-----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, CNFZlkYpTbnaGQ9ahWt2cK7n2jmWRd80yuu2A/HLlAG+pTpxm/TQbrWd95Zjff3y epwh31uPGv0lukd7RB9GFg== 0000950103-99-000106.txt : 19990218 0000950103-99-000106.hdr.sgml : 19990218 ACCESSION NUMBER: 0000950103-99-000106 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVOLVING SYSTEMS INC CENTRAL INDEX KEY: 0001052054 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 841010843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-54125 FILM NUMBER: 99543880 BUSINESS ADDRESS: STREET 1: 9777 MT PYRAMID COURT CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3038021000 MAIL ADDRESS: STREET 1: 9777 MT PYRAMID COURT CITY: ENGLEWOOD STATE: CO ZIP: 80112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.____)(1) EVOLVING SYSTEMS, INC. --------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value, and Warrants --------------------------------------------------------------------- (Title of Class of Securities) 30049R100 --------------------------------------------------------------------- (CUSIP Number) May 11, 1998 --------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) - ------------ (1) 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 the disclosures provided in a prior cover page. The information required in 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 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). CUSIP No. 30049R100 13G Page 2 of 14 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Dean Witter & Co. 36-3145972 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,090,210 OWNED BY EACH 7. SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 1,090,210 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,090,210 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.01% 12. TYPE OF REPORTING PERSON* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 30049R100 13G Page 3 of 14 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital II, Inc. 13-3693090 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,090,210 OWNED BY EACH 7. SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 1,090,210 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,090,210 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.01% 12. TYPE OF REPORTING PERSON* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 30049R100 13G Page 4 of 14 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Partners II, L.P. 13-3741217 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,090,210 OWNED BY EACH 7. SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 1,090,210 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,090,210 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.01% 12. TYPE OF REPORTING PERSON* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 30049R100 13G Page 5 of 14 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Investors, L.P. 13-3751794 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER 187,571 OWNED BY EACH 7. SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 187,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 187,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.55% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 30049R100 13G Page 6 of 14 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital Fund II, C.V. 98-0150623 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands Antilles NUMBER OF 5. SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER 179,973 OWNED BY EACH 7. SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 179,973 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,973 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.49% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 30049R100 13G Page 7 of 14 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital Fund II, L.P. 13-3751783 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 6. SHARED VOTING POWER 722,666 OWNED BY EACH 7. SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 722,666 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 722,666 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.97% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: Evolving Systems, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 9777 Mt. Pyramid Court, Englewood, Colorado 80112 Item 2(a). Name of Person Filing: This statement is filed on behalf of the persons identified below. In accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Morgan Stanley Dean Witter & Co. ("Morgan Stanley") Morgan Stanley Venture Capital II, Inc. ("MSVC") Morgan Stanley Venture Partners II, L.P. ("Ventures") Morgan Stanley Venture Capital Fund II, L.P. ("the Fund") Morgan Stanley Venture Capital Fund II, C.V. ("MSVCCV") Morgan Stanley Venture Investors, L.P. ("Investors") Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of MSVC, Ventures, the Fund, MSVCCV and Investors is: 1221 Avenue of the Americas New York, New York 10020 The address of the principal business office of Morgan Stanley is: 1585 Broadway New York, New York 10036 Item 2(c). Citizenship: The citizenship of Morgan Stanley, MSVC, Ventures, the Fund and Investors is Delaware. The citizenship of MSVCCV is the Netherlands Antilles. Item 2(d). Title of Class of Securities: This statement relates to the Company's Common Stock, $.001 par value per share and Warrants to purchase Common Stock, which are currently exercisable. Item 2(e). CUSIP Number: 30049R100 Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership. The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person's name in the table in Item 4(c) below. (a) Amount beneficially owned: As of December 31, 1998: (1) Investors owned 104,402 shares of Common Stock and 83,169 Warrants to purchase Common Stock; (2) MSVCCV owned 100,135 shares of Common Stock and 79,838 Warrants to purchase Common Stock; and (3) the Fund owned 402,213 shares of Common Stock and 320,453 Warrants to purchase Common Stock. Ventures is the sole general partner of the Fund, the general partner of Investors and the investment general partner of MSVCCV, and, as such, has the power to vote or direct the vote and to dispose or direct the disposition of all of the Common Stock held by the Fund, Investors and MSVCCV. MSVC, as the managing general partner of Ventures, controls the actions of Ventures. Morgan Stanley, as the sole shareholder of MSVC, controls the actions of MSVC. Accordingly, Ventures, MSVC and Morgan Stanley may all be deemed to have beneficial ownership of the 1,090,210 shares of Common Stock and Warrants to purchase Common Stock collectively owned by the Fund, Investors, and MSVCCV. (b) Percent of class(2): Morgan Stanley Dean Witter & Co. 9.01% Morgan Stanley Venture Capital II, Inc. 9.01% Morgan Stanley Venture Partners II, L.P. 9.01% Morgan Stanley Venture Capital Fund II, L.P. 5.97% Morgan Stanley Venture Investors, L.P. 1.55% Morgan Stanley Venture Capital Fund II, C.V. 1.49% (c) Number of shares as to which such person has:
========================================================================================================= (iii) (iv) (i) (ii) Sole power to Shared power Sole power to Shared power dispose or to to dispose or to vote or to direct to vote or to direct the direct the the vote direct the vote disposition of disposition of - --------------------------------------------------------------------------------------------------------- Morgan Stanley Venture Capital - 0 - 100,135 Shares - 0 - 100,135 Shares Fund II, C.V. 79,838 Warrants 79,838 Warrants - --------------------------------------------------------------------------------------------------------- Morgan Stanley Venture Investors, - 0 - 104,402 Shares - 0 - 104,402 Shares L.P. 83,169 Warrants 83,169 Warrants - --------------------------------------------------------------------------------------------------------- Morgan Stanley Venture Capital - 0 - 402,213 Shares - 0 - 402,213 Shares Fund II, L.P. 320,453 Warrants 320,453 Warrants - --------------------------------------------------------------------------------------------------------- Morgan Stanley Venture Partners II, - 0 - 606,750 Shares - 0 - 606,750 Shares L.P. 483,460 Warrants 483,460 Warrants - --------------------------------------------------------------------------------------------------------- Morgan Stanley Venture Capital II, - 0 - 606,750 Shares - 0 - 606,750 Shares Inc. 483,460 Warrants 483,460 Warrants - --------------------------------------------------------------------------------------------------------- Morgan Stanley - 0 - 606,750 Shares - 0 - 606,750 Shares Dean Witter & Co. 483,460 Warrants 483,460 Warrants ========================================================================================================= - ------------ (2) Based on the 11,618,557 shares of Common Stock reported to be outstanding in the report on Form 10-Q filed for the quarter ended September 30, 1998 by the Company, plus the Warrants to purchase an aggregate of 483,460 shares of Common Stock held collectively by Morgan Stanley Venture Capital Fund II, C.V., Morgan Stanley Venture Capital Fund II, L.P. and Morgan Stanley Venture Investors, L.P.
Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certifications. N/A SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 16, 1999 MORGAN STANLEY VENTURE CAPITAL FUND II, C.V. By: Morgan Stanley Venture Partners II, L.P., its general partner By: Morgan Stanley Venture Capital II, Inc., its general partner By: /s/ Peter R. Vogelsang -------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY VENTURE INVESTORS, L.P. By: Morgan Stanley Venture Partners II, L.P., its general partner By: Morgan Stanley Venture Capital II, Inc., its general partner By: /s/ Peter R. Vogelsang -------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY VENTURE CAPITAL FUND II, L.P. By: Morgan Stanley Venture Partners II, L.P., its general partner By: Morgan Stanley Venture Capital II, Inc., its general partner By: /s/ Peter R. Vogelsang -------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY VENTURE PARTNERS II, L.P. By: Morgan Stanley Venture Capital II, Inc., its general partner By: /s/ Peter R. Vogelsang -------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY VENTURE CAPITAL II, INC. By: /s/ Peter R. Vogelsang -------------------------------- Name: Peter R. Vogelsang Title: Secretary MORGAN STANLEY DEAN WITTER & CO. By: /s/ Peter R. Vogelsang -------------------------------- Name: Peter R. Vogelsang Title: Authorized Signatory The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----