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)
December 23, 2005
Evolving Systems, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
0-24081 |
|
84-1010843 |
|
(State or
other jurisdiction of |
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(Commission File Number) |
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(I.R.S.
Employer |
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:
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 23, 2005, the Compensation Committee of the Board of Directors of Evolving Systems, Inc. (the “Company”) approved the 2006 Compensation Plans for Executive Officers and the Board of Directors (collectively, the “Compensation Plans”).
2006 Compensation Plans for Executive Officers: The Compensation Committee approved annual base salary increases of 2% for each Executive Officer. Effective January 1, 2006, each of the executive officers is eligible to receive annual base salary and incentive compensation as a percentage of his or her base salary, as follows:
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Name of Executive |
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Position |
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2006
Annual |
|
Potential
Incentive |
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|
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Stephen K. Gartside |
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President & CEO |
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$ |
280,500 |
|
75 |
% |
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|
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Brian R. Ervine |
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Executive Vice President, Chief Financial Officer and Chief Administrative Officer |
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$ |
255,000 |
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60 |
% |
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Thaddeus Dupper |
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Executive Vice President of Sales and Marketing |
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$ |
229,500 |
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60 |
% |
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|
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Anita T. Moseley |
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Sr. Vice President & General Counsel |
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$ |
234,600 |
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50 |
% |
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|
|
|
|
|
|
|
|
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Stuart Cochran |
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Vice President of Activation and Mediation |
|
$ |
207,345 |
* |
40 |
% |
* Subject to currency fluctuations; Mr. Cochran resides in the United Kingdom and his salary is payable in the local currency.
The incentive compensation portion of the Executive Officers’ Compensation Plans provides for the potential payment of quarterly and annual cash bonuses based upon the Company’s achievement of quarterly and annual revenue and earnings before interest, taxes, depreciation and amortization (EBITDA) targets (collectively “Incentive Targets”) established by the Board of Directors. These Incentive Targets also serve as the basis for incentive compensation payable to certain non-executive employees of the Company. Generally, employees of the Company and its subsidiaries (excluding Evolving Systems Networks India Private Limited) are eligible to participate in the Incentive Compensation Plan if they do not participate in a group incentive plan or receive commissions; incentive compensation is a percentage of the employee’s base salary, ranging from 4% to 75% of base salary. In the event the Company exceeds quarterly and/or annual Incentive Targets, and the Company has achieved its year-to-date Incentive Targets, an employee’s quarterly and/or annual incentive compensation amount may exceed these percentages, but cannot exceed 150% of the employee’s potential incentive compensation.
Each executive officer enters into an annual compensation agreement with the Company, in substantially the form attached as Exhibit 10.1.
2006 Compensation Plan for the Board of Directors
No changes were made to the cash compensation payable to the Board of Directors. Compensation is payable as follows:
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Annual |
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Cash |
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Cash |
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Annual cash |
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Additional |
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|||||
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Board of Directors |
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$ |
10,000 |
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$ |
1,500 |
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$ |
500 |
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|
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$ |
4,000 |
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|
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Audit Committee |
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|
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$ |
2,000 |
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$ |
4,000 |
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|||
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Compensation Committee |
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|
|
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$ |
1,500 |
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$ |
1,500 |
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|||
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Governance & Nominating Committee |
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|
|
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|
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$ |
1,500 |
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$ |
1,500 |
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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: December 29, 2005
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Evolving Systems, Inc. |
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By: |
/s/ ANITA T. MOSELEY |
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Anita T. Moseley |
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Sr. Vice President & General Counsel |
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3
EXHIBIT INDEX
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Exhibit |
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Description |
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10.1 |
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Form 2006 Compensation Plan for Evolving Systems’ Executive Officers |
4