e8vkza
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 15, 2006
iPass Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
| |
|
|
000-50327
(Commission File Number)
|
|
93-1214598
(IRS Employer Identification No.) |
| |
|
|
3800 Bridge Parkway, Redwood Shores, California
(Address of principal executive offices)
|
|
94065
(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 9.01 Financial Statements and Exhibits.
On February 16, 2006, iPass Inc. (“iPass”) filed a Current Report on Form 8-K to report that,
pursuant to the Agreement of Merger dated December 9, 2005, by and among iPass, GoRemote Internet
Communications, Inc., a Delaware corporation (“GoRemote”) and Keystone Acquisition Sub, Inc., a
Delaware corporation and wholly owned subsidiary of iPass (“Merger Sub”), iPass completed its
acquisition of GoRemote (the “Merger”). This Current Report on Form 8-K/A is being filed to provide
the financial statements and pro forma financial information described under Item 9.01 below. These
financial statements and information are filed as Exhibits 99.1 and 99.2.
(a) Financial Statements of Businesses Acquired
The required financial statements of GoRemote as of and for the year ended October 31, 2005, are
attached hereto as Exhibit 99.1 and are incorporated in their entirety herein by reference.
(b) Pro Forma Financial Information
The required pro forma financial information as of and for the fiscal year ended December 31, 2005
is attached hereto as Exhibit 99.2 and is incorporated in its entirety herein by reference.
(d) Exhibits
| |
|
|
23.1
|
|
Consent of BDO Seidman, LLP.
Independent Registered Public Accounting Firm, with respect to
GoRemote Internet Communications, Inc.
|
|
|
|
99.1
|
|
Financial statements of GoRemote Internet Communications as and for the fiscal year ended October 31, 2005 |
|
|
|
99.2
|
|
Pro forma financial information as of and for the fiscal year ended December 31, 2005 |
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:
May 4, 2006
|
|
By: /s/ FRANK E. VERDECANNA |
|
|
|
|
|
Frank E. Verdecanna
Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
| |
|
|
| Exhibit |
|
|
| Number |
|
Exhibit Description |
23.1
|
|
Consent of BDO Seidman, LLP.
Independent Registered Public Accounting Firm, with respect to
GoRemote Internet Communications, Inc.
|
|
|
|
99.1
|
|
Financial statements of GoRemote Internet Communications as of and for the fiscal year ended October 31, 2005 |
|
|
|
99.2
|
|
Pro forma financial information as of and for the fiscal year ended December 31, 2005 |