8-K

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): February 21, 2007

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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 of incorporation)	(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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2007, iPass Inc. and Shamrock Activist Value Fund, L.P. (together with its affiliates, “Shamrock”), entered into a Letter Agreement pursuant to which Michael J. McConnell, a vice president at Shamrock, and Peter C. Clapman, were elected to the iPass board of directors on February 21, 2007. Mr. McConnell was also appointed to the Audit Committee and to the Compensation Committee, and Mr. Clapman was also appointed to the Corporate Governance and Nominating Committee.

iPass and Shamrock have agreed that for so long as Shamrock shall own at least 3.5% of iPass’ outstanding common stock, Shamrock shall be entitled to have one representative designated by it nominated to the iPass board of directors, and for so long as Shamrock shall own at least 10% of iPass’ outstanding common stock, Shamrock shall be entitled to have two representatives designated by it nominated to the iPass board of directors. During the time in which one or more Shamrock representatives are serving on the iPass board of directors: (a) Shamrock 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 iPass board of directors); (b) Shamrock will not propose (other than to the iPass Corporate Governance and Nominating Committee of the Board) any candidates for election as directors of iPass; and (c) Shamrock will not (i) publicly propose any proxy resolutions or nominees for director for approval by iPass stockholders, or (ii) 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 any iPass voting securities against the recommendation of the iPass board of directors.

A copy of the letter agreement is attached as Exhibit 99.1 hereto, and the description above is qualified by reference to the full agreement as attached.

Upon election to the iPass board of directors, Messrs. McConnell and Clapman will be eligible to receive cash compensation paid to all non-management directors as follows:

Annual cash retainer	$	20,000
Board meeting fees	$	1,000
Committee meeting fees	$	1,000
Committee chairman retainer	$	5,000

In addition, Messrs. McConnell and Clapman will receive a stock option to purchase 30,000 shares of iPass common stock and a restricted stock grant of 10,000 shares upon election, and an additional stock option to purchase 15,000 shares of iPass common stock and a restricted stock grant of 5,000 shares at each annual meeting of stockholders, in each case under the iPass 2003 Non-Employee Directors Plan, as filed with the Securities and Exchange Commission as an exhibit to the iPass Current Report on Form 8-K filed August 16, 2006.

In connection with the foregoing, iPass issued a press release which is attached as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit	Description
99.1	Letter agreement between iPass and Shamrock dated February 20, 2007.
99.2	Press Release dated February 21, 2007.

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 20, 2007

Exhibit Index

Exhibit	Description
99.1	Letter agreement between iPass and Shamrock dated February 20, 2007.
99.2	Press Release dated February 21, 2007.

EX-99.1

Exhibit 99.1

iPass Inc.

3800 Bridge Parkway

Redwood Shores, California 94065

February 20, 2007

Mr. Michael McConnell

Shamrock Activist Value Fund, L.P.

4444 Lakeside Drive

Burbank, California 91505

     The following sets forth the agreement between Shamrock Activist Value Fund, L.P. (“SAVF”) and its affiliates listed in the signature blocks below (collectively, “Shamrock”) and iPass Inc. (“iPass”):

1.The number of directors constituting the full Board of Directors of iPass (the “Board”) will be increased by iPass to nine directors within one business day after execution of this agreement by all parties hereto. Mr. Michael McConnell will be appointed to the Board effective on the first business day following the execution of this agreement by all parties hereto, to fill one of the newly-created directorships, and will be appointed to the class of Directors to be elected at the 2007 annual meeting of stockholders. Mr. Peter Clapman will be appointed to the Board effective on the first business day following the execution of this agreement by all parties hereto, to fill the other newly-created directorship, and will be appointed to the class of Directors to be elected at the 2008 annual meeting of stockholders.

2.For so long as Shamrock continues to own not less than 3.5% of the iPass outstanding common stock, Shamrock shall have the right to have one representative designated by SAVF included in the Board’s slate nominated for election to the Board (unless a Shamrock designee is then serving on the Board in a class of Directors the term of which does not expire in that year), and for so long as Shamrock continues to own not less than 10% of the iPass outstanding common stock, Shamrock shall have the right to have a second representative designated by SAVF included in the Board’s slate nominated for election to the Board (unless two Shamrock designees are then serving on the Board in classes of Directors the terms of which do not expire in that year), in each case provided that such Shamrock designee is acceptable to iPass in the good faith reasonable discretion of the Board, and iPass will use its commercially reasonable efforts to secure the election to the Board of each such Shamrock designee. iPass hereby confirms that each of Mr. McConnell and Mr. Clapman is reasonably acceptable to the Board, and their appointments to the Board in satisfaction of the requirements of paragraph 1 meet the requirements of this paragraph 2. For avoidance of doubt, Shamrock shall not have the right to have a representative designated by SAVF included in the Board’s slate nominated for election to the Board if the election of such Shamrock designee would cause more than two Shamrock designees to be serving on the Board (or more than one Shamrock designee to be serving on the Board if Shamrock owns less than 10% of the iPass outstanding common stock).

3.If any Shamrock designee is unable or unwilling to continue to serve on the Board and as a result there is a vacancy created on the Board, the Board shall, consistent with its fiduciary duties, appoint a replacement designated by Shamrock to fill the resulting vacancy, provided that the Shamrock designee otherwise satisfies the requirements for nomination set forth in the preceding paragraph. Shamrock agrees that, in the event that more Shamrock designees are serving on the Board than the number which Shamrock is then entitled to nominate pursuant to the preceding paragraph, then Shamrock will use its commercially reasonable efforts, if requested by the Board acting by majority vote, to cause one or more of its designees to resign immediately from the Board.

4.If a Shamrock designee meeting the requirements of the preceding paragraphs is in a class to be elected at an iPass annual stockholders meeting, or if the Board is de-classified, then, for so long as such Shamrock designee meets the requirements for nomination set forth in the preceding paragraphs, the Board shall, consistent with its fiduciary duties, (i) nominate such Shamrock designee for election at such annual stockholders meeting, and (ii) recommend and use its commercially reasonable efforts to support each such Shamrock designee’s election to the Board.

5.For so long as Shamrock has at least one Shamrock designee serving as a member of the Board and the Board and iPass otherwise are in compliance with this agreement, and thereafter until such time as SAVF advises iPass in writing that iPass is no longer obligated to nominate or appoint any Shamrock designees to the Board under this agreement (which notice shall be binding on all Shamrock entities):

(a) Shamrock 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);

(b) Except for candidates SAVF is entitled to have appointed pursuant to paragraph 1 or nominated as Shamrock designees pursuant to paragraph 2 or designated as a replacement for a Shamrock designee who has left the Board pursuant to paragraph 3 above, Shamrock will not propose(other than a private proposal to the Board or committee thereof as permitted by paragraph 5(c)) any candidates for election as directors of iPass; and

(c) Shamrock will not: (i) propose (pursuant to Rule 14a-8 or otherwise) any proxy resolutions or nominees for director for approval by iPass stockholders; provided, however, that Shamrock will be entitled to make any non-public proposals or nominee suggestions it wishes solely to the Board or a committee thereof; or (ii) except as permitted pursuant to Section 6, 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.

Subject to the appointment of the persons specified in paragraph 1 as directors of iPass and iPass’ and the Board’s continued compliance with the terms hereof, Shamrock withdraws its previously announced notice of its intent to nominate directors with respect to the 2007 annual stockholders meeting.

6.Notwithstanding the foregoing or anything to the contrary herein, nothing in this agreement shall in any way limit Shamrock’s rights as a stockholder to freely vote its securities on any matter other than with respect to the election of directors (as to which Shamrock shall comply with the terms hereof for so long as this agreement is in force).

7.Each of SAVF and the other entities included within Shamrock agrees that it will cause its controlled affiliates, current and future, to comply with the terms of this Agreement.

8.iPass shall issue a mutually agreed upon press release within 24 hours of this letter having been executed by Shamrock and iPass announcing the terms of this Agreement.

9.Within one business day after the appointment as Directors of iPass of the persons specified in paragraph 1, SAVF and iPass shall execute and file with the Delaware Court of Chancery, in accordance with Chancery Court Rule 41(a)(1), a stipulation of dismissal with prejudice of the action brought by SAVF pursuant to 8 Del. Code§ 220(c) titled Shamrock Activist Value Fund, L.P. v. iPass, Inc., Civil Action No. 2462-N. Each side shall bear its own costs in the action.

10.This agreement may only be modified through a written agreement signed by iPass and by SAVF.

If you are in agreement please sign below.

Very truly yours,

iPass Inc.

By: /s/ Kenneth Denman

Kenneth Denman

Chief Executive Officer and President

Accepted and agreed as of the date set forth above.

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

Michael J. McConnell

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

Michael J. McConnell

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

Michael J. McConnell

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

Michael J. McConnell

Vice President

Shamrock Partners Activist Value Fund, L.L.C.

By: /s/ Michael J. McConnell

Michael J. McConnell

Vice President

EX-99.2

Exhibit 99.2

iPass Names Two Directors to Newly Created Board Seats

REDWOOD SHORES, Calif.— February 21, 2007 — iPass Inc. (NASDAQ: IPAS), a global provider of services that unify the management of enterprise mobility, today said its board of directors has expanded its membership from seven to nine directors and elected two nominees of Shamrock Activist Value Fund, LP to the new seats.

The move follows an agreement under which the iPass board has named to the board - and agreed to support at annual stockholders meetings - two Shamrock nominees so long as Shamrock owns more than 10 percent of iPass’ outstanding common stock or one nominee so long as it owns at least 3.5 percent.

Also under this agreement, so long as Shamrock’s nominees serve on the board, Shamrock will support the iPass board’s proxy slates and not support or participate in any “withhold the vote” or similar campaign, will not propose any proxy resolutions or conduct any proxy solicitations, and will propose nominees or proxy resolutions only to the board’s corporate governance and nominating committee. Shamrock agreed to withdraw its previously announced notice with respect to the 2007 annual stockholders meeting.

The Shamrock nominees, who have been named to the iPass board, are:

·   Michael J. McConnell, managing director of Shamrock Capital Advisors. He has more than 12 years of activist investing experience with Shamrock; he has served as a director of Ansell Limited, Nuplex Industries and Port Link International; and he is a graduate of Harvard University and the University of Virginia, Darden School of Business.

·   Peter C. Clapman, recently retired from the position of senior vice president and chief counsel for TIAA-CREF (Teachers Insurance and Annuity Association of America and College Retirement and Equities Fund). For 32 years he served as that institutional investor’s chief investment lawyer and head of its corporate governance program. He is a graduate of Princeton University and Harvard Law School.

“We are pleased that this agreement will allow management and the board, at this important point for the business, to focus all their energies on completing both the re-engineering of our cost structure and the transition from a dial-centric revenue model," said Ken Denman, chairman and CEO of iPass. "The board will welcome Mike’s and Peter's contributions as it turns its attention toward the next steps in iPass’ migration to a balanced business model that emphasizes our growing broadband and software revenues and that we believe positions the business for compelling margins and profitable growth over the longer term.”

“Peter and I look forward to working with our fellow board members to meet the challenges and opportunities that lie ahead for iPass,” Mr. McConnell said. “We remain committed to maximizing value for all iPass stockholders.”

About iPass Inc.

iPass helps enterprises unify the management of remote and mobile connectivity and devices. With iPass software and services, customers can create easy-to-use broadband solutions for their mobile workers, home offices and branch and retail locations, complete with device management, security validation and unified billing. iPass offerings are powered by its leading global virtual network, on-demand management platform, and award-winning client software. The iPass global virtual network unifies hundreds of wireless, broadband and dial-up providers in over 160 countries. Hundreds of Global 2000 companies rely on iPass services, including General Motors, Nokia, and Reuters. Founded in 1996, iPass is headquartered in Redwood Shores, Calif., with offices throughout North America, Europe and Asia.

Cautionary Statement

iPass' belief that its migration to a balanced business model that emphasizes its growing broadband and software revenues positions the business for compelling margins and profitable growth over the longer term in this press release is a forward-looking statement. Actual results may differ materially from the expectations contained in this statement due to a number of risks and uncertainties, including: the rate of decline in use of narrowband/dial technology as a means of enterprise connectivity may be faster than iPass predicts; the risk that iPass will not be able to generate broadband revenues in the manner expected; iPass may not be able to fully realize the benefits it expects from its acquisition of GoRemote due to a variety of factors, including volatility in the telecommunications and technology industries, which may make it difficult for iPass to expand its services; rapidly emerging changes in the nature of markets served by iPass, which may not be compatible with iPass' services; increased competition, which may cause pricing pressure on the fees iPass charges; iPass could unexpectedly lose current integrated broadband access points if one or more current broadband access point providers perceive iPass' services to be competing with the provider's services in a manner that renders the relationship with iPass detrimental to the provider; iPass may not be able to establish additional relationships with broadband access point providers, including providers of 2.5G/3G Mobile Data, at the level iPass expects if it is unable to negotiate such relationships on terms acceptable to both iPass and the providers on the timeframe iPass currently expects for any number of reasons, including perceived competition with the providers; if bookings or sales are greater than iPass expects, then resulting sales commissions and/or other sales related expenses could cause iPass' non-stock compensation expenses in the first quarter to be greater than currently expected; and iPass may not be able to generate revenue from new services if market acceptance of those new services is not as iPass expects. Detailed information about potential factors that could potentially affect iPass' business, financial condition and results of operations is included in iPass' Quarterly Report on Form 10-Q under the caption "Factors Affecting Operating Results," in Item 2 of that report, filed with the Securities and Exchange Commission (the "SEC") on November 9, 2006 and available at the SEC's Web site at www.sec.gov. iPass undertakes no responsibility to update the information in this press release if any forward-looking statement later turns out to be inaccurate.

iPass® is a registered trademark of iPass Inc.