Symbolic Logic Inc. (EVOL)

[eastunder]

SCHEDULE 13D filed:

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7375470



This constitutes Amendment No. 13 (the “Amendment No. 13”) to the Statement on Schedule 13D, filed on behalf of Karen Singer (“Ms. Singer”), dated February 28, 2008 (the “Statement”), relating to the common stock (the “Common Stock”) of Evolving Systems, Inc., a Delaware corporation (the “Issuer” or “Company”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 4. Purpose of the Transaction.

Item 4 of the Statement is hereby amended by adding the following at the end thereof:

On November 26, 2010, Ms. Singer entered into a Confidentiality Agreement, in the form filed as Exhibit 99.1 to the Schedule 13D filed on December 1, 2010 (the “November Confidentiality Agreement”), by and among the Issuer and Ms. Singer. Effective January 31, 2011, the November Confidentiality Agreement was amended to extend the period during which it remains effective so that, as so amended, the November Confidentiality Agreement remains in effect until February 15, 2011.

In the interest of good governance, Ms. Singer has also asked that the Board of Directors of the Company promptly to take all steps that are necessary in order to:

(i) terminate the “poison pill” Rights Agreement, dated as of March 4, 2009, between the Company and American Stock Transfer & Trust Company LLC, and

(ii) cause the Restated Certificate of Incorporation and the By-laws of the Company to be amended so as to eliminate the “staggered board” provisions thereof, being those provisions that call for the Board of Directors to consist of three classes that are elected to serve for staggered three-year terms.

Except as described above in this Item 4 and herein, Ms. Singer does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Ms. Singer reserves the right to change plans and take any and all actions that Ms. Singer may deem appropriate to maximize the value of her investments, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by her, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by Ms. Singer in light of her general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.

Ms. Singer may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.