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)

February 9, 2011

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)

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

N/A

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:

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

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

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

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

Item 1.02Termination of a Material Definitive Agreement

On February 11, 2011, Evolving Systems, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “ Rights Agent ”) entered into a Third Amendment to Rights Agreement (the “Amendment “) in respect of the Rights Agreement dated as of March 4, 2009 between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement dated as of December 10, 2009 and the Second Amendment to Rights Agreement dated as of April 20, 2010 (collectively, the “Rights Agreement”). The Rights Agreement is described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2009, and such description is incorporated by reference herein.

The Amendment changes the date for expiration of the rights issued pursuant to the Rights Agreement (the “Rights”) from March 4, 2019 to March 1, 2011.  The Rights Agreement will terminate on March 1, 2011.

A copy of the Amendment  is filed as Exhibit 4.1 to this Form 8-K, and a copy of the press release relating to the amendment of the Rights Plan is filed as Exhibit 99.1 to this Form 8-K.

Item 3.03Material Modification to Rights of Security Holders

The Amendment changes the date for expiration of the Rights from March 4, 2019 to March 1, 2011.  The Rights Agreement will terminate on March 1, 2011.

Item 8.01Other Events

On February 9, 2011, the Board of Directors of the Company adopted a proposal approving an amendment to the Company’s Articles of Incorporation and Bylaws to eliminate the Company’s classified Board.  The proposal is subject to stockholder approval and will be submitted to the Company’s stockholders at the Company’s 2011 annual stockholders’ meeting.  Following approval of the proposal by the Company’s stockholders, all Board members will be elected annually for a one-year term.

Item 9.01Financial Statements and Exhibits

Exhibit  Number	Description
4.1	Third Amendment to Rights Agreement, dated as of February 11, 2011, between Evolving Systems, Inc. and American Stock Transfer & Trust Company LLC, as Rights Agent.
99.1	Press Release dated February 11, 2011.

2

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: February 11, 2011.

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

3

EX-4.1

EXHIBIT 4.1

THIRD AMENDMENT
TO
RIGHTS AGREEMENT

THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is entered into as of February 11, 2011, between EVOLVING SYSTEMS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement dated as of March 4, 2009, as amended by that certain First Amendment to Rights Agreement dated as of December 10, 2009 and that certain Second Amendment to Rights Agreement dated as of April 20, 2010 (as amended, the “Rights Agreement”); and

WHEREAS, the Company and the Rights Agent wish to amend the Rights Agreement in order to change the “Final Expiration Date” to March 1, 2011.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1.Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:

(a)The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i)&n bsp;the Close of Business on March 1, 2011 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.

2.All other references to “March 4, 2019” as the “Final Expiration Date” in the Rights Agreement, including in Exhibits B and C thereto, are hereby amended to be “March 1, 2011.”

3.All capitalized terms used, but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

4.The Rights Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its terms and is ratified and confirmed hereby in all respects.

5.This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

6.This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

7.This Amendment and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof.

8.If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon a determination that any term, provision, covenant or restriction of this Amendment is invalid, void or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of th e parties as closely as possible in an acceptable manner.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

Attest:	EVOLVING SYSTEMS, INC.
/s/ THADDEUS DUPPER
Thaddeus Dupper
President and Chief Executive Officer
/s/ ANITA T. MOSELEY
Anita T.Moseley
Secretary

Attest:	AMERICAN STOCK TRANSFER & TRUST COMPANY LLC
By:		/s/ KARISHMA KADIAN
Print Name:		Karishma Kadian
Title:		Counsel
By:		/s/ SUSAN SILBUR
Print Name:		Susan Silbur
Title:		Assistant Secretary

EX-99.1

EXHIBIT 99.1

IMMEDIATE RELEASE		NEWS
February 11, 2011	NASDAQ-EVOL

EVOLVING SYSTEMS, INC. TERMINATING STOCKHOLDER RIGHTS PLAN

ENGLEWOOD, Colorado — February 11, 2011 — Evolving Systems, Inc. (Nasdaq: EVOL), a leading provider of software solutions and services to the wireless, wireline and cable markets, announced today that on February 11, 2011 it amended its stockholder Rights Plan (the “Plan”) to effect the Plan’s termination.

Under the Plan, one right was distributed for each share of Evolving Systems’ common stock outstanding at the close of business on March 16, 2009 and any person or group acquiring more than 29 percent of the voting power of the Company’s outstanding common stock without the approval of the Board of Directors, subject to certain exceptions, would have triggered significant dilution in the voting power of such person or group.

The amendment changes the date for expiration of the rights issued pursuant to the Rights Agreement from March 4, 2019 to March 1, 2011.  Accordingly, effective March 1, 2011, the Plan will be terminated.

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, India and Malaysia. Further information is available at www.evolving.com.

CONTACTS:

Investor Relations

Jay Pfeiffer

Pfeiffer High Investor Relations, Inc.

303.393.7044

jay@pfeifferhigh.com

Press Relations

Sarah Hurp

Marketing Communications Manager

Evolving Systems

+44 1225 478060

sarah.hurp@evolving.com