UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 14, 2008
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iPass Inc.
(Exact name of Registrant as specified in its charter)
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Delaware | | 000-50327 | | 93-1214598 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | 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) | |
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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 February 14, 2008, Allan R. Spies, the Lead Director of the Board of Directors of iPass Inc., sent a letter to Stanley Gold of Shamrock Capital Advisors, Inc. (“Shamrock”), responding to Shamrock’s Schedule 13D/A filing on January 9, 2008 and the letter included there. A copy of Mr. Spies’ letter is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
| 99.1 | Letter from Allan R. Spies to Stanley Gold of Shamrock Capital Advisors, Inc. |
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/ Bruce K. Posey | |
| | | Name: | Bruce K. Posey |
| | | Title: | Senior Vice President, General Counsel and Secretary |
| | | | | |
Dated: February 14, 2008
EXHIBIT INDEX
Exhibit Description
| 99.1 | Letter from Allan R. Spies to Stanley Gold of Shamrock Capital Advisors, Inc. |
