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 One-for-Two Reverse Stock Split
| Source: Evolving Systems
ENGLEWOOD, CO--(Marketwire - July 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 the implementation of a one-for-two reverse stock split of the
Company's common stock. The reverse stock split, which was authorized by
the stockholders at the Company's 2009 annual meeting of stockholders on
June 9, 2009, will take effect 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 on July 21, 2009.
As a result of the reverse stock split, each two shares of Evolving
Systems' common stock that are issued and outstanding or held in treasury
at the Effective Time will be 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 will be
reduced from approximately 19.5 million shares to approximately 9.75
million shares.
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 as soon as practicable following the reverse stock
split. Stockholders who hold their shares in "street name" will be
contacted by their banks or brokers with any instructions.
At the same time it is implementing 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 such
stockholder's 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 such stockholder owns through DRS, along
with a brochure explaining how to access such stockholder's online account
with AST. For further information, stockholders and securities brokers
should contact AST at (877) 248-6417 or (718) 921-8317 after July 20, 2009.
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.
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.