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)
March 17, 2016
Evolving Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34261 |
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84-1010843 |
9777 Pyramid Court, Suite 100, Englewood, Colorado 80112
(Address of principal executive offices)
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 5.02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
On March 17, 2016, pursuant to Article IV, Sections 18 and 25 of the Company’s Bylaws, the Board adopted a resolution appointing Matthew Stecker to the Company’s Board effective immediately, to serve until the next annual meeting of stockholders or his earlier death or resignation. Mr. Stecker will fill the vacancy resulting from the resignation of John B. Spirtos. Mr. Stecker is an “independent” director under the NASDAQ rules and will serve on the Board’s Audit Committee and Nominating & Governance Committee.
Matthew Stecker, 47, is currently a Senior Policy Advisor to the Commerce Dept., serves on the boards of Live Microsystems, Inc. (OTC:LMSC) and at MRV Communications (NASDAQ:MRV). Previously Mr. Stecker served as the Vice President of Mobile Entertainment for RealNetworks (1/14 - 11/14), CEO of Live MicroSystems, Inc. (11/09 -12/13), and a senior executive in both Telecom Operations and Strategy at Cartesian, Inc. (4/05 -11/09). He received his BA in Computer Science from Duke University, as well as his JD from the University of North Carolina at Chapel Hill School of Law.
Mr. Stecker will be compensated in accordance with the Company’s standard Board compensation plan, which currently provides for annual cash compensation of $20,000 and an initial stock option grant to purchase 15,000 shares of common stock which will vest over three years. As a member of the Board, Mr. Stecker will also receive annual stock option and/or restricted stock awards, as approved by the Compensation Committee consistent with past practices. The Company intends to enter into the standard Indemnification Agreement with Mr. Stecker, in the form incorporated by reference as Exhibit 10.1 hereto.
Mr. Stecker does not have any family relationships with any executive officer or director of Evolving Systems or its affiliates. He is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
A copy of Evolving Systems’ press release announcing Mr. Stecker’s appointment, dated March 18, 2016, is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
ITEM 8.01 Other Events
On March 17, 2016, pursuant to Article IV, Section 25 of the Company’s Bylaws, the Board adopted a resolution dissolving the Investment Committee.
On March 17, 2016, pursuant to Article IV, Section 25 of the Company’s Bylaws, the Board appointed David S. Oros to the Chair of the Nominating & Governance Committee.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
d) Exhibits. The following exhibits are filed or furnished with this report.
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Exhibit No. |
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Description |
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10.1 |
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Form of Indemnification Agreement, filed as Exhibit 10.2 to the Company’s Form 8-K filed July 31, 2014 and incorporated herein by reference. |
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99.1 |
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Press Release of Evolving Systems, Inc. dated March 18, 2016. |
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: March 18, 2016
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Evolving Systems, Inc. | |
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By: |
/s/ DANIEL J. MOORHEAD |
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Daniel J. Moorhead |
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Chief Financial Officer |
Exhibit 99.1
Evolving Systems Appoints Matthew Stecker to Board of Directors
ENGLEWOOD, Colorado, March 18, 2016 — Evolving Systems, Inc. (NASDAQ: EVOL), a leader in real-time activation, analytics and marketing for connected mobile devices, today announced that Matthew Stecker has been appointed to its Board of Directors and to the Board’s audit and nominating and governance committees, effective March 17, 2016. Stecker, 47, fills a vacancy created by the departure of John Spirtos on March 4, 2016.
Stecker brings to Evolving Systems proven experience as a technology executive and telecom policy advisor to the US government. He currently serves as Chairman of the Board of Live Microsystems and as Director, Chair of the audit committee, and member of the compensation committee of MRV Communications.
Stecker’s executive experience includes assignments in the telecommunications and technology sectors. He was most recently Vice President of Mobile Entertainment for RealNetworks, where he oversaw the SMS interoperability business. Previous assignments include CEO of Livewire Mobile, Vice President at telecommunications consulting firm TMNG and CTO of Smartserv Online. Stecker began his career with NeXT Computer. He holds a BA degree in political science from Duke University and a Juris Doctor from the University of North Carolina School of Law.
“We are pleased to welcome Matthew as a member of the Evolving Systems Board of Directors,” said Thad Dupper, Chairman of the Board. “He is an accomplished executive with an impressive background in the telecommunications industry as well as an experienced public company director. We look forward to his contributions to the Evolving Systems board.”
About Evolving Systems®
Evolving Systems, Inc. (NASDAQ: EVOL) is a provider of software and services to 75 network operators in over 50 countries worldwide. The Company’s portfolio includes market-leading subscriber service, SIM card and mobile broadband activation of connected devices and real-time analytics and marketing solutions to monetize mobile network services and consumer behavior. Founded in 1985, the Company has headquarters in Englewood, Colorado, with offices in the United States, United Kingdom, India, Malaysia and Romania. For more information please visit www.evolving.com or follow us on Twitter http://twitter.com/EvolvingSystems.
CAUTIONARY STATEMENT
This news release contains “forward-looking statements” within the meaning of the United States’ Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. Readers should not place undue reliance on these forward-looking statements, and Evolving Systems may not undertake to update these forward-looking statements. For a more extensive discussion of Evolving Systems’ business, please refer to the Company’s Form 10-K filed with the U.S. SEC, as well as subsequently filed Forms 10-Q, 8-K and press releases and the Company’s website.
CONTACTS
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Jay Pfeiffer |
Evolving Systems Marketing Department |
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Pfeiffer High Investor Relations, Inc. |
marketing@evolving.com |
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303-393-7044 |
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jay@pfeifferhigh.com |
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