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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 2)*
EVOLVE SOFTWARE, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
30049P104
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(CUSIP Number)
Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
Copies to:
Francis S. Currie, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
October 9, 2001
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box o.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
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CUSIP No. 30049P104 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warburg Pincus Private Equity VIII, L.P. I.R.S. #13-416869
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
NUMBER OF SHARES 50,003,298(1)
BENEFICIALLY OWNED BY EACH ---------------------------------------
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
50,003,298(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,003,298(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%(2)
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14 TYPE OF REPORTING PERSON*
PN
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[*SEE INSTRUCTIONS BEFORE FILLING OUT!]
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(1) Includes 20,000,000 shares of Common Stock that may be acquired at any
time upon the conversion of Series A Preferred Stock, 30,000,000 shares of
Common Stock that may be acquired within 60 days pursuant to the Preferred
Stock Warrants and Common Stock Warrants and 3,298 shares of Common Stock owned
by a Member and Managing Director of Warburg Pincus LLC and Partner of Warburg
Pincus & Co.
(2) Calculated in accordance with Rule 13d-3 under the Exchange Act, based
upon the number of shares of Common Stock outstanding as of November 12, 2001
(as represented by the issuer in its 10-Q filed with the Securities and
Exchange Commission on November 14, 2001), shares issuable upon conversion of
Series A Preferred stock issued and outstanding on the date hereof and
including shares issuable within 60 days to the Reporting Persons.
CUSIP No. 30049P104 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warburg Pincus & Co. I.R.S. #13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
NUMBER OF SHARES 50,003,298(1)
BENEFICIALLY OWNED BY EACH ---------------------------------------
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
50,003,298(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,003,298(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%(2)
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14 TYPE OF REPORTING PERSON*
PN
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[*SEE INSTRUCTIONS BEFORE FILLING OUT!]
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(1) Includes 20,000,000 shares of Common Stock that may be acquired at any
time upon the conversion of Series A Preferred Stock, 30,000,000 shares of
Common Stock that may be acquired within 60 days pursuant to the Preferred
Stock Warrants and Common Stock Warrants and 3,298 shares of Common Stock owned
by a Member and Managing Director of Warburg Pincus LLC and Partner of Warburg
Pincus & Co.
(2) Calculated in accordance with Rule 13d-3 under the Exchange Act, based
upon the number of shares of Common Stock outstanding as of November 12, 2001
(as represented by the issuer in its 10-Q filed with the Securities and
Exchange Commission on November 14, 2001) and including shares issuable within
60 days to the Reporting Persons.
CUSIP No. 30049P104 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warburg Pincus LLC I.R.S. #13-3536050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
NUMBER OF SHARES 50,003,298(1)
BENEFICIALLY OWNED BY EACH ---------------------------------------
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
50,003,298(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,003,298(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%(2)
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14 TYPE OF REPORTING PERSON*
PN
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[*SEE INSTRUCTIONS BEFORE FILLING OUT!]
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(1) Includes 20,000,000 shares of Common Stock that may be acquired at any
time upon the conversion of Series A Preferred Stock, 30,000,000 shares of
Common Stock that may be acquired within 60 days pursuant to the Preferred
Stock Warrants and Common Stock Warrants and 3,298 shares of Common Stock owned
by a Member and Managing Director of Warburg Pincus LLC and Partner of Warburg
Pincus & Co.
(2) Calculated in accordance with Rule 13d-3 under the Exchange Act, based
upon the number of shares of Common Stock outstanding as of November 12, 2001
(as represented by the issuer in its 10-Q filed with the Securities and
Exchange Commission on November 14, 2001) and including shares issuable within
60 days to the Reporting Persons.
This Amendment No. 2 ("Amendment No. 2") to that certain statement on
Schedule 13D of Warburg Pincus Private Equity VIII, L.P., a Delaware limited
partnership ("WP VIII"), Warburg Pincus LLC, a New York limited liability
company ("WP LLC") and Warburg, Pincus & Co., a New York general partnership
("WP," and together with WP VIII and WP LLC, the "Reporting Persons") filed on
October 3, 2001 (the "Original Statement") and amended on October 17, 2001 (the
"Amended Statement" and together with the Original Statement, the "Statement")
hereby amends and restates the Statement as provided herein. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the
Statement. This Amendment is being filed to reflect the expiration of the
voting agreement, previously described in the Statement, between the Reporting
Persons and certain other stockholders of the Company.
Items 5 and 6 of the Statement are hereby amended and restated in their
entirety as follows:
Item 5. Interest in Securities of the Issuer.
(a) Assuming (i) exercise of all Preferred Stock Warrants issued to WP
VIII; (ii) full conversion of the shares of Series A Preferred Stock issued to
WP VIII at the closing and issuable pursuant to the Preferred Stock Warrants
and (iii) full exercise for cash of all Common Stock Warrants issuable to WP
VIII at the closing and upon exercise of the Preferred Stock Warrants, WP VIII
may be deemed to beneficially own 50,000,000 shares of Common Stock,
representing approximately 55.1% of the outstanding shares of Common Stock,
based on the 40,830,111 shares of Common Stock outstanding as of November 12,
2001 (which number was represented by the Company in its 10-Q filed with the
Securities and Exchange Commission on November 14, 2001), calculated in
accordance with Rule 13d-3 under the Exchange Act. By reason of their
respective relationships with WP VIII and each other, each of the other
Reporting Persons may also be deemed under Rule 13d-3 under the Exchange Act to
own beneficially 50,000,000 shares of Common Stock, representing approximately
55.1% of the outstanding Common Stock. Until such time as the Common Stock
Warrant and the Preferred Stock Warrants are exercised, the Reporting Persons
disclaim beneficial ownership of any shares of Common Stock issuable thereon.
One Member and Managing Director of WP LLC and Partner of WP owns
approximately 3,298 shares of Common Stock. The Reporting Persons expressly
disclaim beneficial ownership of these shares.
(b) WP and WP LLC share with WP VIII the power to vote or to direct the
vote and to dispose or to direct the disposition of the 50,003,298 shares of
Common Stock it may be deemed to beneficially own.
The Reporting Persons are making this single, joint filing because they
may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Exchange Act. Each Reporting Person disclaims beneficial ownership of all
shares of Common Stock, other than those reported herein as being owned by it.
(c) Other than as set forth in Item 4 hereof, no transactions in the
Common Stock were effected during the last sixty days by the Reporting Persons
or any of the persons set forth on Schedule I or in Item 2(d) hereto.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to the Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement attached hereto as Exhibit 1,
with respect to the joint filing of this statement and any amendment or
amendments hereto.
As marked, the Purchase Agreement and the agreements, contemplated thereby
were entered as of September 23, 2001 and is described in Item 3, Item 4 and
Item 5 elsewhere in this Statement.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 above or between such persons and any other person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement*
2. Series A Preferred Stock Purchase Agreement, dated as of September
23, 2001, by and between the Company, WP VIII and certain other
persons.*
3. Form of Form A Subscription Warrant and Form of Form B Subscription
Warrant.*
4. Form of Warrant to Purchase Shares of Common Stock.*
5. Form of Certificate of Designation of Series A Preferred Stock of
Evolve Software, Inc. *
6. Form of Preemptive Rights Agreement between the Company, WP VIII and
certain other persons.*
7. Power of Attorney.*
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* Previously filed
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.
Dated: February 5, 2002 WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott Arenare
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Name: Scott Arenare
Title: Partner
Dated: February 5, 2002 WARBURG PINCUS & Co.
By: /s/ Scott Arenare
---------------------------------
Name: Scott Arenare
Title: Partner
Dated: February 5, 2002 WARBURG PINCUS LLC
By: /s/ Scott Arenare
---------------------------------
Name: Scott Arenare
Title: Managing Director
SCHEDULE I
Set forth below is the name, position and present principal occupation of
each of the general partners of Warburg, Pincus & Co. ("WP") and members of
Warburg Pincus LLC ("WP LLC"). The sole general partner of Warburg Pincus
Private Equity VIII, L.P. ("WP VIII") is WP. WP VIII, WP, and WP LLC are
hereinafter collectively referred to as the "Reporting Entities". Except as
otherwise indicated, the business address of each of such persons is 466
Lexington Avenue, New York, New York 10017, and each of such persons is a
citizen of the United States.
GENERAL PARTNERS OF WP
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PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
Joel Ackerman Partner of WP; Member and Managing Director of WP LLC
Scott A. Arenare Partner of WP; Member and Managing Director of WP LLC
Gregory Back Partner of WP; Member and Managing Director of WP LLC
David Barr Partner of WP; Member and Managing Director of WP LLC
Larry Bettino Partner of WP; Member and Managing Director of WP LLC
Harold Brown Partner of WP; Member and Managing Director of WP LLC
Sean D. Carney Partner of WP; Member and Managing Director of WP LLC
Samantha C. Chen Partner of WP; Member and Managing Director of WP LLC
Mark Colodny Partner of WP; Member and Managing Director of WP LLC
Timothy J. Curt Partner of WP; Member and Managing Director of WP LLC
W. Bowman Cutter Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis Partner of WP; Member and Managing Director of WP LLC
Stephen Distler Partner of WP; Member and Managing Director of WP LLC
Stewart K. P. Gross Partner of WP; Member and Senior Managing Director
of WP LLC
Patrick T. Hackett Partner of WP; Member and Managing Director of WP LLC
Jeffrey A. Harris Partner of WP; Member and Senior Managing Director of
WP LLC
William H. Janeway Partner of WP; Member and Vice Chairman of WP LLC
Peter R. Kagan Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye Partner of WP; Member and Executive Managing Director
of WP LLC
Henry Kressel Partner of WP; Member and Senior Managing Director of
WP LLC
Joseph P. Landy Partner of WP; Member and Executive Managing Director
of WP LLC
Sidney Lapidus Partner of WP; Member and Managing Director of WP LLC
Kewsong Lee Partner of WP; Member and Managing Director of WP LLC
Jonathan S. Leff Partner of WP; Member and Managing Director of WP LLC
Reuben S. Leibowitz Partner of WP; Member and Managing Director of WP LLC
David E. Libowitz Partner of WP; Member and Managing Director of WP LLC
Nancy Martin Partner of WP; Member and Managing Director of WP LLC
Edward J. McKinley Partner of WP; Member and Managing Director of WP LLC
Rodman W. Moorhead III Partner of WP; Member and Managing Director of WP LLC
James Neary Partner of WP; Member and Managing Director of WP LLC
Howard H. Newman Partner of WP; Member and Vice Chairman of WP LLC
Gary D. Nusbaum Partner of WP; Member and Managing Director of WP LLC
Dalip Pathak Partner of WP; Member and Managing Director of WP LLC
Lionel I. Pincus Managing Partner of WP; Managing Member, Chairman and
Chief Executive Officer of WP LLC
Stan Raatz Partner of WP; Member and Managing Director of WP LLC
John D. Santoleri Partner of WP; Member and Managing Director of WP LLC
Steven G. Schneider Partner of WP; Member and Managing Director of WP LLC
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
Barry Taylor Partner of WP; Member and Managing Director of WP LLC
Wayne W. Tsou Partner of WP; Member and Managing Director of WP LLC
John L. Vogelstein Partner of WP; Member and President of WP LLC
Elizabeth H. Weatherman Partner of WP; Member and Managing Director of WP LLC
David Wenstrup Partner of WP; Member and Managing Director of WP LLC
Rosanne Zimmerman Partner of WP; Member and Managing Director of WP LLC
Pincus & Co.*
NL & Co.**
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* New York limited partnership; primary activity is ownership interest in WP
and WP LLC
** New York limited partnership; primary activity is ownership interest in WP.
MEMBERS OF WP LLC
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PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
Joel Ackerman Member and Managing Director of WP LLC; Partner of WP
Scott A. Arenare Member and Managing Director of WP LLC; Partner of WP
Gregory Back Member and Managing Director of WP LLC; Partner of WP
David Barr Member and Managing Director of WP LLC; Partner of WP
Larry Bettino Member and Managing Director of WP LLC, Partner of WP
Frank M. Brochin (1) Member and Managing Director of WP LLC
Harold Brown Member and Managing Director of WP LLC; Partner of WP
Sean D. Carney Member and Managing Director of WP LLC; Partner of WP
Samantha C. Chen Member and Managing Director of WP LLC; Partner of WP
Mark Colodny Member and Managing Director of WP LLC; Partner of WP
Timothy J. Curt Member and Managing Director of WP LLC; Partner of WP
W. Bowman Cutter Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis Member and Managing Director of WP LLC; Partner of WP
Stephen Distler Member and Managing Director of WP LLC; Partner of WP
Tetsuya Fukagawa (2) Member and Managing Director of WP LLC
Makoto Fukuhara (2) Member and Managing Director of WP LLC
Stewart K. P. Gross Member and Senior Managing Director of WP LLC;
Partner of WP
Alf Grunwald (3) Member and Managing Director of WP LLC
Patrick T. Hackett Member and Managing Director of WP LLC; Partner of WP
Jeffrey A. Harris Member and Senior Managing Director of WP LLC;
Partner of WP
Sung-Jin Hwang (4) Member and Managing Director of WP LLC
Roberto Italia (5) Member and Managing Director of WP LLC
William H. Janeway Member and Vice Chairman of WP LLC; Partner of WP
Peter R. Kagan Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye Member and Executive Managing Director of WP LLC;
Partner of WP
Rajesh Khanna (6) Member and Managing Director of WP LLC
Henry Kressel Member and Senior Managing Director of WP LLC;
Partner of WP
Rajiv B. Lall (6) Member and Managing Director of WP LLC
Joseph P. Landy Member and Executive Managing Director of WP LLC;
Partner of WP
Sidney Lapidus Member and Managing Director of WP LLC; Partner of WP
Kewsong Lee Member and Managing Director of WP LLC; Partner of WP
Jonathan S. Leff Member and Managing Director of WP LLC; Partner of WP
Reuben S. Leibowitz Member and Managing Director of WP LLC; Partner of WP
David E. Libowitz Member and Managing Director of WP LLC; Partner of WP
Nicholas J. Lowcock(7) Member and Managing Director of WP LLC
John W. MacIntosh(8) Member and Managing Director of WP LLC
Nancy Martin Member and Managing Director of WP LLC; Partner of WP
Edward J. McKinley Member and Managing Director of WP LLC; Partner of WP
Rodman W. Moorhead III Member and Managing Director of WP LLC; Partner of WP
James Neary Member and Managing Director of WP LLC; Partner of WP
Howard H. Newman Member and Vice Chairman of WP LLC; Partner of WP
Gary D. Nusbaum Member and Managing Director of WP LLC; Partner of WP
Dalip Pathak Member and Managing Director of WP LLC; Partner of WP
Lionel I. Pincus Managing Member, Chairman and Chief Executive Officer
of WP LLC; Managing Partner of WP
Pulak Chandan Prasad(6) Member and Managing Director of WP LLC
Stan Raatz Member and Managing Director of WP LLC; Partner of WP
John D. Santoleri Member and Managing Director of WP LLC; Partner of WP
MEMBERS OF WP LLC (continued)
-----------------------------
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
Steven G. Schneider Member and Managing Director of WP LLC; Partner of WP
Joseph C. Schull (8) Member and Managing Director of WP LLC
Melchior Stahl (3) Member and Managing Director of WP LLC
Chang Q. Sun (9) Member and Managing Director of WP LLC
Barry Taylor Member and Managing Director of WP LLC, Partner of WP
Wayne W. Tsou Member and Managing Director of WP LLC, Partner of WP
John L. Vogelstein Member and President of WP LLC; Partner of WP
Elizabeth H. Weatherman Member and Managing Director of WP LLC; Partner of WP
David Wenstrup Member and Managing Director of WP LLC; Partner of WP
Jeremy S. Young (7) Member and Managing Director of WP LLC
Rosanne Zimmerman Member and Managing Director of WP LLC; Partner of WP
Pincus & Co.*
(1) Citizen of France
(2) Citizen of Japan
(3) Citizen of Germany
(4) Citizen of Korea
(5) Citizen of Italy
(6) Citizen of India
(7) Citizen of United Kingdom
(8) Citizen of Canada
(9) Citizen of China
* New York limited partnership; primary activity is ownership interest in WP
and WP LLC
Exhibit Index
1. Joint Filing Agreement*
2. Series A Preferred Stock Purchase Agreement, dated as of September 23,
2001, by and between the Company, WP VIII and certain other persons.*
3. Form of Form A Subscription Warrant and Form of Form B Subscription
Warrant.*
4. Form of Warrant to Purchase Shares of Common Stock.*
5. Form of Certificate of Designation of Series A Preferred Stock of Evolve
Software, Inc. *
6. Form of Preemptive Rights Agreement between the Company, WP VIII and
certain other persons.*
7. Power of Attorney.*
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* Previously filed