form8ksrockresp.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
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): March 14, 2008
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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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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| 3800 Bridge Parkway, Redwood
Shores, California |
94065 |
| (Address of
principal executive offices) |
(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))
Item
7.01 Regulation FD Disclosure.
On March
14, 2008, Allan R. Spies, the Lead Director of the Board of Directors of iPass
Inc., sent a letter to Stanley Gold of Shamrock Capital Advisors, Inc.
(“Shamrock”), responding to Shamrock’s Schedule 13D/A filing of March 3, 2008
and the letter included therein. A copy of Mr. Spies’ letter is
furnished as Exhibit 99.1 hereto.
On March
14, 2008, Kenneth Denman, the Chairman of the Board of iPass Inc., sent a letter
to Stanley Gold of Shamrock, responding to Shamrock’s letter described in
Shamrock’s Schedule 13D/A filing of March 5, 2008. A copy of Mr.
Denman’s letter is furnished as Exhibit 99.2 hereto.
On March
14, 2008, Bruce Posey, Senior Vice President and General Counsel of iPass Inc.,
sent a letter responding to Shamrock’s March 7, 2008 notice of intent to
nominate directors for election and submit a stockholder proposal. In
Shamrock’s letter, Shamrock stated that it would take these actions if iPass’
Board of Directors were to “fail to appoint Mr. Stanley P. Gold to the
Board (the “Gold Appointment”) in violation of the terms of the Company’s
February 20, 2007 Agreement.” Mr. Posey’s letter clarified
that:
1. Shamrock does
have the right to have Mr. Gold replace Mr. Peter Clapman in the Board’s slate
of nominees for election at the upcoming annual meeting, provided that Mr. Gold
is “acceptable to iPass in the good faith reasonable discretion of the
Board,” and that iPass fully intends to comply with the February 20,
2007 letter agreement between iPass and Shamrock (the “Agreement”);
2. Because iPass
is fully in compliance with the Agreement, and Shamrock continues to have a
designee serving on the iPass Board, Shamrock’s threats are in direct violation
of the Agreement; specifically, Shamrock's actions are in direct violation of
Sections 5(a), 5(b) and 5(c) of the Agreement; and
3. Just as iPass
intends to comply with the Agreement, it expects Shamrock to comply as well, and
iPass insists Shamrock promptly withdraws its letter.
Item 9.01 Financial Statements
and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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iPass
Inc.
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By:
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/s/
Bruce K. Posey |
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Name:
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Bruce
K. Posey
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Title:
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Senior
Vice President, General Counsel and Secretary
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Dated:
March 14, 2008
EXHIBIT
INDEX