Science & Technology
Science and Technology
Science and Technology
Thu, April 2, 2009
Wed, April 1, 2009
Evolving Systems: Evolving Systems Announces Plans for Reverse Stock Split
ENGLEWOOD, CO--(Marketwire - April 1, 2009) - Evolving Systems, Inc. (
"During the past two years Evolving Systems has demonstrated significant success by delivering steady year-over-year revenue and earnings growth, improving balance sheet metrics, and growing market share," said Thad Dupper, president and chief executive officer of Evolving Systems. "We have been advised that when a company executes a reverse stock split from a position of strength, it has the potential to produce very positive results. For that reason, we are seeking stockholders' approval to authorize a reverse split as a way to generate increased institutional investor interest in the shares of Evolving Systems. We believe a higher share price, together with improved earnings per share, could make Evolving Systems a more attractive investment for larger investors who typically would not consider investing in our company today because of its low stock price. For example, in 2008 our earnings per share were $.15. If we were to effect a one-for-three reverse split our EPS for the same results would be $.45/share since there would be one third as many shares outstanding. Assuming the continued successful execution of our growth strategy, this action, together with the continued reduction of our debt obligations sets the stage for increasing long-term value to our stockholders."
If the stockholders approve the reverse split, Evolving Systems' Board will have the authority to select a reverse stock split ratio of either 1-for-2, 1-for-3 or 1-for-4 so that, depending on the ratio chosen, either 2, 3 or 4 shares of issued and outstanding common stock will convert into one share of common stock. The exact timing of the reverse split will be determined by the Board of Directors based on its evaluation as to when the action will be the most advantageous to the Company and stockholders. In addition, the Board of Directors will have the right to elect not to proceed with the reverse stock split if, at any time prior to filing documents with the State of Delaware, the Board of Directors determines that it is no longer in the Company's best interests and the best interests of the Company's stockholders to proceed with the reverse stock split.
The Company anticipates that, initially, the price of each share of common stock would increase by the same ratio so that a stockholder would have fewer but higher priced shares, keeping the value of each stockholder's total investment the same when the market opens on the date a split becomes effective. A reverse stock split would not have any impact on the voting and other rights of stockholders and each stockholder's proportionate percentage ownership interest in the Company would remain the same. The Company said a reverse stock split will have no impact on its business operations or any of its credit facilities.
The Company plans to have this proposal voted on at the Annual Stockholders' Meeting in June. The time, date, location and other details regarding the Annual Meeting will be communicated to stockholders at a later date via proxy material, which will be filed with, and subject to, the review by the Securities and Exchange Commission (SEC). Evolving Systems' Board has preliminarily set April 13, 2009 as the record date for stockholders entitled to receive a proxy statement and vote at the Annual Meeting.
About Evolving Systems
Evolving Systems, Inc. (
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 impact of the reverse stock split on stockholders and the Company and whether the reverse stock split will result in increased interest by institutional investors are forward-looking statements. These statements are based on our expectations and are naturally subject to uncertainty and changes in circumstances. The Company cannot predict what the price of its stock will be after the reverse stock split occurs or what its earnings per share will be following the reverse stock split. 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.
