedule 13D 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
activity subject to federal or state securities laws or finding any violation with respect to
such laws.
(c) Neither iPass nor, to the knowledge of iPass, any person named in Schedule I to this
Schedule 13D, has effected any transaction in GoRemote common stock during the past 60 days,
except as disclosed herein.
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Page 6 of 11 |
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as described in Item 4 above, iPass is not a party to any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any securities of GoRemote,
including but not limited to transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
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Page 7 of 11 |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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| Exhibit No. |
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Description |
2.1*
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Agreement of Merger, dated as of December
9, 2005, by and among iPass Inc., Keystone
Acquisition Sub, Inc., a wholly-owned
subsidiary of iPass Inc. and GoRemote
Internet Communications, Inc. |
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2.2
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Form of Voting Agreement |
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Previously filed as exhibit number 10.22 on iPass’ Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 12, 2005, and incorporated by reference
herein. |
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Page 8 of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date:
December 19, 2005
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iPass INC.
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/s/ Bruce K. Posey
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Bruce K. Posey, Senior Vice President, General Counsel and Secretary |
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF IPASS
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| Name and Title |
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Employer |
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Business Address |
Ken Denman
Chairman, President and Chief Executive Officer
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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Frank Verdecanna
Chief Financial Officer
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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John Charters
Chief Operating Officer
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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Roy Albert
Chief Technology Officer
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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Bennett Barouch
Vice President, Engineering
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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Anurag Lal
Senior Vice President, Strategic Services and
Business Development
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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Bruce Posey
Senior Vice President, General Counsel and
Corporate Secretary
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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Jon Russo
Vice President, Marketing and Mobility
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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John Thuma
Vice President of Worldwide Sales
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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Joel Wachtler
Vice President of Product Management and Strategy
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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Joanne Warner
Vice President of Information Systems
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iPass Inc.
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3800 Bridge Parkway, Redwood Shores, California 94065 |
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A. Gary Ames
Director
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Retired
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c/o iPass Inc., 3800 Bridge Parkway, Redwood Shores, California 94065 |
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Cregg B. Baumbaugh
Director
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Retired
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c/o iPass Inc., 3800 Bridge Parkway, Redwood Shores, California 94065 |
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John D. Beletic
Director
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Executive Chairman of Oculan Corporation
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c/o iPass Inc., 3800 Bridge Parkway, Redwood Shores, California 94065 |
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Peter G. Bodine
Director
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General Partner of APV Technology
Partners; Executive Vice President of Asia
Pacific Ventures
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c/o iPass Inc., 3800 Bridge Parkway, Redwood Shores, California 94065 |
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Arthur C. Patterson
Director
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General Partner of Accel Partners
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c/o iPass Inc., 3800 Bridge Parkway, Redwood Shores, California 94065 |
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Allan R. Spies
Director
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Retired
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c/o iPass Inc., 3800 Bridge Parkway, Redwood Shores, California 94065 |
SCHEDULE II
PERSONS WITH WHOM IPASS SHARES VOTING AND DISPOSITIVE POWER
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Employer |
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Business Address |
Hong Chen
Chairman of the Board
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GoRemote Internet Communications, Inc.
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1421 McCarthy Boulevard, Milpitas, California 95035 |
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James Goodman
President
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Gemini Investors, Inc.
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c/o GoRemote Internet Communications, Inc., 1421 McCarthy Boulevard, Milpitas, California 95035 |
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Murray Rudin
General Partner
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Riordan, Lewis & Haden
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c/o GoRemote Internet
Communications, Inc., 1421 McCarthy Boulevard, Milpitas, California 95035 |
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Joseph M. Zaelit
Director |
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Retired
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c/o GoRemote Internet Communications, Inc., 1421 McCarthy Boulevard, Milpitas, California 95035 |
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Tom Thimot
President and Chief Executive Officer
GoRemote Internet Communications, Inc.
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GoRemote Internet Communications, Inc.
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1421 McCarthy Boulevard, Milpitas, California 95035 |
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Daniel W. Fairfax
Senior Vice President and Chief Financial Officer
GoRemote Internet Communications, Inc.
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GoRemote Internet Communications, Inc.
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1421 McCarthy Boulevard, Milpitas, California 95035 |
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Greg W. Carver
Vice President of Customer Operations
GoRemote Internet Communications, Inc.
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GoRemote Internet Communications, Inc.
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1421 McCarthy Boulevard, Milpitas, California 95035 |
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David L. Teichmann
Senior Vice President, General Counsel and Secretary
GoRemote Internet Communications, Inc.
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GoRemote Internet Communications, Inc.
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1421 McCarthy Boulevard, Milpitas, California 95035 |
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RLH Investors, LP
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N/A
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c/o GoRemote Internet Communications, Inc., 1421 McCarthy Boulevard, Milpitas, California 95035 |
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Gemini Investors, Inc.
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N/A
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c/o GoRemote Internet Communications, Inc., 1421 McCarthy Boulevard, Milpitas, California 95035 |
EXHIBITS
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| Exhibit No. |
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Description |
2.1*
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Agreement of Merger, dated as of December
9, 2005, by and among iPass Inc., Keystone
Acquisition Sub, Inc., a wholly-owned
subsidiary of iPass Inc. and GoRemote
Internet Communications, Inc. |
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2.2
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Form of Voting Agreement |
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Previously filed as exhibit number 10.22 on iPass’ Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 12, 2005, and incorporated by reference
herein. |