Contact Information: Investor Relations Jay Pfeiffer Pfeiffer High Investor Relations, Inc. 303.393.7044 Press Relations Sarah Hurp Marketing Manager Evolving Systems +44 1225 478060
Evolving Systems Announces Plans for Reverse Stock Split
Company's Action Intended to Benefit Stockholders
| Source: Evolving Systems
ENGLEWOOD, CO--(Marketwire - April 1, 2009) - Evolving Systems, Inc. (NASDAQ : EVOL ), a
leading provider of software solutions and services to the wireless,
wireline and cable markets, today announced that its Board of Directors has
approved a reverse stock split of the Company's common stock. The reverse
stock split is subject to stockholder approval.
"During the past two years Evolving Systems has demonstrated significant
success by delivering steady year-over-year revenue and earnings growth,
improving balance sheet metrics, and growing market share," said Thad
Dupper, president and chief executive officer of Evolving Systems. "We have
been advised that when a company executes a reverse stock split from a
position of strength, it has the potential to produce very positive
results. For that reason, we are seeking stockholders' approval to
authorize a reverse split as a way to generate increased institutional
investor interest in the shares of Evolving Systems. We believe a higher
share price, together with improved earnings per share, could make Evolving
Systems a more attractive investment for larger investors who typically
would not consider investing in our company today because of its low stock
price. For example, in 2008 our earnings per share were $.15. If we were
to effect a one-for-three reverse split our EPS for the same results would
be $.45/share since there would be one third as many shares outstanding.
Assuming the continued successful execution of our growth strategy, this
action, together with the continued reduction of our debt obligations sets
the stage for increasing long-term value to our stockholders."
If the stockholders approve the reverse split, Evolving Systems' Board will
have the authority to select a reverse stock split ratio of either 1-for-2,
1-for-3 or 1-for-4 so that, depending on the ratio chosen, either 2, 3 or 4
shares of issued and outstanding common stock will convert into one share
of common stock. The exact timing of the reverse split will be determined
by the Board of Directors based on its evaluation as to when the action
will be the most advantageous to the Company and stockholders. In addition,
the Board of Directors will have the right to elect not to proceed with the
reverse stock split if, at any time prior to filing documents with the
State of Delaware, the Board of Directors determines that it is no longer
in the Company's best interests and the best interests of the Company's
stockholders to proceed with the reverse stock split.
The Company anticipates that, initially, the price of each share of common
stock would increase by the same ratio so that a stockholder would have
fewer but higher priced shares, keeping the value of each stockholder's
total investment the same when the market opens on the date a split becomes
effective. A reverse stock split would not have any impact on the voting
and other rights of stockholders and each stockholder's proportionate
percentage ownership interest in the Company would remain the same. The
Company said a reverse stock split will have no impact on its business
operations or any of its credit facilities.
The Company plans to have this proposal voted on at the Annual
Stockholders' Meeting in June. The time, date, location and other details
regarding the Annual Meeting will be communicated to stockholders at a
later date via proxy material, which will be filed with, and subject to,
the review by the Securities and Exchange Commission (SEC). Evolving
Systems' Board has preliminarily set April 13, 2009 as the record date for
stockholders entitled to receive a proxy statement and vote at the Annual
Meeting.
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.
Its portfolio includes market-leading products for Service Activation,
Service Verification, Process Management, 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. Further information is
available on the web at www.evolving.com
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 impact of the reverse stock split on
stockholders and the Company and whether the reverse stock split will
result in increased interest by institutional investors are forward-looking
statements. These statements are based on our expectations and are
naturally subject to uncertainty and changes in circumstances. The Company
cannot predict what the price of its stock will be after the reverse stock
split occurs or what its earnings per share will be following the reverse
stock split. 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 11, 2009, as well as subsequently filed Forms 10-Q,
8-K and press releases.