SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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)
July 20, 2009
Evolving Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-24081 |
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84-1010843 |
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(State or other jurisdiction of
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(Commission File Number) |
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(I.R.S. Employer Identification
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9777 Pyramid Court, Suite 100, Englewood, Colorado 80112
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 802-1000
Not applicable
(Former name or former address, if changed since last report.)
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))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On July 20, 2009, Evolving Systems, Inc. (the “Company”) filed a Certificate of Amendment to the Restated Certificate of Incorporation (the “Certificate of Amendment”) in order to effect the previously-disclosed one-for-two reverse stock split of its common stock. Pursuant to the Certificate of Amendment, the reverse stock split became effective at 11:59 p.m. (Eastern time) on July 20, 2009 (the “Effective Time”). As a result of the reverse stock split, each two shares of the Company’s common stock that were issued and outstanding or held in treasury at the Effective Time were automatically combined into one share, subject to the elimination of fractional shares as described in the Certificate of Amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
The Company issued a press release on July 21, 2009 announcing the completion of the reverse stock split discussed under Item 5.03 of this report. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit Number |
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Description |
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Exhibit 3.1 |
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Certificate of Amendment to the Restated Certificate of Incorporation of Evolving Systems, Inc. |
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Exhibit 99.1 |
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Press release issued by Evolving Systems, Inc. on July 21, 2009. |
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SIGNATURE
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.
Dated: July 21, 2009
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Evolving Systems, Inc. |
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By: |
/s/ ANITA T. MOSELEY |
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Anita T. Moseley |
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Sr. Vice President & General Counsel |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
EVOLVING SYSTEMS, INC.
Pursuant to Section 242 of
the General Corporation Law of the
State of Delaware
EVOLVING SYSTEMS, INC ., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The following amendment to the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware:
Article IV, Section A of the Corporation’s Restated Certificate of Incorporation is hereby amended to add a new sentence at the end thereof, such sentence reading in its entirety as follows:
“Effective at 11:59 p.m., Eastern time, on July 20, 2009, the date of filing of this Certificate of Amendment to the Restated Certificate of Incorporation with the Delaware Secretary of State (the “Effective Time”), each two (2) shares of Common Stock, issued and outstanding immediately prior to the Effective Time or held in the Corporation’s treasury immediately prior to the Effective Time shall be automatically reclassified and combined, without further action on the part of the holder thereof, into one (1) validly issued, fully-paid and nonassessable share of Common Stock, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or
deduction) from the Corporation’s transfer agent in lieu of such fractional share interests, upon receipt by the Corporation’s transfer agent of the stockholder’s properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that, immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
SECOND: The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directing that the proposed amendment be considered by the stockholders of the Corporation. A meeting of stockholders was duly called upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware and held on June 9, 2009, at which meeting the necessary number of shares were voted in favor of the proposed amendment. The stockholders of the Corporation duly adopted this Certificate of Amendment. This Certificate of Amendment will become effective upon its filing with the Delaware Secretary of State.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 20th day of July, 2009.
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EVOLVING SYSTEMS, INC. |
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By: |
/s/ THADDEUS DUPPER |
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Name: Thaddeus Dupper |
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Title: President & CEO |
Exhibit 99.1
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IMMEDIATE RELEASE |
NEWS |
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July 21, 2009 |
NASDAQ-EVOLD |
Evolving Systems, Inc. Announces
Completion of One-for-Two Reverse Stock Split
ENGLEWOOD, Colorado – Evolving Systems, Inc. (NASDAQ-EVOLD), a leading provider of software solutions and services to the wireless, wireline and cable markets, today announced that its previously-disclosed one-for-two reverse stock split of its common stock became effective at 11:59 p.m. (Eastern time) on July 20, 2009 (the “Effective Time”). Trading of Evolving Systems’ common stock on the Nasdaq Capital Market will continue, on a reverse stock split-adjusted basis, with the opening of the markets today, July 21, 2009, under the Company’s new CUSIP number, 30049R 209 (Old CUSIP Number: 30049R 100).
As a result of the reverse stock split, each two shares of Evolving Systems’ common stock that were issued and outstanding or held in treasury at the Effective Time were automatically combined into one share, subject to the elimination of fractional shares as described below. The total number of shares of common stock issued and outstanding was reduced from approximately 19.5 million shares to approximately 9.75 million shares.
The Company’s common stock will trade under the symbol “EVOLD” for 20 days to designate that it is trading on a post-reverse stock split basis. The common stock will resume trading under the symbol “EVOL” after the 20-day period.
The Company has retained its transfer agent, American Stock Transfer & Trust Company (“AST”), to act as exchange agent for the reverse stock split. Stockholders of record as of the Effective Time will receive a letter of transmittal providing instructions for the exchange of their stock certificates. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions.
In conjunction with the reverse stock split, Evolving Systems is converting to a paperless stock certificate system, namely, the Direct Registration System (“DRS”). With DRS, shares are issued in “book-entry” form only, meaning the Company will no longer issue paper stock certificates. As a result, any stockholder who owns shares in certificated form as of the Effective Time will not receive new, post-reverse stock split paper stock certificates in exchange for old, pre-reverse stock split paper stock certificates. Instead, such a stockholder will receive a statement that indicates how many new, post-reverse stock split shares the stockholder owns through DRS, along with a brochure explaining how to access the stockholder’s online account with AST. For further information, stockholders and securities brokers should contact AST at (877) 248-6417 or (718) 921-8317.
Stockholders who would otherwise hold fractional shares because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the reverse stock split ratio will be entitled to receive cash (without interest or deduction) in lieu of such fractional shares. Where shares are held in certificated form, stockholders must provide AST with a
properly completed and duly executed transmittal letter and surrender all old certificate(s), after which they will receive an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by AST of all fractional shares otherwise issuable. Stockholders who hold their stock in “street name” should contact their brokers for further information regarding payment for fractional shares.
About the Company
Evolving Systems, Inc. is a provider of software and services to more than 70 network operators in over 40 countries worldwide. Its portfolio includes market-leading products for Service Activation, Service Verification, Dynamic SIM Allocation, Number Portability, Number Inventory and Mediation solutions. Founded in 1985, the Company has headquarters in Englewood, Colorado, with offices in the United Kingdom, Germany, India and Malaysia.
CAUTIONARY STATEMENT
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. These statements are based on our expectations and are naturally subject to uncertainty and changes in circumstances. Readers should not place undue reliance on these forward-looking statements, and the Company may not undertake to update these statements. Actual results could vary materially from these expectations. For a more extensive discussion of Evolving Systems’ business, please refer to the Company’s Form 10-K filed with the U.S. SEC on March 11, 2009, as well as subsequently filed Forms 10-Q, 8-K and press releases and the Company’s website at www.evolving.com.
CONTACTS:
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Investor Relations |
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Press Relations |
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Jay
Pfeiffer
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Sarah Hurp
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