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)
June 23, 2011
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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incorporation) |
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No.) |
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 5.07 Submission of Matters to a Vote of Security Holders
The Company held a Special Meeting of Stockholders on June 23, 2011 (“Special Meeting”) at the Company’s headquarters in Englewood, Colorado. The Company is providing the following information regarding the results of the matters voted on by stockholders at the Special Meeting.
The Company’s stockholders approved the Asset Sale to NeuStar, Inc. pursuant to the Purchase Agreement entered into between the parties on April 21, 2011. The stockholders also approved adjournments or postponements of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there were insufficient votes at the time of the Special Meeting to approve the Asset Sale. Each proposal required the affirmative vote of the holders of a majority of the Company’s issued and outstanding common stock entitled to vote. There were 10,783,080 shares of common stock entitled to vote at the Special Meeting.
The final voting results on these matters were as follows:
1. Approval of Asset Sale:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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7,434,765 |
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16,588 |
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13,867 |
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0 |
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2. Approval of adjournment or postponement of the Special Meeting, if necessary or appropriate:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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7,340,523 |
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111,491 |
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13,205 |
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0 |
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Item 8.01 Other Events
On June 23, 2011, the Company issued a press release announcing the approval of the Asset Sale by the Company’s stockholders at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
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Exhibit |
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Description |
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99.1 |
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Press Release dated June 23, 2011. |
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: June 24, 2011
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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 |
EXHIBIT 99.1
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IMMEDIATE RELEASE |
NEWS |
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June 23, 2011 |
NASDAQ-EVOL |
Evolving Systems Stockholders Approve Sale of Numbering Solutions Business to Neustar, Inc.
ENGLEWOOD, Colorado — Evolving Systems, Inc. (Nasdaq: EVOL), a leading provider of software solutions and services to the wireless, wireline and IP carrier market, today announced that at its special meeting of stockholders on June 23, 2011, stockholders approved the sale of the Company’s Numbering Solutions business to Neustar, Inc. (NYSE: NSR) for approximately $39.0 million in cash and the assumption of certain liabilities. The transaction is expected to close within the next two weeks.
The results of the proxy tabulation included 7.4 million votes in favor of the sale with less than 17,000 votes against the proposal. Detailed voting results will be reported by the Company on Form 8K to be filed with the SEC.
Lazard acted as financial advisor and B. Riley & Co. provided a fairness opinion to Evolving Systems for this transaction.
About Evolving Systems®
Evolving Systems, Inc. (NASDAQ: EVOL) is a provider of software and services to more than 70 network operators in over 40 countries worldwide. Following the sale of its Numbering Solutions business, the Company’s product portfolio will include market-leading products for Service Activation, Service Verification, Dynamic SIM Allocation, M2M and Mediation. Founded in 1985, the Company has headquarters in Englewood, Colorado, with offices in the United Kingdom, India and Malaysia. Further information is available on the web at www.evolving.com.
About Neustar, Inc.
Neustar, Inc. (NYSE: NSR) provides market-leading, innovative solutions and directory services that enable trusted communication across networks, applications, and enterprises around the world. Visit Neustar online at www.neustar.biz.
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. Specifically, statements about the Company’s timetable for selling its Numbering Solutions business described in this press release are forward-looking statements. 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, and important factors that could cause actual results to differ materially from those contained in the forward-looking statements, please refer to the Company’s
Form 10-K filed with the SEC on March 8, 2011, as well as subsequently filed Forms 10-Q, 8-K and press releases.
CONTACTS:
Investor Relations
Jay Pfeiffer
Pfeiffer High Investor Relations, Inc.
303.393.7044
jay@pfeifferhigh.com
Press Relations
Sarah Hurp
Marketing Manager
Evolving Systems
+44 1225 478060
sarah.hurp@evolving.com