sc13dza

0000950123-10-053651.txt : 20100527 0000950123-10-053651.hdr.sgml : 20100527 20100527150928 ACCESSION NUMBER: 0000950123-10-053651 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100527 DATE AS OF CHANGE: 20100527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGER KAREN CENTRAL INDEX KEY: 0001265181 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 212 VACCARO DRIVE CITY: CRESSKILL STATE: NJ ZIP: 07626 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54125 FILM NUMBER: 10862312 BUSINESS ADDRESS: STREET 1: 9777 PYRAMID COURT, SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3038021000 MAIL ADDRESS: STREET 1: 9777 PYRAMID COURT, SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 13D/A 1 y84826sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9 )

Evolving Systems, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

30049R209

(CUSIP Number)

Karen Singer
212 Vaccaro Drive
Cresskill, NJ 07626
(201) 750-0415

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 24, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

* 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 disclosures provided in a prior cover page.

The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No.		30049R209


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) KAREN SINGER


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES

		7	SOLE VOTING POWER

NUMBER OF			2,469,694

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,469,694

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,469,694

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o N/A

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	24.6%

14	TYPE OF REPORTING PERSON

	IN

This constitutes Amendment No. 9 (the “Amendment No. 9”) to the Statement on Schedule 13D, filed on behalf of Karen Singer (“Ms. Singer”), dated February 28, 2008 (the “Statement”), relating to the common stock (the “Common Stock”) of Evolving Systems, Inc., a Delaware corporation (the “Issuer” or “Company”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and restated as follows:

Ms. Singer is the trustee of the Trust, which was created pursuant to that certain Trust Agreement, dated May 29, 1998 (the “Trust Agreement”). All of the shares of Common Stock reported herein were purchased with funds generated and held by the Trust. The aggregate amount of funds used for the purchase of these shares was approximately $10,642,072.00.

Item 4. Purpose of the Transaction.

Item 4 of the Statement is hereby amended by adding the following at the end thereof:

The purpose of this Amendment No. 9 is to report that, since the filing of Amendment No. 8 to the Statement, dated May 21, 2010 (“Amendment No. 8”), a material change occurred in the percentage of shares of Common Stock beneficially owned by Ms. Singer.

Ms. Singer has also entered into a Confidentiality Agreement in the form filed as Exhibit 99.1 to this Schedule 13D (the “Confidentiality Agreement”), by and between the Issuer and Ms. Singer. The Confidentiality Agreement provided that, subject to certain exceptions set forth therein, the Trust will not disclose and will keep confidential certain information received to the Trust by the Issuer during the period commencing on the date that the Confidentiality Agreement was entered into and ending on July 31, 2010. Ms. Singer entered into the Confidentiality Agreement in connection with the Trust’s ongoing discussions with the Company regarding governance and enhancing shareholder value.

Except as described above in this Item 4 and herein, Ms. Singer does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Ms. Singer reserves the right to change plans and take any and all actions that Ms. Singer may deem appropriate to maximize the value of her investments, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by her, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by Ms. Singer in light of her general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. Ms. Singer may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a) Ms. Singer is the beneficial owner of 2,469,694 shares of Common Stock as trustee of the Trust, comprising approximately 24.6% of the outstanding shares of Common Stock.

(b) Ms. Singer has sole dispositive and voting power over all of the shares of Common Stock reported on this Schedule 13D.

(c) Ms. Singer has effected the following transactions in shares of Common Stock on the open market since the filing of Amendment No. 8:

No. of

Transaction

Trade date

Price/share

Purchase

5/21/2010

35,000

6.8299

Purchase

5/24/2010

94,452

6.8177

(d) No person other than Ms. Singer has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 4 of this Schedule 13D/A is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits


Exhibit 99.1		Confidentiality Agreement dated May 24, 2010.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: May 27, 2010



	/s/ Karen Singer
	Karen Singer

EX-99.1 2 y84826exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this “Agreement”) is entered into as of the 24th day of May, 2010, by and between Evolving Systems, Inc. (“Evolving Systems”) and Karen Singer, as Trustee of the Singer Children’s Management Trust and Gary Singer (collectively, “Recipient”).

RECITALS

A.		Evolving Systems contemplates providing certain confidential financial and business information to Recipient; and

B.		Recipient is willing to receive such confidential information.

In consideration of the above and the covenants contained in this Agreement, the parties agree as follows:

1. Confidential Information.

For purposes of this Agreement, the term “Confidential Information” means any and all oral, written or electronic information which is made available to Recipient by Evolving Systems during the term of this Agreement regardless of the manner in which such information is furnished. The term “Confidential Information” does not include, however, any information which (a) at the time of disclosure by Evolving Systems, or thereafter, is generally available to the public (other than as a result of a disclosure made directly or indirectly by Recipient), (b) was available to the Recipient on a non-confidential basis from a source other than Evolving Systems (provided that such source is not or was not known to be bound by a confidentiality agreement with Evolving Systems), or (c) has been shown by reasonably acceptable evidence to have been independently acquired or developed by the Recipient without violating any of the Recipient’s obligations under Section 2 below.

2. Covenant Not to Disclose.

The Confidential Information will not be disclosed to third parties and will be kept confidential by the Recipient. Notwithstanding the preceding sentence, Recipient may disclose the Confidential Information or portions thereof to those of Recipient’s advisors (“Representatives”) who need to know such information for the purpose of providing advice to Recipient, if Recipient (i) informs such Representative of the confidential nature of the Confidential Information and (ii) secures the agreement of such Representative to the terms and conditions of this agreement.

3. Notification.

In the event that Recipient becomes legally compelled to disclose any Confidential Information, Recipient shall provide Evolving Systems with prompt notice before such Confidential Information is disclosed so that Evolving Systems may, at the sole cost and expense of Evolving Systems, seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, Recipient shall furnish only that portion of the Confidential Information which Recipient is advised by counsel that Recipient is legally required to provide and shall exercise, at the sole cost and expense of Evolving Systems, Recipient’s reasonable efforts to assist Evolving Systems in obtaining a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information that is required to be disclosed.

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4. Return of Confidential Information.

At any time upon the request of Evolving Systems, Recipient agrees to return promptly all copies, extracts or other reproductions in whole or in part of the Confidential Information in his possession to Evolving Systems, and Recipient agrees to destroy all copies of any memoranda, notes, analysis, compilations, studies or other documents prepared by Recipient based on, containing or reflecting any Confidential Information, except that one copy of such materials may be retained by Recipient’s counsel for the purpose of documenting the materials Recipient has received. Such destruction shall, if requested, be certified in writing to Evolving Systems.

5. Term; Amendment; Waiver.

(a) No provision in this Agreement may be waived or amended except by written consent of Evolving Systems and the Recipient. It is further understood and agreed that no failure or delay by Evolving Systems or Recipient in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise or waiver of a right, power or privilege preclude any other or further exercise thereof.

(b) This Agreement shall be effective through July 31, 2010. No such termination shall affect the application of this Agreement to any disclosures made prior to the termination of this Agreement.

6. Enforcement of Rights.

To protect the Confidential Information and in order for Evolving Systems to enforce its rights under this Agreement, Evolving Systems shall be entitled to a temporary restraining order, a preliminary injunction, or a permanent injunction by any court of competent jurisdiction to enjoin and restrain the unauthorized disclosure or use of any Confidential Information, or other violation of this Agreement, and these rights shall be cumulative to any other rights Evolving Systems might have.

7. No Trading in Stock

Recipient understands that during the term of this Agreement they may be exposed to business plans, forecasts and other information that may constitute “material, non-public information” of Evolving Systems. In addition to the restrictions provided for in this Agreement, use or disclosure of such information may give rise to liability under U.S. Federal securities laws. Therefore, but without limiting the provisions of Section 5(b) hereof, Recipient acknowledges that, so long as they are in possession of material non-public information about Evolving Systems, they will comply with applicable federal and state securities laws with respect to purchases and sales of Evolving Systems’ securities.

8. Miscellaneous Provisions.

a. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter described in this Agreement. This Agreement may be waived, amended or modified only by an instrument in writing signed by the party against which such waiver, amendment or modification is sought to be enforced.

b. In case any one or more of the provisions contained in this Agreement shall be held to be unenforceable in any respect, such unenforceability shall not affect any other provision of this Agreement.

c. Section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any provision of this Agreement.

d. This Agreement shall be governed by the laws of the State of Delaware.

e. Neither party to this Agreement may transfer or assign its rights under this Agreement without the prior written consent of the other party. The agreement shall continue for the benefit of and shall be binding upon the successors and permitted assigns of each party.

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f. PDF or faxed copies of this Agreement, signed by each of the parties, shall be enforceable as originals.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.


EVOLVING SYSTEMS, INC.		GARY SINGER

By:	/s/ Anita T. Moseley	/s/ Gary Singer
	Name: Anita T. Moseley


		KAREN SINGER, Trustee of the Singer Children’s Management Trust

		/s/ Karen Singer

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