Here was the December 11, 2009 statement: Attention: Mr. Thad Dupper, President and Chief Executive Officer
As Trustee of the Singer Children’s Management Trust (the “Trust”), the undersigned is writing about the Trust’s investment in Evolving Systems, Inc. (the “Company”). Specifically, the Trust is providing formal notice of the following matters:
Based upon discussions with Mr. Philip Neches, Chairman of the Company’s Nominating and Governance Committee (the “Committee”), the Trust understands that the Committee has interviewed Mr. John Spirtos as a candidate to fill the vacancy on the Board of Directors resulting from Mr. Hallenbeck’s recent resignation and has recommended Mr. Spirtos for appointment. We further understand that the Board of Directors appointed Mr. Spirtos to the Board of Directors on December 10, 2009, with a term of office that will expire at the Annual Stockholders’ Meeting in 2012. We have reviewed Mr. Spirtos’ qualifications and support his appointment.
As a general matter, as a significant Company stockholder the Trust favors good governance practices. The Trust retains the option to engage in ongoing communications with the Company regarding stockholder protections and reforms.
Furthermore, we understand that on December 10, 2009, the Board of Directors adopted appropriate resolutions amending the Company’s Rights Agreement, dated as of March 4, 2009, so that the threshold at which a person becomes an “Acquiring Person” under the Rights Agreement is increased from 22.5% to 25%. In consideration of that amendment, the Trust agrees that it will vote its shares in favor of the re-election of Messrs. Philip Neches and Richard Ramlall (whose terms expire in 2010) to the Board of Directors of the Company, if such persons choose to run for
re~election at the Company’s 2010 annual meeting of stockholders, and it will not seek or otherwise support additional stockholder protections or reforms at the 2010 annual stockholders meeting.
all signs point this direction. My worry is that they may have too much influence at this point to allow for a reasonable valuation that is in the best interest of shareholders, instead favoring their interests. They have done this before.
Item 4 of the Statement is hereby amended by adding the following at the end thereof: On November 26, 2010, Ms. Singer entered into a Confidentiality Agreement, in the form filed as Exhibit 99.1 to the Schedule 13D filed on December 1, 2010 (the “November Confidentiality Agreement”), by and among the Issuer and Ms. Singer. Effective January 31, 2011, the November Confidentiality Agreement was amended to extend the period during which it remains effective so that, as so amended, the November Confidentiality Agreement remains in effect until February 15, 2011. In the interest of good governance, Ms. Singer has also asked that the Board of Directors of the Company promptly to take all steps that are necessary in order to: (i) terminate the “poison pill” Rights Agreement, dated as of March 4, 2009, between the Company and American Stock Transfer & Trust Company LLC, and (ii) cause the Restated Certificate of Incorporation and the By-laws of the Company to be amended so as to eliminate the “staggered board” provisions thereof, being those provisions that call for the Board of Directors to consist of three classes that are elected to serve for staggered three-year terms.