UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 27, 2006
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
(Address of principal executive offices)
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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 (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
Item 7.01 Regulation FD Disclosure.
On Wednesday, September 27, 2006, at 9:09 a.m., Ken Denman, President and Chief Executive
Officer of iPass Inc., sent an email to Michael McConnell, Gene Krieger and Stanley Gold of
Shamrock Activist Value Fund (“Shamrock”). The purpose of the email was to respond to Shamrock’s
request for iPass Board representation by Shamrock and/or shareholder representatives. Mr.
Denman’s email stated that if they “have ideas on candidates who can add to the ‘skills and
capabilities on our Board’ and help ‘drive iPass through its next stages of development and value
creation,’ we would welcome your ideas and invite you to send them to our Corporate Governance and
Nominating Committee using the process that we described in our proxy statement . . ..” A copy of
the text drafted by Mr. Denman and sent by email to Messrs. McConnell, Krieger and Gold on
September 27, 2006, together with the text from the iPass proxy statement attached to that email,
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Late in the afternoon on that same day, September 27, 2006, at 4:42 p.m., Bruce Posey, as Secretary
of iPass, received a letter from Michael McConnell of Shamrock demanding to inspect a broad range
of records at iPass. The letter alleges that “[t]he purpose of this demand to inspect the
Company’s Books and Records is to investigate possible mismanagement, misrepresentation by
management of cost savings associated with the merger with GoRemote, misrepresentation by
management of an integration plan with respect to the merger with GoRemote, waste of corporate
assets, and lack of due care and appropriate due diligence by the Company’s Directors and senior
management when evaluating the proposed merger with GoRemote.” Shamrock’s letter of September 27,
2006 is filed as Exhibit 16 to Shamrock’s Schedule 13D/A filed with the Securities and Exchange
Commission on September 28, 2006.
On October 4, 2006, iPass Inc. sent a letter to Michael McConnell of Shamrock responding to Mr.
McConnell’s September 27, 2006 letter, declining to provide the records requested, asserting, among
other things, that Shamrock’s records request demand had not been presented for a proper purpose.
A copy of iPass’ letter, dated October 4, 2006, is furnished as Exhibit 99.2 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Text drafted by Mr. Denman and sent by email to Messrs. McConnell, Krieger and Gold on
September 27, 2006, together with the text from the iPass proxy statement attached to that
email. |
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99.2
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Letter from iPass Inc. to Michael J. McConnell at the Shamrock Activist Value Fund, dated
October 4, 2006. |