Contact Information: CONTACTS: Investor Relations Jay Pfeiffer Pfeiffer High Investor Relations, Inc. +1 303 393 7044 Press Relations Sarah Hurp Marketing Manager Evolving Systems +44 1225 478060
Evolving Systems, Inc. Announces Completion of One-for-Two Reverse Stock Split
| Source: Evolving Systems
ENGLEWOOD, CO--(Marketwire - July 21, 2009) - Evolving Systems, Inc. (NASDAQ : EVOLD ), a
leading provider of software solutions and services to the wireless,
wireline and cable markets, today announced that its previously disclosed
one-for-two reverse stock split of its common stock became effective at
11:59 p.m. (Eastern time) on July 20, 2009 (the "Effective Time"). Trading
of Evolving Systems' common stock on the Nasdaq Capital Market will
continue, on a reverse stock split-adjusted basis, with the opening of the
markets today, July 21, 2009, under the Company's new CUSIP number, 30049R
209 (Old CUSIP Number: 30049R 100).
As a result of the reverse stock split, each two shares of Evolving
Systems' common stock that were issued and outstanding or held in treasury
at the Effective Time were automatically combined into one share, subject
to the elimination of fractional shares as described below. The total
number of shares of common stock issued and outstanding was reduced from
approximately 19.5 million shares to approximately 9.75 million shares.
The Company's common stock will trade under the symbol "EVOLD" for 20 days
to designate that it is trading on a post-reverse stock split basis. The
common stock will resume trading under the symbol "EVOL" after the 20-day
period.
The Company has retained its transfer agent, American Stock Transfer &
Trust Company ("AST"), to act as exchange agent for the reverse stock
split. Stockholders of record as of the Effective Time will receive a
letter of transmittal providing instructions for the exchange of their
stock certificates. Stockholders who hold their shares in "street name"
will be contacted by their banks or brokers with any instructions.
In conjunction with the reverse stock split, Evolving Systems is converting
to a paperless stock certificate system, namely, the Direct Registration
System ("DRS"). With DRS, shares are issued in "book-entry" form only,
meaning the Company will no longer issue paper stock certificates. As a
result, any stockholder who owns shares in certificated form as of the
Effective Time will not receive new, post-reverse stock split paper stock
certificates in exchange for old, pre-reverse stock split paper stock
certificates. Instead, such a stockholder will receive a statement that
indicates how many new, post-reverse stock split shares the stockholder
owns through DRS, along with a brochure explaining how to access the
stockholder's online account with AST. For further information,
stockholders and securities brokers should contact AST at (877) 248-6417 or
(718) 921-8317.
Stockholders who would otherwise hold fractional shares because the number
of shares of common stock they hold before the reverse stock split is not
evenly divisible by the reverse stock split ratio will be entitled to
receive cash (without interest or deduction) in lieu of such fractional
shares. Where shares are held in certificated form, stockholders must
provide AST with a properly completed and duly executed transmittal letter
and surrender all old certificate(s), after which they will receive an
amount equal to the proceeds attributable to the sale of such fractional
shares following the aggregation and sale by AST of all fractional shares
otherwise issuable. Stockholders who hold their stock in "street name"
should contact their brokers for further information regarding payment for
fractional shares.
About the Company
Evolving Systems, Inc. is a provider of software and services to more than
70 network operators in over 40 countries worldwide. Its portfolio
includes market-leading products for Service Activation, Service
Verification, Dynamic SIM Allocation, Number Portability, Number Inventory
and Mediation solutions. Founded in 1985, the Company has headquarters in
Englewood, Colorado, with offices in the United Kingdom, Germany, India and
Malaysia.
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. 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, please refer to the Company's Form 10-K filed with the
U.S. SEC on March 11, 2009, as well as subsequently filed Forms 10-Q, 8-K
and press releases and the Company's website at www.evolving.com.