S-8 POS, 2000-05-19
Previous: TELEPHONE & DATA SYSTEMS INC /DE/, 8-K, 2000-05-19

   As filed with the Securities and Exchange Commission on May 19, 2000
                                                    Registration No. 333-82473



                             Washington, D.C. 20549

                            POST EFFECTIVE AMENDMENT


                      FORM S-8, REGISTRATION NO. 333-82473


                             EVOLVING SYSTEMS, INC.

             (Exact Name of Registrant as Specified in its Charter)

                    Delaware                           84-1010843
            (State of Incorporation)        (I.R.S. Employer Identification No.)

                             9777 Mt. Pyramid Court
                            Englewood, Colorado 80112
                    (Address of Principal Executive Offices)

                     Amended and Restated Stock Option Plan
                          Employee Stock Purchase Plan
                            (Full Title of the Plans)

                              George A. Hallenbeck
                           Chief Executive Officer and
                              Chairman of the Board
                             Evolving Systems, Inc.
                             9777 Mt. Pyramid Court
                            Englewood, Colorado 80112
                                 (303) 802-1000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                Nick Nimmo, Esq.
                            Holme Roberts & Owen LLP
                         1700 Lincoln Street, Suite 4100
                                Denver, CO 80203
                                 (303) 861-7000


                         CALCULATION OF REGISTRATION FEE

Title of            Amount        Proposed Maximum  Proposed Maxi-  Amount of
Securities to be    to be         Offering Price    mum Aggregate   Registration
Registered          Registered    Per Share         Offering Price  Fee
- ------------------  ------------  ----------------  --------------  ------------
Common Stock,       1,500,000(1)    $5.625           $9,000,000      $2,376
$.001 Par Value       100,000(2)
================    ============  ================  ==============  ============

(1)     Increase in authorized number of shares underlying the Amended and
        Restated Stock Option Plan.

(2)     Increase in authorized number of shares underlying the Employee Stock
        Purchase Plan.

(3)     Estimated  solely for the purpose of calculating the amount of the
        registration fee pursuant to Rules 457(c) and (h)(1) based upon the
        average of the high and low prices of the Registrant's Common Stock on
        May 15, 2000, as reported on The Nasdaq Stock Market (National Market).





The contents of the earlier Registration Statement on Form S-8, Registration No.
333-82473, are hereby incorporated by reference.



        Number          Description

        10.1        Amended and  Restated  Stock Option Plan (incorporated
                    by reference to Exhibit 10.2 to the Registrant's
                    Registration Statement on Form S-1 (Registration No.

        10.2        Employee Stock Purchase Plan (incorporated by reference to
                    Exhibit 10.3 to the Registrant's Registration Statement on
                    Form S-1 (Registration No. 333-43973)).

        26.1        Consent of PricewaterhouseCoopers LLP. (filed herewith)

        26.2        Consent of Holme Roberts & Owen LLP (filed herewith).

        27          Power of Attorney (included on page 4).



         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on the 17th day of May,

                                        EVOLVING SYSTEMS, INC.

                                        By:/s/ George A. Hallenbeck
                                           George A. Hallenbeck
                                           Chief Executive Officer and
                                           Chairman of the Board

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of EVOLVING SYSTEMS, INC.
hereby constitute and appoint George A. Hallenbeck and Anita T. Moseley, and
each of them, as our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for us and in our name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as we might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

        Signature                     Title                             Date

/s/ George A. Hallenbeck     President,Chief Executive              May 17, 2000
- ------------------------     Officer and Chairman of
George A. Hallenbeck         the Board (Principal
                             Executive Officer)

/s/ David R. Johnson         Senior Vice President of Finance,      May 16, 2000
- -----------------------      Chief of Finance, Chief Financial
David R. Johnson             Officer and Treasurer (Principal
                             Financial and Accounting Officer)

/s/ Donald R. Dixon          Director                               May 17, 2000
- -----------------------
Donald R. Dixon

/s/ Harry B. Fair            Director                               May 16, 2000
- -----------------------
Harry B. Fair

/s/ Robert J. Loarie         Director                               May 17, 2000
- -----------------------
Robert J. Loarie

/s/ David J. Molny           Director                               May 17, 2000
- -----------------------
David J. Molny

/s/ James M. Ross            Director                               May 16, 2000
- -----------------------
James M. Ross

May 18, 2000

9777 Mt. Pyramid Court
Englewood, Colorado 80112

Re:      Sale of Shares of Common Stock Pursuant to Registration Statement on
         Form S-8


We have acted as counsel to Evolving Systems, Inc. (the "Company") in connection
with the registration by the Company of 1,600,000 shares of common stock (the
"Shares"), described in the Post-Effective Amendment No. 1 to the registration
statement on Form S-8 (No. 333-82473) of the Company, being filed with the
Securities and Exchange Commission concurrently herewith. In such connection we
have examined certain corporate records and proceedings of the Company including
actions taken by the Company's Board of Directors in respect of the
authorization and issuance of the Shares, and such other matters as we deemed

Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and sold as contemplated by the Registration
Statement and in accordance with the employee benefit plans covered thereby,
will be legally issued, fully paid and non-assessable shares of capital stock of
the Company.

We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Securities and Exchange Commission.

Very truly yours,


/s/ Nick Nimmo

Nick Nimmo

                                  EXHIBIT 23.1


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 1, 2000 relating to the
financial statements, which appears in the Annual Report on Form 10-K of
Evolving Systems, Inc. for the year ended December 31, 1999.

/s/ PricewaterhouseCoopers LLP


Broomfield, Colorado
May 17, 2000

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