UNITED STATES
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
August 5, 2003 Date of Report
(Date of earliest event reported)
EVOLVE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-31155 94-3219745
(Commission File No.) (IRS Employer Identification Number)
150 SPEAR STREET, 11TH FLOOR
SAN FRANCISCO, CALIFORNIA 94105
(Address of Principal Executive Offices)
415-229-3700
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On August 5, 2003, Evolve Software, Inc., a Delaware corporation, (the
"Company") filed with United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") its Monthly Operating Report for the period
from March 20, 2003 to March 31, 2003 (the "March Operating Report"). Exhibit
99.1 to this Current Report on Form 8-K contains the March Operating Report.
On August 5, 2003, the Company filed with the Bankruptcy Court its Monthly
Operating Report for the period from April 1, 2003 to April 30, 2003 (the "April
Operating Report"). Exhibit 99.2 to this Current Report on Form 8-K contains
the April Operating Report.
On August 5, 2003, the Company filed with the "Bankruptcy Court its Monthly
Operating Report for the period from May 1, 2003 to May 31, 2003 (the "May
Operating Report"). Exhibit 99.3 to this Current Report on Form 8-K contains
the May Operating Report.
On August 5, 2003, the Company filed with the "Bankruptcy Court its Monthly
Operating Report for the period from June 1, 2003 to June 30, 2003 (the "June
Operating Report"). Exhibit 99.4 to this Current Report on Form 8-K contains
the June Operating Report.
The March Operating Report, the April Operating Report, the May Operating Report
and the June Operating Report are hereinafter referred to collectively as the
"Operating Reports."
CAUTIONARY STATEMENT REGARDING FINANCIAL AND OPERATING DATA
The Company cautions readers not to place undue reliance upon the information
contained in the Operating Reports, which contain unaudited information and are
in a format prescribed by the applicable bankruptcy law. The Operating Reports
are not prepared in accordance with generally accepted accounting principles
("GAAP") and do not accurately reflect the condition of the Company on a GAAP
basis. The Operating Reports are not presented on a consolidated basis and
therefore do not present the consolidated results of the Company and its
subsidiaries. Additionally, the Company notes that certain corporate costs are
paid for by the parent company for the benefit of its subsidiaries. The
Operating Reports may be subject to revision. The Operating Reports also
contain information for periods, which may be shorter or otherwise different
from those contained in the Company's reports pursuant to the Exchange Act.
Additionally, readers are cautioned that on March 20, 2003, the Company, along
with certain of its subsidiaries, filed voluntary petitions for Chapter 11
bankruptcy protection in the Bankruptcy Court. These cases are being jointly
administered under case number 03-10841 (PJW). The Company expects that the
winding down of its operation and distribution of its remaining assets to
creditors and its Series B Preferred stockholders will be completed by the end
of summer 2003 by confirmation of a Chapter 11 liquidation plan by the
Bankruptcy Court. At the time the liquidation is completed through confirmation
of such plan, the Company intends to file a Form 15 with the Securities and
Exchange Commission suspending its duty to file reports under the Securities
Exchange Act of 1934, and as a result of the final liquidation of the Company
and confirmation of the plan, the Common Stock, Series A Preferred Stock and
Series B Preferred Stock will cease to exist.
As disclosed in attached Exhibit 99.4, the Company has incurred $356,820 of
liquidation related expenses through June 30, 2003. The Company has a hearing
scheduled on August 11, 2003 in the Bankruptcy Court for Court confirmation of
the Amended Joint Plan of Liquidation.
* * *
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: August 6, 2003
EVOLVE SOTWARE, INC.
By: /s/ Linda Zecher
-------------------------------------
Linda Zecher
President and Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- ----------------------------------------------------
99.1 Evolve Software, Inc. March Monthly Operating Report
99.2 Evolve Software, Inc. April Monthly Operating Report
99.3 Evolve Software, Inc. May Monthly Operating Report
99.4 Evolve Software, Inc. June Monthly Operating Report