UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Evolving Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
Karen Singer
212 Vaccaro Drive
Cresskill, NJ 07626
(201) 750-0415
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
December 4, 2008
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report this
acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule
13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: o
*The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act.
Amendment No. 2
Item 1. Security and Issuer.
This constitutes Amendment No. 2 to the Statement on Schedule 13D, filed on behalf of Karen
Singer (“Ms. Singer”), dated February 28, 2008 (the “Statement”), relating to the common stock (the
“Common Stock”) of Evolving Systems, Inc., a Delaware corporation (the “Issuer”). Unless
specifically amended or modified hereby, the disclosure set for the in the Statement shall remain
unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended and restated as follows:
Ms. Singer is the trustee of the Trust, which was created pursuant to that certain Trust
Agreement, dated May 29, 1998 (the “Trust Agreement”). All of the shares of Common Stock reported
herein were purchased with funds generated and held by the Trust. The aggregate amount of funds
used for the purchase of these shares was $6,767,842.00.
Item 4. Purpose of the Transaction.
Item 4 of the Statement is hereby amended by adding the following at the end thereof:
The purpose of this Amendment is to report that, since the filing of Amendment No. 1 to the
Statement, dated April 7, 2008, a material change occurred in the percentage of shares of Common
Stock beneficially owned by Ms. Singer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) Ms. Singer is the beneficial owner of 3,692,434 shares of Common Stock as trustee of the
Trust, comprising approximately 19.0% of the outstanding shares of Common Stock.
(b) Ms. Singer has sole dispositive and voting power over all of the shares of Common Stock
reported on this Schedule 13D.
(c) Ms. Singer has effected the following transactions in shares of Common Stock on the open
market in the past 60 days:
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No. of |
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Trade date |
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Shares |
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Price/share |
Purchase |
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10/14/2008 |
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2,150 |
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1.11 |
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Purchase |
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10/15/2008 |
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5,296 |
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1.11 |
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Purchase |
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10/17/2008 |
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2,650 |
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1.11 |
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Purchase |
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10/22/2008 |
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8,410 |
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1.11 |
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Purchase |
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10/27/2008 |
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3,004 |
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1.05 |
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Purchase |
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11/13/2008 |
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55,400 |
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1.00 |
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Purchase |
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12/1/2008 |
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25,000 |
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0.82 |
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Purchase |
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12/4/2008 |
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50,000 |
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0.85 |
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Purchase |
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12/8/2008 |
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58,480 |
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0.8088 |
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Purchase |
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12/9/2008 |
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640 |
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0.78 |
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(d) No person other than Ms. Singer has the right to receive or the power to direct the
receipt of distributions or dividends from, or the proceeds from the transfer of, the reported
securities.