SCHEDULE 13D Page 1 of 15
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UNITED STATES As filed with the
SECURITIES AND EXCHANGE COMMISSION SEC on
WASHINGTON, D.C. 20549 October 3, 2001
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EVOLVE SOFTWARE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
30049 P 104
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(CUSIP Number)
MARTHA A. CLARKE ADAMSON
SIERRA VENTURES MANAGEMENT COMPANY
3000 SAND HILL ROAD
BUILDING FOUR, SUITE 210
MENLO PARK, CA 94025
(650) 854-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 23, 2001
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(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [_]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
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 (however, see
the Notes).
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Schedule 13D Page 2 of 15
CUSIP No. 30049 P 104
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
Persons (Entities only).
Sierra Ventures VI, L.P., a California Limited Partnership
("Sierra Ventures VI") 94-3259091
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2. Check the Appropriate Box if a Member of a Group*
(a) [_]
(b) X
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3. SEC Use Only
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4. Source of Funds* N/A
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5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization California
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Number of 7. Sole Voting Power
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 6,779,955 (See (1) below)
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 6,779,955 (See (1) below)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,683,311 (See (3) below)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
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13. Percent of Class Represented by Amount in Row (11)
28.1% (See (4) below)
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14. Type of Reporting Person*
PN
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*See Instructions Before Filling Out.
Schedule 13D Page 3 of 15
CUSIP No. 30049 P 104
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
Persons (Entities only).
SV Associates VI, L.P., a California Limited Partnership ("SV
Associates VI") 94-3259090
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2. Check the Appropriate Box if a Member of a Group*
(c) [_]
(d) X
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3. SEC Use Only
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4. Source of Funds* N/A
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5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization California
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Number of 7. Sole Voting Power
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 6,779,955 (See (1) below)
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 6,779,955 (See (1) below)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,683,311 (See (3) below)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
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13. Percent of Class Represented by Amount in Row (11)
28.1% (See (4) below)
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14. Type of Reporting Person*
PN
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*See Instructions Before Filling Out.
Schedule 13D Page 4 of 15
CUSIP No. 30049 P 104
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
Persons (Entities only).
Sierra Ventures VII, L.P., a California Limited Partnership
("Sierra Ventures VII") 94-3315644
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2. Check the Appropriate Box if a Member of a Group*
(e) [_]
(f) X
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3. SEC Use Only
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4. Source of Funds* WC
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5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization California
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Number of 7. Sole Voting Power
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 5,903,356 (See (2) below)
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 5,903,356 (See (2) below)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,683,311 (See (3) below)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
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13. Percent of Class Represented by Amount in Row (11)
28.1% (See (4) below)
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14. Type of Reporting Person*
PN
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*See Instructions Before Filling Out.
Schedule 13D Page 5 of 15
CUSIP No. 30049 P 104
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
Persons (Entities only).
Sierra Ventures Associates VII LLC, a California limited
liability company ("SV Associates VII") 94-3315643
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2. Check the Appropriate Box if a Member of a Group*
(g) [_]
(h) X
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3. SEC Use Only
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4. Source of Funds* WC
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5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization California
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Number of 7. Sole Voting Power
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 5,903,356 (See (2) below)
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power 5,903,356 (See (2) below)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,683,311 (See (3) below)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
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13. Percent of Class Represented by Amount in Row (11)
28.1% (See (4) below)
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14. Type of Reporting Person*
OO
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*See Instructions Before Filling Out.
Schedule 13D Page 6 of 15
1. Represents 6,163,594 shares of Common Stock held by the Sierra Ventures VI
and 616,361 shares held by SV Associates VI.
2. Represents 821,448 shares of Common Stock held by Sierra Ventures VII and
81,907 shares held by SV Associates VII. Also includes 4,546,650 shares and
453,350 shares which may be acquired within 60 days by Sierra Ventures VII
and SV Associates VII, respectively, upon conversion of shares of Series A
Preferred Stock of the Company issuable pursuant to the Series A Preferred
Stock Purchase Agreement further described under Items 3 and 4 below, and
upon exercise of warrants issuable under such agreement.
3. Represents 6,163,594 shares of Common Stock held by the Sierra Ventures VI,
616,361 shares held by SV Associates VI, 821,448 shares of Common Stock
held by Sierra Ventures VII, and 81,907 shares held by SV Associates VII.
Also includes 4,546,650 shares and 453,350 shares which may be acquired
within 60 days Sierra Ventures VII and SV Associates VII, respectively,
upon conversion of shares of Series A Preferred Stock of the Company
issuable pursuant to the Series A Preferred Stock Purchase Agreement
further described under Items 3 and 4 below, and upon exercise of warrants
issuable under such agreement.
4. Based upon 40,166,616 shares of Common Stock outstanding as of September
11, 2001 plus shares issuable within 60 days to the Reporting Persons (as
defined below).
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Schedule 13D Page 7 of 15
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value
$0.001 per share (the "Common Stock") of Evolve Software, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 1400 65th Street, Suite 100, Emeryville, California 94608.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed on behalf of Sierra Ventures VI, SV
Associates VI, Sierra Ventures VII, and SV Associates VII
(collectively, the "Reporting Persons"). The Reporting Persons are
making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
although neither the fact of this joint filing nor anything contained
herein shall be deemed an admission by any Reporting Person that such
a "group" exists. The agreement among the Reporting Persons to file
jointly (the "Joint Filing Agreement") is attached hereto as Exhibit
1. Each Reporting Person disclaims beneficial ownership of all shares
of Common Stock, other than those reported herein as being owned by
it.
SV Associates VI and SV Associates VII are the general partners of
Sierra Ventures VI and Sierra Ventures VII, respectively. Management
of the business affairs of SV Associates VI and SV Associates VII,
including decisions respecting disposition and/or voting of the shares
of Common Stock and the exercise of rights to acquire Common Stock, is
by majority decision of the general partners of each of SV Associates
VI and SV Associates VII, respectively, as listed on Schedule I
hereto. Each individual general partner disclaims beneficial ownership
of the shares of Common Stock and rights to acquire such shares.
(b) The address of principal business of each Reporting Person is 3000
Sand Hill Road, Building Four, Suite 210, Menlo Park, California
94025.
(c) The principal business of each of the Reporting Entities is that of
making venture capital and similar investments.
(d) None of the Reporting Persons, nor, to the best of their knowledge,
any of the directors, executive officers, control persons, general
partners or members referred to in paragraph (a) above has, during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge,
any of the directors, executive officers, control persons, general
partners or members referred to in paragraphs (a) and (d) above has,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Each of the individuals referred to in paragraphs (d) and (e) above is
a United States citizen.
Schedule 13D Page 8 of 15
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Series A Preferred Stock Purchase Agreement (the "Purchase
Agreement") attached hereto as Exhibit 2, dated as of September 23, 2001, by and
between the Company, Sierra Ventures VII, SV Associates VII and certain other
investors named in the Schedule of Purchasers to the Purchase Agreement, (1)
Sierra Ventures VII and SV Associates VII agreed to purchase 90,933 and 9,067
shares, respectively, of the Company's Series A Preferred Stock (the "Series A
Preferred Stock") at a price of $10 per share, with the purchase price to be
paid in cash at the closing of the sale of such shares (the "Closing"); (2) upon
the Closing, the Company will issue to Sierra Ventures VII and SV Associates VII
warrants to purchase up to an aggregate of 90,933 and 9,067 additional shares,
respectively, of Series A Preferred Stock at a price of $10 per share in cash,
which warrants are exercisable for up to one year after the Closing under
certain circumstances, in the forms attached hereto as Exhibit 3 ("Preferred
Stock Warrants"); (3) upon the Closing, the Company will issue to Sierra
Ventures VII and SV Associates VII warrants to purchase up to 454,665 and 45,335
shares, respectively, of Common Stock at a price of $1.00 per share in the form
attached hereto as Exhibit 4 ("Common Stock Warrants") and (4) the Company
agreed to grant to Sierra Ventures VII and SV Associates VII additional Common
Stock Warrants to purchase that number of shares of Common Stock equal to 25% of
the number of shares of Common Stock into which the shares of Series A Preferred
Stock issued upon exercise of the Preferred Stock Warrants are convertible, at
the time such Preferred Stock Warrants are exercised. Each share of Series A
Preferred Stock will be convertible into Common Stock at an initial conversion
price of $0.50, or at an initial conversion rate of 20 shares of Common Stock
for each share of Series A Preferred Stock, subject to certain adjustments as
set forth in the Certificate of Designation of Series A Preferred Stock of the
Company attached hereto as Exhibit 5 (the "Certificate of Designation").
The total amount of funds required to purchase the Series A Preferred Stock
at the Closing pursuant to the Purchase Agreement will be $909,330 in the case
of Sierra Ventures VII and $90,670 in the case of SV Associates VI, and will be
furnished from the working capital of Sierra Ventures VII and SV Associates VII,
respectively. If Sierra Ventures VII and SV Associates VII elect to exercise the
Preferred Stock Warrants in full, the total amount of funds that will be
required to purchase the additional shares of Series A Preferred Stock issuable
upon such exercise will be $909,330 in the case of Sierra Ventures VII and
$90,670 in the case of SV Associates VI, and will be furnished from the working
capital of Sierra Ventures VII and SV Associates VII, respectively. If Sierra
Ventures VII and SV Associates VII elect to exercise the Common Stock Warrants
in full for cash, the total amount of funds that will be required to purchase
the Common Stock pursuant to such warrants will be $454,665 in the case of
Sierra Ventures VII and $45,335 in the case of Sierra Associates VII (or
$909,330 and $90,670, respectively, if the Preferred Stock Warrants are
exercised in full), which will be provided from the working capital of Sierra
Ventures VII and SV Associates VII, respectively. However, the Common Stock
Warrants provide Sierra Ventures VII and SV Associates VII the option to convert
such warrants on a cashless basis by electing to have the Company withhold a
number of shares otherwise issuable upon exercise of the Warrants that is equal
in value at the time of conversion to the aggregate exercise price of the shares
actually issued upon such conversion. Sierra Ventures VII and SV Associates VII
have not made any determination as to whether they will exercise the Common
Stock Warrants, if at all, either for cash or on a cashless basis.
Except as otherwise expressly stated, all shares are reported on a common
stock equivalent basis, assuming that all warrants issued or issuable pursuant
to the Purchase Agreement are exercised in full for cash.
Schedule 13D Page 9 of 15
ITEM 4. PURPOSE OF TRANSACTION
The Reporting persons purchased the shares of Common Stock currently held
by them, and Sierra Ventures VII and SV Associates VII may purchase additional
shares of Series A Preferred Stock and Common Stock pursuant to the Purchase
Agreement, in order to obtain an equity position in the Company for investment
purposes.
Jeffrey M. Drazan, a general partner of SV Associates VI, the general
partner of Sierra Ventures Sierra Ventures VI, and a managing member of SV
Associates VII, the general partner of Sierra Ventures VII, currently serves as
director of the Company. As a result, Mr. Drazan may be deemed to be a
"control" person of the Company.
The Reporting Persons may from time to time acquire additional shares of
Common Stock or dispose of shares of Common Stock through open market or
privately negotiated transactions, or otherwise, depending on existing market
conditions and other considerations discussed below. Each of the Reporting
Persons intends to review its investment in the Company on a continuing basis
and, depending upon the price and availability of shares of the Company's Common
Stock, subsequent developments affecting the Company, the Company's business and
prospects, other investment and business opportunities available to such
Reporting Person, general stock market and economic conditions, tax
considerations and other factors considered relevant, may decide at any time to
increase, or to decrease, the size of its investment in the Company.
PURCHASE AGREEMENT. On September 23, 2001, Sierra Ventures VII and SV
Associates VII entered into the Purchase Agreement pursuant to which the Company
agreed to issue and sell, and Sierra Ventures VII and SV Associates VII agreed
to purchase, the Series A Preferred Stock at the Closing and the Company agreed
to issue to Sierra Ventures VII and SV Associates VII the Preferred Stock
Warrants and Common Stock Warrants, all as set forth in Item 3 above. The
Series A Preferred Stock and Common Stock Warrants contain adjustment provisions
pursuant to which, in certain circumstances, Sierra Ventures VII and SV
Associates VII may be entitled to acquire additional shares of the Company's
Common Stock. In addition, the number of shares of Common Stock into which the
Series A Preferred Stock is convertible will increase at the rate of 8.00% per
year from the date of issue. As a condition to closing under the Purchase
Agreement, the Company will file the Certificate of Designation, which provides
that the Series A Preferred Stock shall have dividend, liquidation, conversion
and voting rights in preference to the Common Stock. Descriptions of such
rights contained herein are qualified in their entirety by reference to the form
of Certificate of Designation attached as Exhibit 5 hereto.
CONVERSION OF SERIES A PREFERRED STOCK. Pursuant to the Certificate of
Designation, the Company may cause all of the shares of Series A Preferred Stock
to be automatically converted into Common Stock at any time after the fifth
anniversary of the date of initial issuance of such shares, provided that the
Company may only cause such automatic conversion if the closing price per share
of Common Stock for thirty (30) consecutive trading days ending within ten (10)
days of the date on which notice of such automatic conversion is given to the
holders of the Series A Preferred Stock shall have been at least $5.00, as
adjusted for any stock splits, stock dividends and similar events. All shares of
Series A Preferred Stock will also automatically convert into Common Stock at
the election of the holders of a majority of the outstanding shares of Series A
Preferred Stock. The Series A Preferred Stock may also be converted at any time
at the election of each holder.
VOTING. As set forth in the Certificate of Designation, holders of Series
A Preferred Stock are entitled to vote such stock on an as converted basis
(without giving effect to certain adjustments in the conversion ratio subsequent
Schedule 13D Page 10 of 15
to the Closing Date), together with the holders of Common Stock as a single
class with respect to all matters, except under specified circumstances
described below under "Board Representation" with respect to the election of
directors and under "Change of Control" with respect to certain Change of
Control transactions. In addition, the Company will not, without the affirmative
vote of the holders of a majority of the outstanding shares of Series A
Preferred Stock, (i) amend or repeal the provisions of the Certificate of
Designation; (ii) authorize or issue any shares of a class or series senior to
the Series A Preferred Stock or any bonds, debentures, notes or other
obligations convertible into or exchangeable for, or having option rights to
purchase, any shares of stock senior to the Series A Preferred Stock; (iii)
issue any bonds, debentures or notes or incur similar debt obligations, other
than trade debt in the ordinary course of business; (iv) pay any dividend on any
shares of stock junior to the Series A Preferred Stock or repurchase or redeem
any such shares of stock junior to the Series A Preferred Stock, except for
repurchases of unvested shares of stock at cost from employees, directors,
consultants and other service providers; (v) repurchase any outstanding shares
of stock, except for repurchase of shares held by employees pursuant to
repurchase agreements approved by the board of directors and redemption of
shares of Series A Preferred Stock; (vi) amend the bylaws to increase the
authorized number of directors of the Company to more than eight; or (vii)
authorize or issue any shares of any class or series of stock on parity with the
Series A Preferred Stock or any bonds, debentures, notes or other obligations
convertible into or exchangeable for, or having option rights to purchase, any
shares of stock on parity with the Series A Preferred Stock provided that such
restriction shall no longer be applicable if Preferred Stock Warrants are not
exercised to purchase 500,000 or more shares of Series A Preferred Stock prior
to the six-month anniversary of the date of first issuance of Series A Preferred
Stock.
BOARD REPRESENTATION. The terms of the Series A Preferred Stock, as set
forth in the Certificate of Designation, provide for holders of the Series A
Preferred Stock to elect three members to the Board, voting separately as a
class. Except as described in the next sentence, this provision remains in
effect for so long as at least 75% of the shares of Series A Preferred Stock
issued by the Company outstanding. If less than 75% but at least 50% of the
shares of Series A Preferred Stock issued by the Company remain outstanding, or
if Warburg Pincus Private Equity VIII, L.P. ("Warburg") does not exercise
Preferred Stock Warrants to purchase at least 500,000 shares of Series A
Preferred Stock prior to expiration of such warrants, the number of directors to
be elected by holders of Series A Preferred Stock voting separately shall be
reduced to two. If less than 50% but at least 25% of the shares of Series A
Preferred Stock issued by the Company remain outstanding, the number of
directors to be elected by holders of the Series A Preferred Stock voting
separately shall be reduced to one. If less than 25% of the shares of Series A
Preferred Stock issued by the Company remain outstanding, the holders of Series
A Preferred Stock will no longer have the right to elect any members of the
board of directors voting separately. All other directors will be elected by
the holders of the Common Stock and the Series A Preferred Stock voting as a
single class. The initial designees of the holders of Series A Preferred Stock,
Gayle Crowell, Cary Davis and Nancy Martin, will be appointed to the Board
effective as of the Closing. To the knowledge of the Reporting Persons, Mr.
Davis and Ms. Martin are Members and Managing Directors of Warburg, Pincus LLC
and are Partners of Warburg, Pincus & Co., and Ms. Crowell is a full-time
adviser of Warburg, Pincus LLC..
CHANGE OF CONTROL. Under the Certificate of Designation, the Company may
not consummate any Change of Control Transaction, as defined the Certificate of
Designation, without the affirmative vote of holders of a majority of the
outstanding shares of Series A Preferred Stock, unless such transaction would
result in aggregate consideration paid in respect of such Series A Preferred
Stock equal to the original purchase price thereof, plus an internal rate of
return equal to at least 50%. In addition, in the event of any Change of
Control Transaction, holders of Common Stock Warrants will have the right to
Schedule 13D Page 11 of 15
deliver such warrants to the Company in exchange for payments equal to the
Black-Scholes value of such warrants at the time of such transaction, payable in
cash or, subject to certain conditions, Common Stock of the Company.
PREEMPTIVE RIGHTS. Effective as of the closing under the Purchase Agreement
and subject to certain exceptions, the Company will grant to the purchasers of
Series A Preferred Stock rights to maintain their percentage ownership in the
Company in the event of future equity issuances by the Company. A copy of the
Preemptive Rights Agreement providing for such rights is attached as Exhibit 6
hereto.
REGISTRATION OF SHARES OF COMMON STOCK FOR RESALE. Pursuant to the terms of
the Purchase Agreement, subject to certain conditions the Company has agreed to
prepare and file with the SEC, upon request of holders of Series A Preferred
Stock after June 1, 2002, registration statements to enable the resale of the
shares of Common Stock issued or issuable upon conversion of the Series A
Preferred Stock (including Series A Preferred Stock issuable upon exercise of
the Preferred Stock Warrants) and upon exercise or conversion of the Common
Stock Warrants.
The foregoing summary of the Purchase Agreement and the agreements and
transactions contemplated thereby is qualified in its entirety by reference to
the Purchase Agreement, the Preferred Stock Warrants, the Common Stock Warrants,
the Certificate of Designation and the Preemptive Rights Agreement, copies of
which are set forth as Exhibits 2-6 and are incorporated herein by reference
Except as set forth in this Item 4 or Item 6, none of the Reporting Persons
currently have any plans or proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The shares of Common Stock of the Company currently held by the
Reporting Persons are as set forth in rows 7-11 of the cover pages
hereof, including the footnotes thereto. After the Closing under the
Purchase Agreement, and assuming (i) exercise of all Preferred Stock
Warrants issued to Sierra Ventures VII and SV Associates VII; (ii)
full conversion of the shares of Series A Preferred Stock issuable to
Sierra Ventures VII and SV Associates VII at the closing and pursuant
to the Preferred Stock Warrants and (iii) full exercise for cash of
all Common Stock Warrants issuable to Sierra Ventures VII and SV
Associates VII at the Closing and upon exercise of the Preferred Stock
Warrants, Sierra Ventures VII and SV Associates VII may be deemed to
beneficially own an additional 5,000,000 shares of Common Stock. After
giving effect to such Closing and subsequent exercises, each of the
other Reporting Persons may be deemed under Rule 13d-3 under the
Exchange Act to own beneficially 12,683,310 shares of Common Stock,
representing approximately 28.1% of the outstanding Common Stock,
calculated in accordance with Rule 13d-3.
(b) The number of shares of Common Stock of the Company as to which each
of the Reporting Persons has sole or shared power to vote are as set
forth in rows 7-8 of the cover pages hereof, including the footnotes
thereto.
Schedule 13D Page 12 of 15
(c) Other than as set forth in Item 4 hereof, no transactions in the
Common Stock were effected during the last sixty days by the Reporting
Persons or any of the persons set forth on Schedule I hereto.
(d) Except as set forth in this Item 5 and in Item 2(a) hereof, no person
other than each respective record owner referred to herein of
securities is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF EVOLVE
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement attached hereto as Exhibit 1, with
respect to the joint filing of this statement and any amendment or amendments
hereto.
As an inducement to Warburg to enter into the Purchase Agreement, on
September 23, 2001 the Reporting Persons and certain other stockholders of the
Company (together with the Reporting Persons, the "Stockholders"), entered into
a voting agreement (the "Voting Agreement") with Warburg in the form attached
hereto as Exhibit 7. Pursuant to the Voting Agreement, each of the stockholders
agreed to vote (or cause to be voted) all of the shares of the Company's stock
owned or acquired by them at any meeting of the stockholders of the Company, and
in any action by written consent of the stockholders of the Company, (i) in
favor of the approval of the transactions contemplated by the Purchase Agreement
including the issuance of capital stock of the Company pursuant thereto, (ii) in
favor, to the extent it is necessary, of an increase in the number of
authorized, but unissued, shares of Company Common Stock, in an amount
determined by the Company's Board of Directors, (iii) in favor, if proposed by
the Company's Board of Directors, of a reverse stock split of the Company's
Common Stock, and (iv) in favor of any other matter directly relating to and in
furtherance of consummation of the transactions contemplated by the Purchase
Agreement. This summary of the Voting Agreement is qualified in its entirety by
reference to the form of Voting Agreement attached as Exhibit 7 hereto.
The Purchase Agreement and the agreements contemplated thereby are
described in Item 3, Item 4 and Item 5 above.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 above or between the Reporting Persons and any other person with respect
to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement dated October 2, 2001 among the
Reporting Persons.
Exhibit 2. Series A Preferred Stock Purchase Agreement, dated as of
September 23, 2001, by and among the Company, the Reporting
Persons and certain other persons.
Exhibit 3. Form of Form A Subscription Warrant and Form of Form B
Subscription Warrant.
Exhibit 4. Form of Warrant to Purchase Shares of Common Stock.
Schedule 13D Page 13 of 15
Exhibit 5. Form of Certificate of Designation of Series A Preferred
Stock of Evolve Software, Inc.
Exhibit 6. Form of Preemptive Rights Agreement between the Company,
the Reporting Persons and certain other persons.
Exhibit 7. Form of Voting Agreement among Warburg and the Reporting
Persons.
Exhibit 8. Power of Attorney
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated: October 3, 2001 SIERRA VENTURES VI, L.P.
By: SV Associates VI, L.P.
Its General Partner
By: /s/ Martha A. Clarke Adamson
----------------------------
Name: Martha A. Clarke Adamson
Title: Attorney in Fact for the General
Partner
Dated: October 3, 2001 SV ASSOCIATES VI, L.P.
By: /s/ Martha A. Clarke Adamson
----------------------------
Name: Martha A. Clarke Adamson
Title: Attorney in Fact
Dated: October 3, 2001 SIERRA VENTURES VII, L.P.
By: SV Associates VII LLC
Its General Partner
By: /s/ Martha A. Clarke Adamson
----------------------------
Name: Martha A. Clarke Adamson
Title: Attorney in Fact for the General
Partner
Dated: October 3, 2001 SIERRA VENTURES ASSOCIATES VII LLC
By: /s/ Martha A. Clarke Adamson
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Name: Martha A. Clarke Adamson
Title: Attorney in Fact
SCHEDULE I
GENERAL PARTNERS OF SV ASSOCIATES VI, L.P., AND MANAGERS OF SV ASSOCIATES
VII, LLC
Set forth below, with respect to each general partners of SV Associates VI,
L.P., and managers of Sierra Ventures Associates VII, LLC are the following: (a)
name; (b) business address and (c) citizenship.
1. (a) Peter C. Wendell
(b) c/o Sierra Ventures
3000 Sand Hill Road
Building Four, Suite 210
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Jeffrey M. Drazan
(b) c/o Sierra Ventures
3000 Sand Hill Road
Building Four, Suite 210
Menlo Park, CA 94025
(c) United States Citizen
3. (a) David C. Schwab
(b) c/o Sierra Ventures
3000 Sand Hill Road
Building Four, Suite 210
Menlo Park, CA 94025
(c) United States Citizen
4. (a) Steven P. Williams (Managing Member of Sierra Ventures
Associates VII, LLC only)
(b) c/o Sierra Ventures
3000 Sand Hill Road
Building Four, Suite 210
Menlo Park, CA 94025
(c) United States Citizen
INDEX OF EXHIBITS
Exhibit 1. Joint Filing Agreement, dated October 2, 2001 among the Reporting
Persons.
Exhibit 2. Series A Preferred Stock Purchase Agreement, dated as of
September 23, 2001, by and among the Company, the Reporting
Persons and certain other persons.
Exhibit 3. Form of Form A Subscription Warrant and Form of Form B
Subscription Warrant.
Exhibit 4. Form of Warrant to Purchase Shares of Common Stock.
Exhibit 5. Form of Certificate of Designation of Series A Preferred Stock of
Evolve Software, Inc.
Exhibit 6. Form of Preemptive Rights Agreement between the Company, the
Reporting Persons and certain other persons.
Exhibit 7. Form of Voting Agreement among Warburg and the Reporting Persons.
Exhibit 8. Power of Attorney