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Delaware
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000-50327
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93-1214598
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3800 Bridge Parkway, Redwood
Shores, California
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94065
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(Address
of principal executive offices)
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(Zip
Code)
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(650)
232-4100
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(Registrant’s
telephone number, including area code)
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·
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Mr.
Gary Griffiths will be elected to the Board shortly following the 2009
annual meeting of stockholders, to replace a director who will
resign;
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·
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The
Board shall not be increased to more than ten (10) directors at any time
before the iPass 2010 annual meeting of stockholders unless approved by a
majority of the independent directors and the Foxhill
designee;
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·
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If
Mr. Traub is unable to serve as a director at a time when Foxhill owns at
least 5% of the iPass common stock, iPass will appoint a replacement
director reasonably acceptable to
iPass;
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·
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Until
the earlier to occur of December 31, 2010, and the date no Foxhill
designee is serving as a member of the Board and Foxhill has advised iPass
in writing that iPass is no longer obligated to nominate or appoint a
Foxhill designee to the Board under the
agreement: (i) Foxhill will vote all of the shares
it owns in support of each slate of Directors nominated by the Board (and
will not support or participate in any “withhold the vote” or similar
campaign, or support any other nominees other than the slate of Directors
nominated by the Board); (ii) Foxhill will not propose (other than a
private proposal to the Board or committee thereof) any candidates for
election as directors of iPass; and (iii) Foxhill will
not: (A) propose any proxy resolutions or nominees for
director for approval by iPass stockholders; provided, however, that
Foxhill will be entitled to make any non-public proposals or nominee
suggestions it wishes solely to the Board or a committee thereof; or
(B) support any proxy resolutions or conduct any proxy solicitations
or seek to advise or influence in any manner any person with respect to
the voting of iPass voting securities against the recommendation of the
Board on such matters; provided, however, that
other than with respect to the election of directors, Foxhill is not
limited in how it votes its shares;
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·
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Foxhill
withdrew its previously announced notice of its intent to nominate
directors with respect to the iPass 2009 annual meeting of
stockholders;
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·
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iPass
will, subject to the limitations set forth in the
agreement: seek stockholder approval of an amendment to iPass’
outstanding equity awards to cause the value of the awards not to be
impaired by a return of capital to iPass’ stockholders; if such
stockholder approval is received, the Board will declare a dividend of $20
million; and the Board will use its commercially reasonable efforts to
return an additional $20 million to the iPass stockholders by the end of
2009 by tender offer or other means; provided, however, that
the Board shall not be obligated to return any amount of cash if (i) the
Board shall have submitted the return of such cash to the iPass
stockholders for approval and the iPass stockholders shall not have
approved such return of cash, or (ii) the Board shall have determined,
with the advice of counsel, that the return of such cash would cause the
Board to be in breach of its fiduciary duties, or to be in violation of
applicable law; and
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·
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the
Board will continue to recommend that iPass stockholders vote in favor of
the declassification proposal in iPass’ revised definitive proxy statement
for the iPass 2009 annual meeting of
stockholders.
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Exhibit
No.
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Description
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10.1
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Settlement
Agreement, dated June 2, 2009, between iPass Inc. and Foxhill Foxhill
Opportunity Master Fund, L.P. and affiliates
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99.1
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Press Release, dated
June 3, 2009, announcing iPass
to return up to $40 million of capital to
stockholders and the settlement of proxy contest
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iPass
Inc.
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|||||
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Date: June
3, 2009
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By:
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/s/
Frank Verdecanna
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Name:
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Frank
Verdecanna
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Title:
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Vice
President and Chief Financial Officer
(Principal
Financial Officer)
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Exhibit
No.
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Description
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10.1
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Settlement
Agreement, dated June 2, 2009, between iPass Inc. and Foxhill Foxhill
Opportunity Master Fund, L.P. and affiliates
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|
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99.1
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Press Release, dated
June 3, 2009, announcing iPass
to return up to $40 million of capital to stockholders and the
settlement of proxy contest
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