form8k.htm
UNITED STATES
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 3, 2009
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iPass Inc.
(Exact name of Registrant as specified in its charter)

______________


Delaware
000-50327
93-1214598
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
   

 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 3, 2009, iPass Inc. distributed a letter to its stockholders.  A copy of the letter to stockholders is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

The information in this current report and in the accompanying exhibit shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.  The information contained in this current report and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by iPass Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.
  
Description
99.1
  
Letter to Stockholders

 
 
 

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.


 
iPass Inc.
  
       
 
By:
/s/ Frank Verdecanna
  
   
Name:
  Frank Verdecanna
   
Title:
  Vice President and Chief Financial Officer
  (Principal Financial Officer)


Dated:  March 3, 2009

 
 
 

EXHIBIT INDEX

Exhibit No.
  
Description
 
Letter to Stockholders