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EVOL > SEC Filings for EVOL > Form 8-K on 25-Oct-2013All Recent SEC Filings

Show all filings for EVOLVING SYSTEMS INC

Form 8-K for EVOLVING SYSTEMS INC


25-Oct-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Dis


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As more fully discussed in Item 2.01 below, on October 24, 2013, Evolving Systems, Inc. ("Evolving Systems") completed the acquisition of Telespree Communications ("Telespree") pursuant to the terms of an Agreement and Plan of Merger ("Merger Agreement") by and among Evolving Systems, Topaz Merger Sub, Inc., a wholly owned subsidiary of Evolving Systems ("Merger Sub"), Telespree, and a representative of the shareholders and change in control payment recipients of Telespree.

The press release announcing the transaction, dated October 25, 2013, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On October 24, 2013, Evolving Systems, Merger Sub, Telespree and a representative of the shareholders and change in control payment recipients of Telespree entered into a Merger Agreement. Pursuant to the terms of the Merger Agreement: (a) Merger Sub was merged with and into Telespree (the "Merger"), with Telespree continuing as the surviving corporation and as a wholly owned subsidiary of Evolving Systems; and (b) Evolving Systems: (i) acquired all of the outstanding securities of Telespree; (ii) made an initial payment totaling approximately $1.6 million comprised of approximately $0.8 million in cash and approximately $0.8 million in stock; (iii) agreed to make a payment on the 1 year anniversary of the Merger of $0.5 million, with such payment being available to secure Telespree's representations and warranties under the Merger Agreement; and (iv) will potentially make payments in cash on the achievement of certain financial targets for the period from October 25, 2013 through October 24, 2016.

Text of the Merger Agreement. The full text of the Merger Agreement and the press release issued in connection with the announcement are attached as Exhibits 2.1 and 99.1, respectively, to this Current Report on Form 8-K. The foregoing descriptions are qualified in their entirety by reference to such exhibits.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

As further described in Item 2.01 above, on October 24, 2013, Evolving Systems issued 73,280 shares of its common stock to the shareholders of Telespree as partial consideration for the acquisition of Telespree. The number of shares of common stock issued in connection with the Merger has been calculated based on a 15-day volume-weighted average price of Evolving Systems' common stock on the Nasdaq Capital Market. The shares of common stock were issued in a private placement that was exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder, based upon certain representations of the Telespree shareholders.



ITEM 8.01 OTHER EVENTS

The press release announcing the Merger, dated October 25, 2013, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

a) Financial Statements of Business Acquired.

No financial statements of Telespree are required to be filed with respect to the Merger.

b) Pro Forma Financial Statements.

No pro forma financial statements are required to be filed with respect to the Merger.

c) Shell Company Transactions.

Not Applicable.

d) Exhibits. The following exhibits are filed with this report.

Exhibit
Number                                  Description
  2.1      Agreement and Plan of Merger by and among Evolving Systems, Inc.,
           Topaz Merger Sub, Inc., Telespree Communications and Gill Cogan as
           the exclusive representative of the Effective Time Shareholders and
           Change in Control Payment Recipients
 99.1      Press release dated October 25, 2013, "Evolving Systems Acquires
           Telespree Communications"


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