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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________ )*
EVOLVING SYSTEMS INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
30049R 10 0
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(CUSIP Number)
OCTOBER 31, 2000
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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:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 ("Act") 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).
SEC 1745 (3-98) Page 1 of 5 pages
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CUSIP NO. 13G PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashford Capital Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware Corporation
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5 SOLE VOTING POWER
-1,290,000-
NUMBER OF
----- ---------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -1,290,000-
----- ---------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,290,000-
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.15%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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Item 1(a). NAME OF ISSUER: Evolving Systems Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9777 MT Pyramid Court, Englewood, CO 80112
Item 2(a). NAME OF PERSON FILING: Ashford Capital Management, Inc.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
P.O. Box 4172, Wilmington, DE 19807
Item 2(c). CITIZENSHIP: A Delaware Corporation
Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock
Item 2(e). CUSIP NUMBER: 30049R 10 0
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [x] Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
13d-1(b)(1)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b
(ii)(G); see Item 7.
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. OWNERSHIP.
(a) Amount Beneficially Owned: 1,290,000 ** shares.
(b) Percent of Class: 10.15 %
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
-1,290,000**-
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of:
-1,290,000**-
(iv) shared power to dispose or to direct the
disposition of:
-0-
**Reflects the Reporting Person's beneficial ownership as of
October 31, 2000.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Page 3 of 5 pages
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Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The shares reported by the Reporting Person, a registered
investment adviser, are held in separate individual client
accounts and in three separate limited partnerships. None of
the individual client accounts or the limited partnerships
individually holds 5% or more of the Issuer's Common Stock.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
Page 4 of 5 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ASHFORD CAPITAL MANAGEMENT, INC.
By: /s/ Jane C. Ashford
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Jane C. Ashford
Treasurer
November 9, 2000
Page 5 of 5 pages
