SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.____)(1)
EVOLVING SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $.001 par value, and Warrants
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(Title of Class of Securities)
30049R100
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(CUSIP Number)
May 11, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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(1) 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 the disclosures provided in a prior cover
page.
The information required in 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 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 30049R100 13G Page 2 of 14 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Dean Witter & Co.
36-3145972
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,090,210
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER - 0 -
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,090,210
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,210
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01%
12. TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 30049R100 13G Page 3 of 14 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital II, Inc.
13-3693090
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,090,210
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER - 0 -
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,090,210
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,210
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01%
12. TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 30049R100 13G Page 4 of 14 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Partners II, L.P.
13-3741217
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,090,210
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER - 0 -
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,090,210
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,210
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01%
12. TYPE OF REPORTING PERSON*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 30049R100 13G Page 5 of 14 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Investors, L.P.
13-3751794
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 187,571
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER - 0 -
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 187,571
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,571
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.55%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 30049R100 13G Page 6 of 14 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital Fund II, C.V.
98-0150623
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands Antilles
NUMBER OF 5. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 179,973
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER - 0 -
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 179,973
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,973
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.49%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 30049R100 13G Page 7 of 14 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital Fund II, L.P.
13-3751783
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 722,666
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER - 0 -
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 722,666
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,666
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.97%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Evolving Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
9777 Mt. Pyramid Court, Englewood, Colorado 80112
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the persons
identified below. In accordance with Rule 13d-1(k)(1) under
the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), each person filing this statement
acknowledges that it is responsible for the completeness and
accuracy of the information concerning that person but is
not responsible for the completeness or accuracy of the
information concerning the other persons making the filing,
unless such person knows or has reason to believe that such
information is inaccurate.
Morgan Stanley Dean Witter & Co. ("Morgan Stanley")
Morgan Stanley Venture Capital II, Inc. ("MSVC")
Morgan Stanley Venture Partners II, L.P. ("Ventures")
Morgan Stanley Venture Capital Fund II, L.P. ("the Fund")
Morgan Stanley Venture Capital Fund II, C.V. ("MSVCCV")
Morgan Stanley Venture Investors, L.P. ("Investors")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of MSVC, Ventures,
the Fund, MSVCCV and Investors is:
1221 Avenue of the Americas
New York, New York 10020
The address of the principal business office of Morgan Stanley is:
1585 Broadway
New York, New York 10036
Item 2(c). Citizenship:
The citizenship of Morgan Stanley, MSVC, Ventures, the Fund and
Investors is Delaware. The citizenship of MSVCCV is the Netherlands Antilles.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Stock, $.001 par
value per share and Warrants to purchase Common Stock, which are currently
exercisable.
Item 2(e). CUSIP Number:
30049R100
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [ ]
Item 4. Ownership.
The filing of this statement should not be construed as an admission
by any person that such person is, for purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any securities covered
by this statement, other than the securities set forth opposite such
person's name in the table in Item 4(c) below.
(a) Amount beneficially owned:
As of December 31, 1998: (1) Investors owned
104,402 shares of Common Stock and 83,169 Warrants to
purchase Common Stock; (2) MSVCCV owned 100,135 shares
of Common Stock and 79,838 Warrants to purchase Common
Stock; and (3) the Fund owned 402,213 shares of Common
Stock and 320,453 Warrants to purchase Common Stock.
Ventures is the sole general partner of the Fund, the
general partner of Investors and the investment general
partner of MSVCCV, and, as such, has the power to vote
or direct the vote and to dispose or direct the
disposition of all of the Common Stock held by the Fund,
Investors and MSVCCV. MSVC, as the managing general
partner of Ventures, controls the actions of Ventures.
Morgan Stanley, as the sole shareholder of MSVC,
controls the actions of MSVC. Accordingly, Ventures,
MSVC and Morgan Stanley may all be deemed to have
beneficial ownership of the 1,090,210 shares of Common
Stock and Warrants to purchase Common Stock collectively
owned by the Fund, Investors, and MSVCCV.
(b) Percent of class(2):
Morgan Stanley Dean Witter & Co. 9.01%
Morgan Stanley Venture Capital II, Inc. 9.01%
Morgan Stanley Venture Partners II, L.P. 9.01%
Morgan Stanley Venture Capital Fund II, L.P. 5.97%
Morgan Stanley Venture Investors, L.P. 1.55%
Morgan Stanley Venture Capital Fund II, C.V. 1.49%
(c) Number of shares as to which such person has:
<TABLE>
<CAPTION>
=========================================================================================================
(iii) (iv)
(i) (ii) Sole power to Shared power
Sole power to Shared power dispose or to to dispose or to
vote or to direct to vote or to direct the direct the
the vote direct the vote disposition of disposition of
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<S> <C> <C> <C> <C>
Morgan Stanley
Venture Capital - 0 - 100,135 Shares - 0 - 100,135 Shares
Fund II, C.V. 79,838 Warrants 79,838 Warrants
- ---------------------------------------------------------------------------------------------------------
Morgan Stanley
Venture Investors, - 0 - 104,402 Shares - 0 - 104,402 Shares
L.P. 83,169 Warrants 83,169 Warrants
- ---------------------------------------------------------------------------------------------------------
Morgan Stanley
Venture Capital - 0 - 402,213 Shares - 0 - 402,213 Shares
Fund II, L.P. 320,453 Warrants 320,453 Warrants
- ---------------------------------------------------------------------------------------------------------
Morgan Stanley
Venture Partners II, - 0 - 606,750 Shares - 0 - 606,750 Shares
L.P. 483,460 Warrants 483,460 Warrants
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Morgan Stanley
Venture Capital II, - 0 - 606,750 Shares - 0 - 606,750 Shares
Inc. 483,460 Warrants 483,460 Warrants
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Morgan Stanley - 0 - 606,750 Shares - 0 - 606,750 Shares
Dean Witter & Co. 483,460 Warrants 483,460 Warrants
=========================================================================================================
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(2) Based on the 11,618,557 shares of Common Stock reported to be
outstanding in the report on Form 10-Q filed for the quarter ended September
30, 1998 by the Company, plus the Warrants to purchase an aggregate of 483,460
shares of Common Stock held collectively by Morgan Stanley Venture Capital
Fund II, C.V., Morgan Stanley Venture Capital Fund II, L.P. and Morgan Stanley
Venture Investors, L.P.
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
N/A
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 16, 1999 MORGAN STANLEY VENTURE CAPITAL FUND II, C.V.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its general partner
By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE INVESTORS, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its general partner
By: /s/ Peter R. Vogelsang
--------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE CAPITAL FUND II, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its general partner
By: /s/ Peter R. Vogelsang
--------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE PARTNERS II, L.P.
By: Morgan Stanley Venture Capital II, Inc.,
its general partner
By: /s/ Peter R. Vogelsang
--------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE CAPITAL II, INC.
By: /s/ Peter R. Vogelsang
--------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Peter R. Vogelsang
--------------------------------
Name: Peter R. Vogelsang
Title: Authorized Signatory
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
(other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
