iPASS
INC.
|
(Name
of Registrant as Specified in Its Charter)
|
FOXHILL
OPPORTUNITY MASTER FUND, L.P.
FOXHILL
OPPORTUNITY FUND, L.P.
FOXHILL
OPPORTUNITY OFFSHORE FUND, LTD.
FOXHILL
CAPITAL (GP), LLC
FOXHILL
CAPITAL PARTNERS, LLC
NEIL
WEINER
RANDALL
C. BASSETT
KENNETH
H. TRAUB
PAUL
A.
GALLEBERG
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
1.
|
To
elect Foxhill’s slate of three director nominees to the Board in
opposition to three of the Company’s incumbent
directors;
|
2.
|
To
ratify the appointment of KPMG LLP as the independent registered public
accounting firm of the Company for the fiscal year ending December 31,
2009;
|
3.
|
To
consider and vote upon an amendment to iPass’ Amended and Restated
Certificate of Incorporation to declassify the Board, so that members of
the Board, following the Annual Meeting, will be elected for one year
terms; and
|
4.
|
To
transact such other business as may properly come before the Annual
Meeting, or any adjournment
thereof.
|
Thank
you for your support,
|
|
Neil
Weiner
Foxhill
Opportunity Master Fund, L.P.
|
If
you have any questions, require assistance in voting your GOLD proxy
card,
or
need additional copies of Foxhill’s proxy materials, please
contact
Innisfree
M&A Incorporated at the address or phone numbers listed
below.
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 456-3510
Banks
and Brokers Call Collect at: (212) 750-5833
|
·
|
If
your Shares are registered in your own name, please sign and date the
enclosed GOLD
proxy card and return it to Foxhill, c/o Innisfree M&A Incorporated,
in the enclosed envelope today.
|
·
|
If
your Shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together
with a GOLD voting
form, are being forwarded to you by your broker or bank. As a
beneficial owner, you must instruct your broker, trustee or other
representative how to vote. Your broker cannot vote your Shares
on your behalf without your
instructions.
|
·
|
Depending
upon your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed
voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting
form.
|
·
|
We
are a long-term stockholder of Shares of iPass, making our first
investment in Shares of iPass in June
2006.
|
·
|
On
March 13, 2008, we sent a letter to Kenneth Denman, who at the time served
as the President, Chief Executive Officer and Chairman of the Board,
urging the Board to commence a sale process and to set up an independent
committee to review the process.
|
·
|
On
June 2, 2008, Mr. Weiner participated in a teleconference with three
members of the Board, Allen R. Spies, iPass’ lead independent director,
Peter Clapman and Michael McConnell, who resigned from his position as a
member of the Board, effective October 31,
2008.
|
·
|
On
June 25, 2008, Mr. Weiner sent a letter to Mr. Spies, summarizing the
issues that Mr. Weiner raised during the June 2, 2008 teleconference call,
including Mr. Weiner’s request that the Company engage an outside
consultant to review management’s business plan, the need for enhancing
performance accountability for management and reviewing and changing
benchmarks for management compensation, and Mr. Weiner’s request that the
Board commence a process to initiate the sale of the Company and establish
an independent committee to review the
process.
|
·
|
On
July 21, 2008, the Foxhill Parties filed a Schedule 13D with the
Securities and Exchange Commission (the “SEC”), disclosing that the
Foxhill Parties had acquired in excess of 5% of the
Shares.
|
·
|
On
September 18, 2008, Mr. Weiner sent a letter to Mr. Spies, describing
stockholder displeasure with the Company’s Board, as evidenced by the
significant number of stockholders that withheld their vote for two of the
Company’s independent directors, John D. Beletic, the current Chairman of
the Board, and A. Gary Ames, at the Company’s 2008 annual meeting of
stockholders. In the letter, Mr. Weiner also reiterated his request that
the Company commence a sale process
immediately.
|
·
|
On
November 3, 2008, the Company announced, for the first time, that it had
engaged an investment-banking firm to explore strategic alternatives in
June 2008. Without disclosing the name of the firm or the
details of the alternatives considered, the Board unanimously determined
to continue to focus on a stand-alone
strategy.
|
·
|
On
December 9, 2008, Mr. Weiner met with Evan Kaplan, the Company’s recently
appointed President and Chief Executive Officer, Frank E. Verdecanna, the
Company’s Vice President and Chief Financial Officer, and Mr.
Beletic. During the meeting, Mr. Weiner reiterated his concerns
about the Company’s operating performance, lack of profitability and the
Board’s lack of transparency during its consideration of strategic
alternatives.
|
·
|
On
December 30, 2008, we delivered a letter to the Company, pursuant to Rule
14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), submitting a proposal and supporting statement for inclusion in the
Company’s proxy statement to declassify the
Board.
|
·
|
We
received a reply letter, dated January 12, 2009, from iPass requesting
that we make certain corrections to our proposal and supporting statement,
including to make our proposal
non-binding.
|
·
|
On
January 23, 2009, we submitted a revised non-binding proposal and
supporting statement to iPass, for inclusion in the Company’s proxy
statement, recommending that the Board take those steps necessary, in
accordance with applicable law, to remove the classification of the
Board.
|
·
|
On
February 27, 2009, we delivered a letter to the Company providing notice
to iPass, in accordance with its Bylaws, as to our nomination of the
Nominees for election to the Board, and our submission of a non-binding
proposal to declassify the Board, for consideration at the Annual
Meeting.
|
·
|
On
March 3, 2009, we issued a press release in which we announced our
nomination of the Nominees and submission of the non-binding proposal to
recommend the declassification of the Board, and in which we reiterated
our concerns with the Board’s business strategies, including its poor
capital allocation decisions, consistent failure to deliver on Company
forecasts and its lack of transparency in exploring strategic
alternatives.
|
·
|
On
March 4, 2009, Mr. Weiner met with Messrs. Kaplan and
Verdecanna. During this meeting, Messrs. Weiner, Kaplan and
Verdecanna discussed, among other things, the Company’s inability to
achieve profitability. Mr. Weiner requested quantitative data
with respect to return on investment, but was not provided with any such
information. Messrs. Kaplan and Verdecanna also raised
the possibility of Mr. Weiner serving as a director on the Board in lieu
of our slate of Nominees. We did not believe the appointment of
one new director would ensure that the interests of all stockholders would
be vigorously represented in the Board room. The Board refused
to consider the appointment of any of our Nominees and as a result, we
decided to proceed with this
solicitation.
|
·
|
On
April 7, 2009, we delivered a letter to the Board expressing our view that
recent actions taken by the Board including with respect to executive
incentive compensation fail to align management incentives with the
objective of achieving profitability and enhancing stockholder value and
demonstrate poor corporate governance practices. We also
reiterated our belief that our three independent director Nominees would
provide meaningful change to the Board and suggested that the Board avoid
the expense of a proxy contest by immediately appointing our three
Nominees to the Board.
|
·
|
On
April 9, 2009, we filed a preliminary proxy statement with the SEC,
including a non-binding proposal to declassify the Board, in order to
permit us to solicit votes for such
proposal.
|
·
|
On
April 14, 2009, legal counsel to iPass contacted our legal counsel stating
that the Company intended to include a binding proposal to declassify the
Board in its proxy statement and requested the withdrawal of our
non-binding proposal.
|
·
|
On
April 16, 2009, we delivered a letter to the Company formally withdrawing
our non-binding proposal to declassify the Board, provided, that the
Company include, solicit and recommend for approval by the Company’s
stockholders in its definitive proxy statement for the Annual Meeting, a
binding proposal to amend the Company’s Amended and Restated Certificate
of Incorporation to declassify the
Board.
|
·
|
On
April 17, 2009, the Company filed its preliminary proxy statement, which
included a binding proposal to amend the Company’s Amended and Restated
Certificate of Incorporation to declassify the
Board.
|
Ø
|
iPass’
stock performance lags behind indices and its
peers;
|
Ø
|
iPass’
stock trades with a negative enterprise
value;
|
Ø
|
iPass’
poor track record of overseeing acquisitions has eroded stockholder
value;
|
Ø
|
iPass’
operating performance has significantly deteriorated under senior
management and the Board;
|
Ø
|
The
Board has lacked transparency and failed to announce any viable strategic
alternatives to maximize stockholder value;
and
|
Ø
|
iPass
has maintained poor corporate governance
practices.
|
12/31/03
|
12/31/04
|
12/31/05
|
12/31/06
|
12/31/07
|
12/31/08
|
|||||||||||||||||||
iPass
Inc.
|
100.00 | 46.22 | 40.97 | 36.73 | 25.36 | 7.62 | ||||||||||||||||||
Russell
2000 Index
|
100.00 | 117.49 | 121.40 | 142.12 | 135.10 | 88.09 | ||||||||||||||||||
Nasdaq
Market Index
|
100.00 | 108.41 | 110.79 | 122.16 | 134.29 | 79.25 |
Ø
|
Under
the Company’s Amended and Restated Certificate of Incorporation, all
vacancies on the Board, including those resulting from removal or an
enlargement of the Board, are to be filled by
directors. Stockholders may fill vacancies or newly created
directorships only if the Board adopts a resolution granting such
authority.
|
Ø
|
Stockholders
do not have an express right to call a special meeting under the Company’s
Bylaws.
|
Ø
|
Stockholders
may not act by written consent.
|
Ø
|
Under
the Company’s Amended and Restated Certificate of Incorporation, the
affirmative vote of at least 66⅔% of stockholders entitled to vote is
required in order to amend the Company’s Bylaws. However, the
Board is authorized to adopt, amend or repeal the Company’s Bylaws without
stockholder vote.
|
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per
Share($)
|
Date
of
Purchase /
Sale
|
FOXHILL OPPORTUNITY MASTER FUND,
L.P.
|
3,000
|
5.6927
|
01/08/07
|
|
15,000
|
5.4383
|
01/17/07
|
|
10,000
|
5.4250
|
01/17/07
|
|
10,000
|
5.1300
|
01/18/07
|
|
17,195
|
5.1090
|
01/18/07
|
|
10,000
|
5.1139
|
01/18/07
|
|
10,000
|
5.1478
|
01/18/07
|
|
10,000
|
5.1465
|
01/23/07
|
|
10,000
|
5.1855
|
01/23/07
|
|
10,000
|
5.1541
|
01/25/07
|
|
10,000
|
5.1908
|
01/25/07
|
|
20,000
|
5.1073
|
01/26/07
|
|
5,262
|
5.2500
|
01/31/07
|
|
(2,500)
|
4.8263
|
02/02/07
|
|
(5,000)
|
4.8386
|
02/15/07
|
|
3,000
|
5.0000
|
03/02/07
|
|
5,000
|
4.9078
|
03/13/07
|
|
(8,000)
|
4.8505
|
04/20/07
|
|
(5,000)
|
4.8650
|
04/23/07
|
|
(5,000)
|
4.7726
|
04/25/07
|
|
10,000
|
5.3660
|
05/04/07
|
|
10,000
|
5.1466
|
05/14/07
|
|
10,000
|
5.0696
|
05/16/07
|
|
10,000
|
5.0935
|
05/18/07
|
|
10,000
|
5.2240
|
05/21/07
|
|
3,000
|
5.2900
|
05/25/07
|
|
10,000
|
5.3550
|
06/05/07
|
|
5,000
|
5.3317
|
06/05/07
|
|
5,000
|
5.3632
|
06/11/07
|
|
(700)
|
4.7366
|
06/13/07
|
|
5,000
|
5.3834
|
06/14/07
|
|
5,000
|
5.5300
|
06/15/07
|
|
(156,300)
|
4.6738
|
06/15/07
|
|
10,000
|
5.6814
|
06/28/07
|
|
5,000
|
5.4909
|
06/29/07
|
|
10,000
|
5.4860
|
06/29/07
|
|
5,000
|
5.4632
|
07/05/07
|
5,000
|
5.5766
|
07/12/07
|
|
3,000
|
5.5800
|
07/17/07
|
|
5,000
|
5.5900
|
07/17/07
|
|
5,000
|
5.2886
|
07/24/07
|
|
10,000
|
5.2697
|
07/25/07
|
|
5,000
|
5.1087
|
07/26/07
|
|
30,000
|
5.1170
|
07/26/07
|
|
20,000
|
5.0769
|
07/27/07
|
|
5,000
|
4.7964
|
07/30/07
|
|
10,000
|
4.7393
|
08/01/07
|
|
5,000
|
4.4448
|
08/06/07
|
|
4,886
|
4.5202
|
08/09/07
|
|
7,206
|
4.5346
|
08/10/07
|
|
25,000
|
4.4635
|
08/13/07
|
|
25,000
|
4.5500
|
08/13/07
|
|
10,000
|
4.3700
|
08/14/07
|
|
15,000
|
4.4393
|
08/23/07
|
|
35,000
|
4.2997
|
08/24/07
|
|
5,000
|
4.2691
|
08/28/07
|
|
15,000
|
4.2846
|
08/29/07
|
|
5,000
|
4.1881
|
08/29/07
|
|
1,000
|
4.2200
|
08/30/07
|
|
5,050
|
4.4230
|
08/31/07
|
|
5,000
|
4.4200
|
09/06/07
|
|
5,000
|
4.3000
|
09/07/07
|
|
5,000
|
4.2918
|
09/07/07
|
|
10,000
|
4.2185
|
09/10/07
|
|
5,000
|
4.2584
|
09/10/07
|
|
5,000
|
4.2496
|
09/11/07
|
|
10,000
|
4.1484
|
09/12/07
|
|
20,000
|
4.0963
|
09/14/07
|
|
5,000
|
4.0500
|
09/17/07
|
|
10,000
|
4.0667
|
09/18/07
|
|
60,000
|
4.7033
|
09/21/07
|
|
5,000
|
4.2000
|
09/25/07
|
|
15,000
|
4.2000
|
09/25/07
|
|
10,000
|
4.2245
|
09/26/07
|
|
25,000
|
4.1872
|
10/01/07
|
|
5,000
|
4.1500
|
10/02/07
|
|
15,000
|
4.2093
|
10/04/07
|
|
5,000
|
4.2311
|
10/04/07
|
|
10,000
|
4.2796
|
10/10/07
|
|
5,000
|
4.5410
|
10/11/07
|
|
875
|
4.2900
|
10/19/07
|
|
22,700
|
4.2441
|
10/22/07
|
5,000
|
4.2800
|
10/24/07
|
|
8,000
|
4.2369
|
11/06/07
|
|
50,000
|
4.1143
|
11/07/07
|
|
10,000
|
4.1026
|
11/09/07
|
|
15,000
|
4.1276
|
11/12/07
|
|
(5,380)
|
5.2765
|
11/14/07
|
|
20,000
|
4.1544
|
11/19/07
|
|
5,000
|
4.1700
|
11/20/07
|
|
55,000
|
4.0795
|
11/26/07
|
|
(25,000)
|
5.4962
|
11/28/07
|
|
10,000
|
4.0500
|
12/04/07
|
|
5,000
|
4.1328
|
12/07/07
|
|
1,000
|
4.6400
|
12/07/07
|
|
50,000
|
4.0772
|
12/10/07
|
|
10,000
|
4.0949
|
12/12/07
|
|
25,600
|
4.1409
|
12/13/07
|
|
20,000
|
4.1187
|
12/14/07
|
|
25,000
|
4.0510
|
12/17/07
|
|
5,000
|
4.0500
|
12/18/07
|
|
337,000
|
4.0527
|
12/19/07
|
|
3,200
|
4.0700
|
12/20/07
|
|
54,000
|
4.6307
|
12/21/07
|
|
(20,000)
|
5.5920
|
12/21/07
|
|
125,000
|
4.0473
|
12/28/07
|
|
20,000
|
4.0813
|
12/31/07
|
|
10,000
|
3.8200
|
01/04/08
|
|
15,000
|
3.7337
|
01/07/08
|
|
20,000
|
3.6385
|
01/09/08
|
|
20,000
|
3.8258
|
01/10/08
|
|
5,000
|
3.7804
|
01/11/08
|
|
10,000
|
3.4471
|
01/18/08
|
|
15,000
|
3.4717
|
01/18/08
|
|
10,000
|
3.6000
|
01/18/08
|
|
15,000
|
3.1256
|
01/22/08
|
|
10,000
|
3.3490
|
01/23/08
|
|
10,000
|
3.1392
|
01/30/08
|
|
30,000
|
3.1441
|
01/31/08
|
|
20,000
|
3.1240
|
02/01/08
|
|
5,000
|
3.1100
|
02/05/08
|
|
5,100
|
3.0298
|
02/07/08
|
|
25,100
|
3.0231
|
02/08/08
|
|
10,000
|
3.0100
|
02/14/08
|
|
10,000
|
2.8900
|
02/15/08
|
|
5,000
|
2.8479
|
02/29/08
|
|
10,000
|
2.7806
|
03/03/08
|
10,000
|
2.8300
|
03/03/08
|
|
5,000
|
2.7334
|
03/04/08
|
|
5,000
|
2.7200
|
03/06/08
|
|
30,000
|
2.6214
|
03/07/08
|
|
10,000
|
2.5400
|
03/10/08
|
|
500
|
3.8900
|
03/11/08
|
|
(10,000)
|
5.4581
|
03/17/08
|
|
(20,000)
|
5.3666
|
03/18/08
|
|
(5,000)
|
5.1300
|
03/19/08
|
|
(20,000)
|
5.1103
|
03/19/08
|
|
(10,000)
|
5.1208
|
03/19/08
|
|
19,500
|
3.8900
|
03/20/08
|
|
(40,000)
|
5.1607
|
03/20/08
|
|
(20,000)
|
5.0912
|
03/24/08
|
|
(20,000)
|
5.1406
|
03/24/08
|
|
(20,000)
|
5.2416
|
03/25/08
|
|
100,000
|
3.0474
|
03/31/08
|
|
25,000
|
3.0851
|
04/01/08
|
|
10,000
|
3.0416
|
04/07/08
|
|
5,000
|
2.9088
|
04/08/08
|
|
5,000
|
2.7800
|
04/10/08
|
|
10,000
|
2.6838
|
04/11/08
|
|
5,000
|
2.6183
|
04/14/08
|
|
5,000
|
2.6100
|
04/15/08
|
|
200,000
|
2.1773
|
05/09/08
|
|
10,000
|
2.2285
|
05/19/08
|
|
10,000
|
2.2074
|
05/20/08
|
|
34,764
|
2.1055
|
05/21/08
|
|
39,101
|
2.0537
|
05/22/08
|
|
23,300
|
2.1151
|
05/23/08
|
|
25,000
|
2.1321
|
05/27/08
|
|
10,000
|
2.1973
|
05/28/08
|
|
25,000
|
2.1769
|
05/29/08
|
|
200,000
|
2.1547
|
05/30/08
|
|
20,000
|
2.1333
|
06/02/08
|
|
5,000
|
2.2657
|
06/09/08
|
|
50,000
|
2.1232
|
06/11/08
|
|
25,000
|
2.1193
|
06/12/08
|
|
17,600
|
2.1080
|
06/18/08
|
|
10,000
|
2.1100
|
06/19/08
|
|
20,000
|
2.0794
|
06/20/08
|
|
10,000
|
2.0584
|
06/23/08
|
|
10,000
|
2.0600
|
06/23/08
|
|
20,000
|
2.0587
|
06/24/08
|
|
50,000
|
2.0494
|
06/25/08
|
20,000
|
2.0270
|
06/26/08
|
|
51,400
|
2.0311
|
06/27/08
|
|
50,000
|
2.1214
|
06/30/08
|
|
10,000
|
2.0100
|
07/01/08
|
|
2,600
|
2.0000
|
07/01/08
|
|
10,000
|
2.0000
|
07/03/08
|
|
70,300
|
1.9298
|
07/07/08
|
|
30,000
|
1.8620
|
07/08/08
|
|
102,732
|
1.8527
|
07/09/08
|
|
300,000
|
1.7322
|
07/10/08
|
|
50,000
|
1.6850
|
07/11/08
|
|
20,000
|
1.7298
|
07/14/08
|
|
50,000
|
1.6324
|
07/14/08
|
|
17,300
|
1.6300
|
07/15/08
|
|
100,000
|
1.9150
|
07/23/08
|
|
10,000
|
1.9004
|
07/29/08
|
|
20,000
|
1.9426
|
07/31/08
|
|
10,000
|
1.9740
|
08/08/08
|
|
10,000
|
1.5524
|
10/07/08
|
|
(23,870)
|
5.1006
|
10/16/08
|
|
(30,000)
|
5.3137
|
10/30/08
|
|
(20,100)
|
5.5638
|
10/31/08
|
|
(10,000)
|
5.4936
|
11/03/08
|
|
(300)
|
5.4860
|
11/04/08
|
|
29,750
|
1.3537
|
12/01/08
|
|
4,250
|
1.2500
|
12/02/08
|
|
127,500
|
1.2100
|
12/02/08
|
|
14,875
|
1.0582
|
12/04/08
|
|
17,000
|
1.1025
|
12/05/08
|
|
5,950
|
1.2543
|
01/28/09
|
|
425
|
1.2320
|
01/29/09
|
|
850
|
1.2560
|
01/30/09
|
|
5,610
|
1.1700
|
02/04/09
|
|
16,320
|
1.1897
|
02/05/09
|
|
4,930
|
1.1991
|
02/11/09
|
|
59,500
|
1.0600
|
02/12/09
|
|
10,000
|
1.1800
|
02/12/09
|
|
10,000
|
1.0800
|
02/13/09
|
|
6,841
|
1.0700
|
02/18/09
|
|
215,283*
|
0.9300
|
02/26/09
|
RANDALL C.
BASSETT
|
10,000
|
1.231
|
12/08/08
|
|
50
|
1.225
|
12/09/08
|
|
3,950
|
1.186
|
12/10/08
|
|
10,000
|
1.127
|
12/11/08
|
|
100
|
1.457
|
12/15/08
|
|
9,900
|
1.112
|
12/16/08
|
|
11,000
|
1.128
|
02/12/09
|
|
4,204
|
1.071
|
02/13/09
|
|
5,796
|
1.071
|
02/17/09
|
|
8,000**
|
0.986
|
02/24/09
|
|
10,000
|
0.931
|
03/05/09
|
|
10,000
|
0.951
|
03/05/09
|
KENNETH H.
TRAUB
|
1,700
|
2.045
|
08/11/08
|
|
109
|
2.619
|
08/14/08
|
|
4,891
|
2.211
|
08/15/08
|
|
5,000
|
2.191
|
08/21/08
|
|
3,175
|
1.783
|
11/04/08
|
|
100
|
1.760
|
11/05/08
|
|
1,725
|
1.770
|
11/05/08
|
|
10,000
|
1.731
|
11/05/08
|
|
6,100
|
1.508
|
11/06/08
|
|
1,700
|
1.530
|
11/06/08
|
|
2,200
|
1.510
|
11/06/08
|
|
5,000
|
1.630
|
11/06/08
|
|
5,000
|
1.682
|
11/06/08
|
|
1,200
|
1.258
|
12/02/08
|
|
3,800
|
1.250
|
12/02/08
|
|
5,000
|
1.130
|
12/03/08
|
|
5,000
|
1.182
|
12/03/08
|
|
3,600
|
1.046
|
12/04/08
|
|
5,000
|
1.082
|
12/04/08
|
|
5,000
|
1.136
|
12/11/08
|
|
5,000
|
1.101
|
02/23/09
|
|
5,000
|
0.968
|
02/24/09
|
|
7,100
|
0.979
|
02/25/09
|
|
2,900
|
0.952
|
02/26/09
|
PAUL A.
GALLEBERG
|
10,000***
|
0.9452
|
03/04/09
|
Beneficially
Owned (Including the Number of Shares Shown in the First
Column)
|
||||||||||||
Name
and Address of Beneficial Owner
|
Shares
Issuable Pursuant to Options Exercisable Within 60 Days of March 1,
2009
|
Shares
|
Percent
|
|||||||||
Evan
L. Kaplan
|
— | — | * | |||||||||
Kenneth
D. Denman(1)
|
— | 2,528,300 | 4.0 | % | ||||||||
John
Charters
|
345,000 | 388,100 | * | |||||||||
Bruce
K. Posey(2)
|
244,430 | 422,063 | * | |||||||||
Frank
Verdecanna
|
174,375 | 223,600 | * | |||||||||
Joel
Wachtler(3)
|
290,000 | 338,800 | * | |||||||||
Arthur
C. Patterson(4)
|
225,000 | 495,480 | * | |||||||||
Peter
G. Bodine(5)
|
225,000 | 261,523 | * | |||||||||
A.
Gary Ames
|
225,000 | 235,000 | * | |||||||||
John
D. Beletic(6)
|
368,000 | 432,000 | * | |||||||||
Allan
R. Spies
|
225,000 | 241,667 | * | |||||||||
Olof
Pripp
|
75,000 | 95,000 | * | |||||||||
Peter
C. Clapman
|
60,000 | 75,000 | * | |||||||||
Stanley
P. Gold(7)
|
30,000 | 6,135,169 | 9.8 | % | ||||||||
Robert
J. Majteles
|
— | — | * | |||||||||
Royce
& Associates LLC(8)
|
— | 3,666,917 | 5.9 | % | ||||||||
Entities
affiliated with Shamrock Partners Activist Value Fund,
L.L.C.(9)
|
— | 6,095,169 | 9.7 | % | ||||||||
Entities
affiliated with Foxhill Opportunity Master Fund, L.P.(10)
|
— | 4,355,162 | 7.1 | % | ||||||||
Entities
affiliated with WC Capital Management, LLC(11)
|
— | 3,531,327 | 5.6 | % | ||||||||
Entities
affiliated with Federated Investors, Inc.(12)
|
— | 3,403,446 | 5.4 | % | ||||||||
All
directors and executive officers as a group (16 persons)
|
— | 12,086,139 | 18.5 | % |
(1)
|
Includes
2,375,300 shares held by the Kenneth D. Denman Revocable Trust. Mr. Denman
resigned as a director, officer and employee of iPass effective November
10, 2008.
|
(2)
|
Mr.
Posey resigned as an iPass employee and officer effective January 30,
2009.
|
(3)
|
Mr.
Wachtler resigned as an iPass employee and officer effective March 31,
2009.
|
(4)
|
Includes
185,439 shares held by Ellmore C. Patterson Partners. ECPP
Managers, LLC is the General Partner of Ellmore C. Patterson Partners, and
Mr. Patterson is a member of the board of managers of ECPP Managers, LLC.
Does not include 187,667 shares held by the ACP Family Partnership, in
which members of Mr. Patterson’s immediate family hold a pecuniary
interest but over which Mr. Patterson holds no voting or investment
power. Mr. Patterson disclaims beneficial ownership of all of
these shares except to the extent of his pecuniary interest
therein.
|
(5)
|
South
Fork Ventures holds 18,327 shares. Mr. Bodine is a Managing
Member of South Fork Ventures. Mr. Bodine disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest
therein.
|
(6)
|
Includes
54,000 shares held in the name of John and Anne Partnership,
Ltd.
|
(7)
|
Funds
affiliated with Shamrock Partners Activist Value Fund, L.L.C., a Delaware
limited liability company (“Shamrock Partners”) hold 6,095,169
shares. Mr. Gold is the President and Chief Executive Officer
of Shamrock Partners. Mr. Gold disclaims beneficial ownership
of the shares held by Shamrock Partners except to the extent of his
pecuniary interest therein.
|
(8)
|
The
address for Royce & Associates, LLC is 1414 Avenue of the Americas,
New York, NY 10019. The data regarding the stock ownership of
Royce & Associates, LLC is as of December 31, 2008 from the Schedule
13G/A filed by Royce & Associates, LLC on January 26,
2009. Includes 3,526,917 shares held by Royce Low Priced Stock
Fund, an investment company registered under the Investment Company Act of
1940 and managed by Royce & Associates,
LLC.
|
(9)
|
Shamrock
Partners is the managing member of Shamrock Activist Value Fund GP,
L.L.C., a Delaware limited liability company (the “General Partner”),
which is the general partner of three funds which collectively own the
shares reported. Shamrock Partners has sole voting and
investment power with respect to all of such shares, the General Partner
has shared voting and investment power with respect to all of these
shares, and each of the funds has shared voting and investment power with
respect to the shares held by the respective funds. The address
for each of these Shamrock entities is 4444 Lakeside Drive, Burbank,
California 91505. The data regarding the stock ownership of Shamrock
Partners is as of November 3, 2008 from the Schedule 13D filed by Shamrock
Partners on November 4, 2008.
|
(10)
|
The
data regarding the stock ownership of Foxhill Opportunity Master Fund,
L.P. has been updated to include information included in the Schedule
13D/A filed by Foxhill Opportunity Master Fund, L.P. and the other
participants in this solicitation on April 8, 2009. The address
for Foxhill Opportunity Master Fund, L.P. is c/o Goldman Sachs (Cayman)
Trust Ltd., Harbour Center, 2nd Floor, N. Church St, PO Box 896,
Georgetown, Grand Cayman, Cayman Islands,
BWI.
|
(11)
|
The
address for WC Capital Management, LLC is 300 Drake Landing Boulevard,
Suite 230, Greenbrea, CA 94904. The data regarding the stock
ownership of WC Capital Management, LLC is as of December 31, 2008 from
the Schedule 13G/A filed by WC Capital Management, LLC on February 13,
2009.
|
(12)
|
The
address for Federated Investors, Inc. is Federated Investors Tower,
Pittsburgh, PA 15222-3779. The data regarding the stock
ownership of Federated Investors, Inc. is as of December 31, 2008 from the
Schedule 13G filed by Federated Investors, Inc. on February 13,
2009.
|
|
●
|
SIGNING
the enclosed GOLD
proxy card,
|
|
●
|
DATING
the enclosed GOLD
proxy card, and
|
|
●
|
MAILING
the enclosed GOLD
proxy card TODAY in the envelope provided (no postage is required if
mailed in the United States).
|
PROPOSAL
NO. 1
|
FOXHILL’S
PROPOSAL TO ELECT AS DIRECTORS RANDALL C. BASSETT, KENNETH H. TRAUB AND
PAUL A. GALLEBERG:
|
FOR
ALL NOMINEES
|
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
|
FOR
ALL EXCEPT NOMINEE(S) WRITTEN BELOW
|
||
Nominees:
|
Randall
C. Bassett
Kenneth
H. Traub
Paul
A. Galleberg
|
[ ]
|
[ ]
|
[ ]
______________
______________
|
PROPOSAL NO.
2
|
THE COMPANY’S PROPOSAL TO RATIFY
THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2009:
|
FOR
|
AGAINST
|
ABSTAIN
|
||
[ ]
|
[ ]
|
[ ]
|
PROPOSAL
NO. 3
|
THE
COMPANY’S PROPOSAL TO APPROVE AN AMENDMENT TO iPASS’ AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE
BOARD:
|
FOR
|
AGAINST
|
ABSTAIN
|
||
[ ]
|
[ ]
|
[ ]
|
DATE:
|
||
(Signature)
|
||
(Signature,
if held jointly)
|
||
(Title
of Authority)
|