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 20, 2009

 

Evolving Systems, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation)

 

0-24081
(Commission File Number)

 

84-1010843
(I.R.S. Employer Identification
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 7.01             REGULATION FD DISCLOSURE

 

On November 20, 2009, Evolving Systems, Inc. (the “Company”) issued a press release announcing that it had fully retired the balance owing on its Subordinated Notes in advance of the May 16, 2011 due date.  The outstanding amount (principal plus accrued interest) under the Subordinated Notes was approximately $3.2 million.  The full text of Evolving Systems’ press release is furnished herewith as Exhibit 99.1.

 

Text of Agreements.  The full text of the Subordinated Notes was attached as Exhibit 10.1(k) to our Form 8-K filed with the SEC on November 14, 2005.  The full text of the Subordination Agreement and Subordinated Notes Amendment were attached as Exhibits 10.1(h) and 10.1(i), respectively, to our Form 8-K filed with the SEC on February 27, 2008.  The foregoing description is qualified in its entirety by reference to such exhibits.

 

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit 99.1            Press release issued by Evolving Systems furnished as Exhibit 99.1

 

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:  November 20, 2009

 

 

Evolving Systems, Inc.

 

 

 

By:

/s/ ANITA T. MOSELEY

 

 

Anita T. Moseley

 

 

Sr. Vice President & General Counsel

 

2