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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): October 5, 2004


iPass Inc.

(Exact name of Registrant as specified in its charter)


Delaware

(State or Other Jurisdiction of Incorporation or Organization)


     
000-50327   93-1214598
(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:

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))



 


TABLE OF CONTENTS

Item 7.01 – Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1


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Item 7.01 – Regulation FD Disclosure

     On October 5, 2004, iPass Inc. reported the acquisition of Safe3w, a privately-held Woodbury, NY company. A copy of the press release issued by iPass concerning the foregoing acquisition is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

     The information in this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

     
Exhibit No.
  Description
99.1
  Press Release, dated October 5, 2004, entitled “iPass Acquires Safe3w.”

 


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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.
 
 
Dated: October 5, 2004  By:   /s/ DONALD C. McCAULEY    
    Donald C. McCauley   
    Vice President, Finance, and
Chief Financial Officer 
 
 

 


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INDEX TO EXHIBITS

     
Exhibit No.
  Description
99.1
  Press Release, dated October 5, 2004, entitled “iPass Acquires Safe3w.”