Delaware | 93-1214598 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
Timothy J. Moore | Karen Willem |
Cooley LLP | Senior Vice President and Chief Financial Officer |
3175 Hanover Street | iPass Inc. |
Palo Alto, CA 94304-1130 | 3800 Bridge Parkway |
(650) 843-5000 | Redwood Shores, CA 94065 |
(650) 232-4100 |
Large accelerated filer | o | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | o |
Title of securities to be registered (1) | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||
Common Stock, par value $0.001 per share | 4,117,061 shares | $1.535 | $6,319,689 | $814 |
(1) | This represents an increase in the number of shares of common stock of the registrant reserved for issuance under the plans pursuant to the evergreen provisions contained therein, consisting of: 3,222,551 shares issuable pursuant to the 2003 Equity Incentive Plan; 250,000 shares issuable pursuant to the 2003 Non-Employee Directors Plan; and 644,510 shares issuable pursuant to the 2003 Employee Stock Purchase Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities 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. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities 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 5, 2014, as reported on the Nasdaq Global Select Market (pursuant to Rule 457(c) under the Securities Act). |
Item 8. | Exhibits. |
Exhibit Number | |||
4.1 | Amended and Restated Certificate of Incorporation.(1) | ||
4.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation.(2) | ||
4.3 | Certificate of Change to Certificate of Incorporation. (3) | ||
4.4 | Amended and Restated Bylaws.(4) | ||
4.5 | Specimen stock certificate.(5) | ||
5.1 | Opinion of Cooley LLP. | ||
23.1 | Consent of Independent Registered Public Accounting Firm. | ||
23.2 | Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement. | ||
24.1 | Power of Attorney is contained on the signature pages. | ||
99.1 | 2003 Equity Incentive Plan (6) | ||
99.2 | 2003 Non-Employee Directors Plan (6) | ||
99.3 | 2003 Employee Stock Purchase Plan (5) |
(1) | Filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q (SEC File 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 (SEC File 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 (SEC File No. 000-50327), filed with the Commission on February 3, 2010, and incorporated by reference herein. |
(4) | Filed as Exhibit 3.4 to Form 10-Q (SEC File No. 000-50327), filed with the Commission on November 7, 2013, and incorporated by reference herein. |
(5) | Filed as the like-described Exhibit to our Registration Statement on Form S-1 (SEC File No. 333-102715), as amended, filed with the Commission on January 24, 2003, and incorporated by reference herein. |
(6) | Filed as an appendix to iPass’ Definitive Proxy Statement (SEC File No. 000- 50327), filed with the Commission on July 14, 2009, and incorporated herein by reference. |
IPASS INC. | ||
By: | /s/ Evan L. Kaplan | |
Evan L. Kaplan | ||
President and Chief Executive Officer |
Signature | Title | Date | ||
/S/ EVAN L. KAPLAN Evan L. Kaplan | President, Chief Executive Officer and Director (Principal Executive Officer) | March 11, 2014 | ||
/S/ Karen Willem Karen Willem | Senior Vice President and Cheif Financial Officer (Principal Financial Officer) | March 11, 2014 | ||
/S/ DARIN R. VICKERY Darin R. Vickery | Vice President and Corporate Controller (Principal Accounting Officer) | March 11, 2014 | ||
/S/ JOHN D. BELETIC John D. Beletic | Chairman and Director | March 11, 2014 | ||
/S/ PETER C. CLAPMAN Peter C. Clapman | Director | March 11, 2014 | ||
/S/ GARY A. GRIFFITHS Gary A. Griffiths | Director | March 11, 2014 | ||
/S/ ROBERT J. MAJTELES Robert J. Majteles | Director | March 11, 2014 | ||
/S/ SAMUEL L. SCHWERIN Samuel L. Schwerin | Director | March 11, 2014 |
Exhibit Number | |||
4.1 | Amended and Restated Certificate of Incorporation.(1) | ||
4.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation.(2) | ||
4.3 | Certificate of Change to Certificate of Incorporation. (3) | ||
4.4 | Amended and Restated Bylaws.(4) | ||
4.5 | Specimen stock certificate.(5) | ||
5.1 | Opinion of Cooley LLP. | ||
23.1 | Consent of Independent Registered Public Accounting Firm. | ||
23.2 | Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement. | ||
24.1 | Power of Attorney is contained on the signature pages. | ||
99.1 | 2003 Equity Incentive Plan (6) | ||
99.2 | 2003 Non-Employee Directors Plan (6) | ||
99.3 | 2003 Employee Stock Purchase Plan (5) |
(1) | Filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q (SEC File 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 (SEC File 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 (SEC File No. 000-50327), filed with the Commission on February 3, 2010, and incorporated by reference herein. |
(4) | Filed as Exhibit 3.4 to our Form 10-Q (SEC File No. 000-50327), filed with the Commission on November 7, 2013, and incorporated by reference herein. |
(5) | Filed as the like-described Exhibit to our Registration Statement on Form S-1 (SEC File No. 333-102715), as amended, filed with the Commission on January 24, 2003, and incorporated by reference herein. |
(6) | Filed as an appendix to iPass’ Definitive Proxy Statement (SEC File No. 000- 50327), filed with the Commission on July 14, 2009, and incorporated herein by reference. |