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
June 29, 2001
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)
1400 65th Street, Suite 100
Emeryville, California 94608
(Address of Principal Executive Offices)
510-428-6000
(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events
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On May 22, 2001, Evolve Software, Inc., a Delaware corporation ("Evolve")
and Vivant! Corporation, a Delaware corporation ("Vivant") entered into an Asset
Acquisition Agreement ("Acquisition Agreement"), providing for the acquisition
by Evolve of certain assets of Vivant (the "Acquisition"). The Acquisition was
completed on June 29, 2001.
In connection with the closing of the Acquisition, Evolve has issued to Vivant
1,553,254 shares of Common Stock of Evolve, as well as $500,000 in cash. In
addition, Evolve purchased from Vivant miscellaneous equipment with an aggregate
purchase price of $56,597, and assumed equipment lease obligations in the
aggregate amount of $140,000. Evolve and Vivant entered into a Registration
Rights Agreement pursuant to which Evolve agreed to register the shares of
Evolve Common Stock issued to Vivant under the Securities Act of 1933, as
amended. In connection with the closing of the acquisition, loan obligations of
Vivant to Evolve with an aggregate principal amount of $150,000 were cancelled.
The number of shares issued to Vivant at the closing of the Acquisition is
subject to adjustment (by issuance of additional shares or redemption of
existing shares) based on the market value of the Evolve Common Stock as of the
time the registration of such shares becomes effective. In addition, Evolve has
agreed to issue to Vivant additional shares of its Common Stock with a value of
no less than $525,000 and no more than $4,425,000 at specified times based on
receipts from the sale of Vivant's products.
The Acquisition will be accounted for as a purchase. The transaction is
valued at approximately $3,130,000.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
2.1 Asset Acquisition Agreement, dated as of May 22, 2001, by and
between the Evolve and Vivant.
2.2 Registration Rights Agreement, dated as of June 29, 2001, by and
between the Evolve and Vivant.
99.1 Press Release dated May 23, 2001.
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SIGNATURES
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.
Date: July 17, 2001 Evolve Software, Inc.
By: /s/ Kenneth Bozzini
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Kenneth Bozzini
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Asset Acquisition Agreement, dated as of May 22, 2001, by and
between the Evolve and Vivant.
2.2 Registration Rights Agreement, dated as of June 29, 2001, by and
between the Evolve and Vivant.
99.1 Press Release dated May 23, 2001.
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