UNITED STATES
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):
November 15, 2021
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 (IRS 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) | |
| x | 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 | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined 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 8.01 | OTHER EVENTS |
On November 17, 2021, Evolving Systems, Inc. (“Evolving Systems”) issued a press release announcing the expiration of the 30-day “go-shop” period pursuant to the terms of the Equity Purchase Agreement, dated as of October 15, 2021, by and among Evolving Systems, Evolving Systems Holdings, Ltd., ETI-NET Inc., Investissements Riv Europe Ltee, and Said Hini.
A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
d) Exhibits. The following exhibit is furnished with this report.
| Exhibit No. | Description | |
| 99.1 | Press release of Evolving Systems, Inc. dated November 17, 2021. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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.
Dated: November 17, 2021
Evolving Systems, Inc.
(Registrant)
| By: | /s/ Mark P. Szynkowski | |
| Mark P. Szynkowski | ||
| Senior Vice President of Finance & Secretary |
Evolving Systems Announces Expiration of “Go-Shop” period
ENGLEWOOD, Colorado, November 17, 2021 – Evolving Systems, Inc. (NASDAQ: EVOL), a leader in real-time digital engagement solutions and services for connected mobile devices, today announced the expiration of the 30-day “go-shop” period under the terms of the previously announced purchase agreements (the “Purchase Agreements”) to sell all the Company’s operating subsidiaries and all of the assets of its Customer Acquisition and Network Services division (‘Activation’) as well as its CVML and Loyalty Business (‘Marketing’) to PartnerOne Capital. The “go-shop” period expired at 11:59 a. m. EST on November 15, 2021.
Pursuant to the Purchase Agreements, the Board of Directors of Evolving Systems, with the assistance of its financial advisors ValueScope, Inc., actively solicited alternative acquisition proposals from third parties and was responsive to inbound interest generated from our transaction announcement. No third party tendered a superior acquisition proposal by the “go-shop” deadline. Upon the expiration of the “go-shop” period, pursuant to the Purchase Agreements, Evolving Systems became subject to customary “no-shop” provisions that limit Evolving Systems and its representatives’ abilities to negotiate alternative acquisition proposals with, or provide confidential information to, third parties, subject to exceptions specified in the Purchase Agreements.
The transaction previously announced is expected to close in 2021, subject to approval by Evolving Systems’ stockholders and the satisfaction of other customary closing conditions.
About Evolving Systems®
Evolving Systems, Inc. (NASDAQ: EVOL) empowers Communications Service Providers (CSPs) to succeed in fast-changing, disruptive telecom environments. This is achieved through a combination of People, Processes, and Platforms and empowers CSPs to activate, engage, and retain their customers. Evolving Systems’ real-time digital engagement solutions and services are used by more than 90 service providers in over 60 countries worldwide. The Company’s portfolio includes CSP market-leading solutions and services for network provisioning and resource management, enhancing the digital sales and distribution channels, service activation, real-time analytics, customer value management and loyalty. Founded in 1985, the Company has its headquarters in Englewood, Colorado, with offices in Asia, Europe, Africa, South America and North America. For more information, please visit www.evolving.com or follow us on Twitter at http://twitter.com/EvolvingSystems.
Additional Information and Where to Find It
In connection with the proposed transaction with PartnerOne Capital (the “Transaction”), the Company has filed a preliminary proxy statement with the SEC and will be filing a definitive proxy statement with the SEC and mail or otherwise provide to its stockholders such definitive proxy statement regarding the proposed Transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents that the Company files with the SEC (when available) from the SEC’s website at www.sec.gov and the Company’s website at https://www.evolving.com/investors. In addition, the proxy statement and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a written request to Corporate Secretary, Evolving Systems, Inc., 9800 Pyramid Court, Suite 400, Englewood, Colorado, 80112. Phone: (303) 802-1000.
Investor Relations Contact:
Alice Ahern
Investor Relations
Evolving Systems
Tel: 1-844-732-5898
Email: investors@evolving.com
About Evolving Systems®
Evolving Systems, Inc. (NASDAQ: EVOL) is a provider of real-time digital engagement solutions and services to more than 100 customers in over 60 countries worldwide. The Company’s portfolio includes market-leading solutions and services for real-time analytics, customer acquisition, customer value management and loyalty for telecom, retail and financial services companies. Founded in 1985, the Company has its headquarters in Englewood, Colorado, with offices in Asia, Europe, Africa, South America and North America. For more information, please visit www.evolving.com
Follow us on:
Sancha.brody@evolving.com
