Evolving Systems, Inc. Announces Completion of One-for-Two Reverse Stock Split
July 21 2009 - 8:00AM
Marketwired
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.
CONTACTS: Investor Relations Jay Pfeiffer Pfeiffer High Investor
Relations, Inc. +1 303 393 7044 Email Contact Press Relations Sarah
Hurp Marketing Manager Evolving Systems +44 1225 478060 Email
Contact
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