8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 20, 2009

Evolving Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 0-24081
(Commission File Number) 84-1010843
(I.R.S. Employer Identification
No.)

9777 Pyramid Court, Suite 100, Englewood, Colorado	80112
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 802-1000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01             REGULATION FD DISCLOSURE

On November 20, 2009, Evolving Systems, Inc. (the “Company”) issued a press release announcing that it had fully retired the balance owing on its Subordinated Notes in advance of the May 16, 2011 due date.  The outstanding amount (principal plus accrued interest) under the Subordinated Notes was approximately $3.2 million.  The full text of Evolving Systems’ press release is furnished herewith as Exhibit 99.1.

Text of Agreements.  The full text of the Subordinated Notes was attached as Exhibit 10.1(k) to our Form 8-K filed with the SEC on November 14, 2005.  The full text of the Subordination Agreement and Subordinated Notes Amendment were attached as Exhibits 10.1(h) and 10.1(i), respectively, to our Form 8-K filed with the SEC on February 27, 2008.  The foregoing description is qualified in its entirety by reference to such exhibits.

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1            Press release issued by Evolving Systems furnished as Exhibit 99.1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 20, 2009

Evolving Systems, Inc.
By:	/s/ ANITA T. MOSELEY
	Anita T. Moseley
	Sr. Vice President & General Counsel

2

EX-99.1

EXHIBIT 99.1

IMMEDIATE RELEASE NEWS
November 20, 2009	Nasdaq-EVOL

Evolving Systems Retires High Interest Subordinated Debt Obligations

ENGLEWOOD, Colorado – Evolving Systems, Inc. (Nasdaq-EVOL), a leading provider of software solutions and services to the wireless, wireline and cable markets, today announced it has paid approximately $3.2 million to fully retire its subordinated debt obligations.

The Company used cash on hand and cash from its revolving credit facilities to retire its subordinated notes well ahead of the May 16, 2011 due date.  The Company had previously made $4.0 million in accelerated payments on its subordinated debt during 2009 and 2008.

“We have been focused on the early retirement of our higher interest debt as a means of strengthening our balance sheet, enhancing our bottom line and redirecting interest savings to support our growth initiatives,” said Thad Dupper, CEO.  “Based on our strong financial performance and expectations for continued positive business trends, we determined that now was the appropriate time to make this move.”

Brian Ervine, CFO, added, “We are pleased to have retired the subordinated debt obligations well ahead of schedule and without dilution to our shareholders.  With the subordinated debt behind us, we will close 2009 with only a minimal balance on our senior term loan that matures on February 10, 2010, and will continue to have access to our revolving credit facility through February 2011.”

About Evolving Systems

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.  Specifically, statements about the Company’s financial performance, potential positive business trends, plans to retire its senior term loan, potential for interest savings and enhancing its bottom line, and funding growth initiatives are forward-looking statements.  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, 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.

Investor Relations	Press Relations
Jay Pfeiffer Pfeiffer High Investor Relations, Inc. 303.393.7044 jay@pfeifferhigh.com	Sarah Hurp Marketing Manager Evolving Systems +44 1225 478060 sarah.hurp@evolving.com