Schedule 13D Amendment No. 4

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I4LXD8pV6URNd558cyE8lImqF8JXxK3AqerWFYRhHvB8m5LJovStMU1GVbfmaLRJ FMyBTG29YDd5k2DvODUXgQ== 0001193125-06-114031.txt : 20060517 0001193125-06-114031.hdr.sgml : 20060517 20060516184046 ACCESSION NUMBER: 0001193125-06-114031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060517 DATE AS OF CHANGE: 20060516 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND, L.P GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPASS INC CENTRAL INDEX KEY: 0001053374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 931214598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79585 FILM NUMBER: 06847367 BUSINESS ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6502324115 MAIL ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund III, L.P. CENTRAL INDEX KEY: 0001352174 IRS NUMBER: 113768779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: (818) 845-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DRIVE CITY: BURBANK STATE: CA ZIP: 91505 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

iPass Inc.

(Name of Issuer)

Common Shares, $.001 Par Value

(Title of Class of Securities)

42621V108

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D



CUSIP No. 42621V108


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund III, L.P. – 11-3768779
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		318,052 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		318,052 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	318,052 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.50%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof

SCHEDULE 13D



CUSIP No. 42621V108


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund II, L.P. – 55-0908199
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		1,827,122 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		1,827,122 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,827,122 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	2.81%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof

SCHEDULE 13D



CUSIP No. 42621V108


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund, L.P. – 35-2239069
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		5,566,126 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		5,566,126 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,566,126 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.57%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

*	See Item 5 hereof

SCHEDULE 13D



CUSIP No. 42621V108


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Activist Value Fund GP, L.L.C. –37-1497874
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		7,711,300 Common Shares*
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		7,711,300 Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,711,300 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.88%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*	See Item 5 hereof

SCHEDULE 13D



CUSIP No. 42621V108


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Shamrock Partners Activist Value Fund, L.L.C. – 87-0733755
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		7,711,300 Common Shares*
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		7,711,300 Common Shares*
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,711,300 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.88%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*	See Item 5 hereof

- 6 -

INTRODUCTION

This statement amends the amended Schedule 13D (the “Amended Schedule 13D”) filed on May 23, 2005 and amended on August 5, 2005, November 9, 2005 and February 6, 2006, by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Delaware limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”), with respect to Common Shares, $.001 par value per share (“Common Shares”), of iPass Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 4 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Amended Schedule 13D.

1. ITEM 3 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3. Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF II to purchase the 417,922 Common Shares acquired by it since February 6, 2006 (the date of the filing of Amendment No. 3 to the Amended Schedule 13D) was $2,838,473 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 198,152 Common Shares acquired by it since February 6, 2006 (the date of the filing of Amendment No. 3 to the Amended Schedule 13D) was $1,417,728 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

2. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 4. Purpose of Transaction.

On May 16, 2006, Michael J. McConnell, on behalf of the Shamrock Activist Value Fund, sent to Kenneth D. Denman, the Chairman of the Board and Chief Executive Officer of the Company, the letter attached hereto as Exhibit 9 and incorporated herein by reference.

- 7 -

3. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5. Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the other.

SAVF III is the owner of 318,052 Common Shares, which represents approximately 0.50% of the issued and outstanding Common Shares. SAVF II is the owner of 1,827,122 Common Shares, which represents approximately 2.81% of the issued and outstanding Common Shares. SAVF is the owner of 5,566,126 Common Shares, which represents approximately 8.57% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 7,711,300 Common Shares, which represents approximately 11.88% of the issued and outstanding Common Shares.

As the general partner of SAVF, SAVF II and SAVF III the General Partner may be deemed to beneficially own the 7,711,300 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 11.88% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 7,711,300 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 11.88% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 7,711,300 Common Shares owned by the Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 7,711,300 Common Shares owned by the Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2.

The percentages set forth in this response to Items 5(a) and 5(b) assumes that 64,931,164 Common Shares were outstanding, as represented by the Company as of April 30, 2006 in its 10-Q/A filed with the Securities and Exchange Commission on May 11, 2006.

(c) In the sixty (60) days prior to the date hereof, SAVF III acquired 41,717 Common Shares in the open market on the NASDAQ National Market on the dates, in the amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 10 and incorporated herein by reference. In the sixty (60) days prior to the date hereof, SAVF II acquired 238,383 Common Shares in the open market on the NASDAQ National Market on the dates, in the amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 10 and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified in response to Item 2, beneficially owns any Common Shares or has effected any transactions in Common Shares during the preceding 60 days.

- 8 -

(d)	Not applicable.

(e)	Not applicable.

4. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7. Material to be Filed as Exhibits.


		Document
Exhibit 9	—	Letter, dated May 16, 2006, from Michael J. McConnell, on behalf of the Shamrock Activist Value Fund, to Kenneth D. Denman, Chairman of the Board and Chief Executive Officer of iPass Inc.

Exhibit 10	—	Schedule of Transactions

Exhibit 11	—	Joint Filing Agreement, dated February 6, 2006, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

- 9 -

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: May 16, 2006


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

Exhibit Index


		Document
Exhibit 9	—	Letter, dated May 16, 2006, from Michael J. McConnell, on behalf of the Shamrock Activist Value Fund, to Kenneth D. Denman, Chairman of the Board and Chief Executive Officer of iPass Inc.

Exhibit 10	—	Schedule of Transactions

Exhibit 11	—	Joint Filing Agreement, dated February 6, 2006, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-9 2 dex9.htm LETTER Letter

Exhibit 9

May 16, 2006

Mr. Ken Denman

Chairman of Board and Chief Executive Officer

iPass Inc.

3800 Bridge Parkway

Redwood Shores, CA 94065

Dear Mr. Denman,

The Shamrock Activist Value Fund currently holds approximately 12% of the shares outstanding of iPass, and we are increasingly concerned about its corporate performance trends, capital allocation decisions, executive compensation plans and corporate governance policies. Despite several discussions with you and management regarding these key issues, our concerns have largely been ignored.

Accordingly, we request a meeting with the full Board on June 1, 2006 to discuss the issues described below more fully.

Corporate Performance: Operating margins and other key financial performance indicators have deteriorated significantly since 2004. Beginning in 2005, virtually every expense line item in the income statement has increased as a percentage of revenues when compared to 2004. For example, during this period, revenue growth has been essentially flat while sales and marketing expenses have increased from 28.9% of revenue in Q1 2005 to 33.5% of revenue in Q1 2006. There is an urgent need to “right-size” the cost structure of the business.

Additionally, since 2003, return on invested capital has declined 80% - from 14.2% to 2.8%; significantly below the Company’s cost of capital of approximately 11%. Not surprisingly, the iPass share price has decreased by nearly 70% since the beginning of 2004; a period during which the Russell 2000 grew by 36% and a peer group grew by 34%.

Without transparency regarding key company financial performance metrics over a reasonable time period to which management will be held accountable, the investor community can only assume that current unsatisfactory corporate performance trends will continue.

Mr. Ken Denman

May, 16, 2006

Page 2 of 3

Capital Allocation: Beginning in 2004, iPass has invested approximately $150 million of capital in acquisitions, research and development and capital expenditures, all of which has delivered little or no economic return. Additionally, the Company’s unnecessarily high cash balances suppress return on capital to below the cost of capital—a recipe for continuing erosion of shareholder value. The recently announced modest share buyback program for the next two years is inadequate and will do little to address this fundamental issue.

Executive and Director Compensation Plans: We have communicated to you a number of times our significant concerns regarding the Board’s policies and actions on long-term incentive compensation. Best practices over the last several years embrace real pay for performance based on strong alignment with those measurable, controllable, and definable internal performance metrics that directly correlate to shareholder value creation. Shareholders deserve a level of commitment and accountability from management regarding key financial metrics such as operating income margin and return on invested capital; these financial governors help ensure that a company’s strategies are designed to create shareholder value. The Company’s current compensation plans and policies require substantial improvement. We would be pleased to work with you and the Board on this issue.

Corporate Governance Policies: There is a need for improvement in a number of crucial governance areas at the Company, including a review of Board member selection processes, a review of the current skill set and composition of the Board, Board de-staggering, and a review of investor communications to increase transparency, among others. These elements are vital to developing the trust and confidence of shareholders and we would be happy to assist you on this matter.

This letter highlights issues that we have raised with you over the last year. Unfortunately, you have been unwilling to address these matters in a meaningful way or to institute measures to ensure accountability of the Board and management. We believe many shareholders share concern over these same issues.

Mr. Ken Denman

May, 16, 2006

Page 3 of 3

We are willing to work constructively with the Board to better address these problems and look forward to a meeting on June 1, 2006. At that time, we will provide a more complete analysis and specific recommendations designed to substantially enhance shareholder value. On the other hand, if you and the Board are not serious about a constructive dialogue with us, we are prepared to find other solutions to the issues delineated above.

Please contact me at your earliest convenience.

Kindest personal regards,

/s/ Michael J. McConnell

Michael J. McConnell

cc:	A. Gary Ames

John D. Beletic

Peter G. Bodine

Arthur C. Patterson

Olof Pripp

Allan R. Spies

Bruce K. Posey

EX-10 3 dex10.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 10

Schedule of Transactions

Shamrock Activist Value Fund II, L.P.


Date	Number of Common Shares	Price Per Common Share in $US*
5/10/06	170,213	$	6.4765
5/11/06	42,553	$	6.3021
5/12/06	25,617	$	6.0369
Total Common Shares	238,383

Shamrock Activist Value Fund III, L.P.


Date	Number of Common Shares	Price Per Common Share in $US*
5/10/06	29,787	$	6.4765
5/11/06	7,447	$	6.3021
5/12/06	4,483	$	6.0369
Total Common Shares	41,717

*	Excludes Brokerage Commissions

EX-11 4 dex11.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 11

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of iPass Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto. This Agreement amends and entirely supercedes the Joint Filing Agreement dated November 8, 2005 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

Date: February 6, 2006


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

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