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)
May 22, 2020

 

Evolving Systems, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation) 		001-34261
(Commission File Number) 		84-1010843
(I.R.S. Employer Identification No.)

 

9800 Pyramid Court, Suite 400, 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:

 

¨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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.001 per share EVOL Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

 

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                                                                                  ¨

 

 

 

 

 

 

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 22, 2020, Evolving Systems, Inc. (“Company”) entered into an amendment to the employment agreement with its CEO, Matthew Stecker (the “Executive”).

 

Pursuant to the amendment to employment agreement, the Company and the Executive agreed to the following:

 

· The Executive shall be eligible for an annual incentive bonus ("Incentive Compensation") of 60% of Executive’s then current base salary as determined by the Board in its sole discretion, provided that should the Company substantially achieve its base operating plan as adopted by the Board, the annual incentive amount will be subject to a minimum of 15% of annual base compensation. The minimum bonus consideration of 15% will be earned if the average attainment relative to the Board approved Plan for Revenue and EBITDA is at least 100%, subject to a minimum attainment in each of at least 95%. Bonus amounts above the minimum will be determined at the sole discretion of the Board.

 

· The Company will pay annual Incentive Compensation at the time(s) determined by the Company, but in no event later than March 15 of the calendar year following the year in which Executive’s right to the Incentive Compensation arises.

 

The full text of the Amendment to Employment Agreement is attached as 10.1 to this Current Report on Form 8-K.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

d)        Exhibits. The following exhibit is filed with this report.

 

Exhibit No.   Description
10.1   Amendment to Employment Agreement entered into between Evolving Systems, Inc. and Matthew Stecker.

 

2 

 

 

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: May 22, 2020  
   
  Evolving Systems, Inc.
   
   
  By: /s/ MARK P. SZYNKOWSKI
    Mark P. Szynkowski
    Senior Vice President Finance

 

3 

 

EXHIBIT 10.1

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Amendment to Employment Agreement (this “Agreement”) is entered into effective May 22, 2020 (the “Effective Date”), by Matthew Stecker (“Executive”) and Evolving Systems, Inc. (the “Company”).

 

RECITALS

 

A. Executive is currently serving as CEO of Company and Company desires to continue to employ Executive and to compensate Executive for Executive’s services to the Company; and

 

B. Executive continues to wish to be employed by the Company and provide services to the Company in return for certain compensation;

 

Accordingly, in consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree to the following Amendment to the Employment Agreement:

 

1. Incentive Compensation. Section 3.2 of the Agreement is hereby deleted and replaced in its entirety with the following (with all capitalized terms having the meaning originally ascribed thereto in the Agreement):

 

3.2 Incentive Compensation. Executive shall be eligible for an annual incentive bonus ("Incentive Compensation") of 60% of Executive’s then current base salary as determined by the Board in its sole discretion, provided that should the Company substantially achieve its base operating plan as adopted by the Board, the annual incentive amount will be subject to a minimum of 15% of annual base compensation. The minimum bonus consideration of 15% will be earned if the average attainment relative to the Board approved Plan for Revenue and EBITDA is at least 100%, subject to a minimum attainment in each of at least 95%. Bonus amounts above the minimum will be determined at the sole discretion of the Board.

 

    The Company will pay annual Incentive Compensation at the time(s) determined by the Company, but in no event later than March 15 of the calendar year following the year in which Executive’s right to the Incentive Compensation arises.

 

2. Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.

 

3. Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in this Amendment or the original Agreement shall include the terms contained in this Amendment.

 

[Signature Page Follows]

 

 

 

 

In Witness Whereof, the parties have executed this Amendment on the day and year first written above.

 

Company:   EXECUTIVE:
     
     
Evolving Systems, Inc.    
     
   
By: /s/ DAVID J. NICOL   /s/ MATTHEW STECKER
Name: DAVID J. NICOL   Name: MATTHEW STECKER
Title: Director & Chair of Compensation Committee   Title: CEO and Chairman of the Board