Delaware
(State
of Incorporation)
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93-1214598
(I.R.S.
Employer Identification No.)
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Timothy
J. Moore, Esq.
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William
P. Garvey
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|
Cooley
Godward Kronish LLP
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Vice
President and General Counsel
|
|
Five
Palo Alto Square
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iPass
Inc.
|
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3000
El Camino Real
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3800
Bridge Parkway
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Palo
Alto, CA 94306-2155
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Redwood
Shores, CA 94065
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(650)
843-5000
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(650)
232-4100
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Proposed
maximum
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Proposed
maximum
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|||||||||||||
Title
of securities
|
offering
|
aggregate
|
Amount
of
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|||||||||||
to
be registered (1)
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Amount
to be registered (1)
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price
per share (2)
|
offering
price (2)
|
registration
fee
|
||||||||||
Common
Stock, par value $0.001 per share
|
4,102,192
shares
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$1.17
|
$4,799,565
|
$343
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(1)
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This
represents an increase in the number of shares of common stock of the
registrant reserved for issuance under the plans pursuant to an evergreen
provision contained therein, such increase resulting from the evergreen
provision as applied to the plans on January 1, 2006, consisting
of: 3,210,160 shares issuable pursuant to the
2003 Equity Incentive Plan; 250,000 shares issuable pursuant to
the 2003 Non-Employee Directors Plan; and 642,032 shares issuable pursuant
to the 2003 Employee Stock Purchase Plan. 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.
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(2)
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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 March 19, 2010, as reported on the Nasdaq
Global Select Market (pursuant to Rule 457(c) under the
Act).
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Securities
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Number
of Shares
|
Offering
Price Per Share
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Aggregate
Offering Price
|
|||||||||
Shares
reserved for future grant under the 2003 Equity Incentive
Plan
|
3,210,160
|
$ |
1.17
|
$ |
3,755,887
|
|||||||
Shares
reserved for future grant under the 2003 Non-Employee Directors
Plan
|
250,000
|
$ |
1.17
|
$ |
292,500
|
|||||||
Shares
reserved for future grant under the 2003 Employee Stock Purchase
Plan
|
642,032
|
$ |
1.17
|
$ |
751,178
|
|||||||
Proposed
Maximum Offering Price
|
—
|
—
|
$ |
4,799,565
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Item
3.
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Incorporation
of Documents by Reference.
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(1)
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our
Annual Report on Form 10-K for the year ended December 31, 2009, filed
with the Commission on March 16,
2010;
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(2)
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our
Current Report on Form 8-K filed with the Commission on January 5,
2010;
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(3)
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our
Current Report on Form 8-K filed with the Commission on January 26,
2010;
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(4)
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our
Current Report on Form 8-K filed with the Commission on February 3, 2010;
and
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(5)
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the
description of our common stock included in our Registration Statement on
Form S-1 filed with the Commission on January 24, 2003 pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended, including
any amendments or reports we file for the purpose of updating that
description.
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Item
4.
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Description
of Securities.
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Item
5.
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Interests
of Named Experts and Counsel.
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Item
6.
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Indemnification
of Directors and Officers.
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Item
7.
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Exemption
From Registration Claimed.
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Item
8.
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Exhibits.
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Exhibit
Number
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||
4.1
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Amended
and Restated Certificate of Incorporation.(1)
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4.2
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Certificate
of Amendment to Amended and Restated Certificate of
Incorporation.(2)
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4.3
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Certificate
of Change to Certificate of Incorporation. (3)
|
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4.4
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Amended
and Restated Bylaws.(4)
|
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4.5
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Specimen
stock certificate.(5)
|
|
5.1
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Opinion
of Cooley Godward Kronish LLP.
|
|
23.1
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Consent
of Independent Registered Public Accounting Firm.
|
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23.2
|
Consent
of Cooley Godward Kronish LLP is contained in Exhibit 5.1 to this
Registration Statement.
|
|
24.1
|
Power
of Attorney is contained on the signature pages.
|
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99.1
|
2003 Equity
Incentive Plan. (6)
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|
99.2
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2003
Non-Employee Directors Plan. (6)
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|
99.3
|
2003
Employee Stock Purchase Plan. (5)
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(1)
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Filed
as Exhibit 3.1 to our Quarterly Report on Form 10-Q (Commission No.
000-50327), as amended, filed with the Commission on November 13, 2003,
and incorporated by reference
herein.
|
(2)
|
Filed
as Exhibit 3.2 to our Quarterly Report on Form 10-Q (Commission No.
000-50327), as amended, filed with the Commission on August 7, 2009, and
incorporated by reference herein.
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(3)
|
Filed
as Exhibit 3.1 to our Current Report on Form 8-K (Commission No.
000-50327), filed with the Commission on February 3, 2010, and
incorporated by reference herein.
|
(4)
|
Filed
as Exhibit 3.1 to our Quarterly Report on Form 10-Q (Commission No.
000-50327), filed with the Commission on August 11, 2008, and incorporated
by reference herein.
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(5)
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Filed
as the like-described Exhibit to our Registration Statement on Form S-1
(Commission No. 333-102715), as amended, filed with the Commission on
January 24, 2003, and incorporated by reference
herein.
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(6)
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Filed
as an appendix to our Definitive Proxy Statement (Commission No. 000-
50327), filed with the Commission on July 14, 2009, and incorporated
herein by reference.
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Item
9.
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Undertakings.
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1.
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The
undersigned Registrant hereby
undertakes:
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2.
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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3.
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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IPASS
INC.
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||||
By:
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/s/
Evan L. Kaplan
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|||
Evan
L. Kaplan
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||||
President
and Chief Executive Officer
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Signature
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Title
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Date
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||
/s/
Evan L. Kaplan
Evan L. Kaplan
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President,
Chief Executive Officer and Director (Principal Executive
Officer)
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March
23, 2010
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||
/s/
Steven H. Gatoff
Steven
H. Gatoff
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Senior
Vice President and Chief Financial Officer (Principal Financial and
Accounting Officer)
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March
23, 2010
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||
/s/
A. Gary Ames
A. Gary Ames
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Director
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March
17, 2010
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||
/s/
John D. Beletic
John D. Beletic
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Director
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March
23, 2010
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||
/s/
Peter G. Bodine
Peter G. Bodine
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Director
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March
23, 2010
|
||
/s/
Peter Clapman
Peter Clapman
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Director
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March
18, 2010
|
||
/s/
Gary Griffiths
Gary
Griffiths
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Director
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March
19, 2010
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||
/s/
Robert J. Majteles
Robert
J. Majteles
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Director
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March
17, 2010
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||
/s/
Samuel L. Schwerin
Samuel
L. Schwerin
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Director
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March
17, 2010
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||
/s/
Allan R. Spies
Allan R. Spies
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Director
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March
23, 2010
|
||
/s/
Kenneth H. Traub
Kenneth
H. Traub
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Director
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March
23, 2010
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Exhibit
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||
Number
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4.1
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Amended
and Restated Certificate of Incorporation.(1)
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4.2
|
Certificate
of Amendment to Amended and Restated Certificate of
Incorporation.(2)
|
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4.3
|
Certificate
of Change to Certificate of Incorporation. (3)
|
|
4.4
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Amended
and Restated Bylaws.(4)
|
|
4.5
|
Specimen
stock certificate.(5)
|
|
5.1
|
Opinion
of Cooley Godward Kronish LLP.
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm.
|
|
23.2
|
Consent
of Cooley Godward Kronish LLP is contained in Exhibit 5.1 to this
Registration Statement.
|
|
24.1
|
Power
of Attorney is contained on the signature pages.
|
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99.1
|
2003 Equity
Incentive Plan. (6)
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99.2
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2003
Non-Employee Directors Plan. (6)
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99.3
|
2003
Employee Stock Purchase Plan. (5)
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(1)
|
Filed
as Exhibit 3.1 to our Quarterly Report on Form 10-Q (Commission No.
000-50327), as amended, filed with the Commission on November 13, 2003,
and incorporated by reference
herein.
|
(2)
|
Filed
as Exhibit 3.2 to our Quarterly Report on Form 10-Q (Commission No.
000-50327), as amended, filed with the Commission on August 7, 2009, and
incorporated by reference herein.
|
(3)
|
Filed
as Exhibit 3.1 to our Current Report on Form 8-K (Commission No.
000-50327), filed with the Commission on February 3, 2010, and
incorporated by reference herein.
|
(4)
|
Filed
as Exhibit 3.1 to our Quarterly Report on Form 10-Q (Commission No.
000-50327), filed with the Commission on August 11, 2008, and incorporated
by reference herein.
|
(5)
|
Filed
as the like-described Exhibit to our Registration Statement on Form S-1
(Commission No. 333-102715), as amended, filed with the Commission on
January 24, 2003, and incorporated by reference
herein.
|
(6)
|
Filed
as an appendix to our Definitive Proxy Statement (Commission No. 000-
50327), filed with the Commission on July 14, 2009, and incorporated
herein by reference.
|