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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 5)*
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. [ ]
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
NUMBER OF SHARES -----------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 74,359,628(1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
74,359,628(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,359,628(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)
61.5%(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 approximately 40,540,541 shares of Common Stock that may be
acquired at any time upon the conversion of Series A Preferred Stock, 7,500,000
shares of Common Stock that may be acquired within 60 days pursuant to Common
Stock Warrants, 26,315,789 shares of Common Stock that may be acquired at any
time upon conversion of Series B Preferred Stock (discussed in Items 3-5) and
3,298 shares of Common Stock owned by a Member and Managing Director of Warburg
Pincus LLC and Partner of Warburg Pincus & Co. Does not include an adjustment
to account for the 8.00% increase per year in the number of shares of Common
Stock that the Series A and Series B Preferred Stock is convertible to, as
described in Item 4.
(2) Calculated in accordance with Rule 13d-3 under the Exchange Act, based upon
the number of shares of Common Stock outstanding as of October 8, 2002 (as
represented to the Reporting Persons by the issuer) including shares issuable
upon conversion of Series A Preferred Stock and Series B Preferred Stock issued
and outstanding on the date hereof and shares issuable within 60 days to the
Reporting Persons.
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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 & 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
NUMBER OF SHARES -----------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 74,359,628(1)
-----------------------------------------
9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
74,359,628(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,359,628(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.5%(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 approximately 40,540,541 shares of Common Stock that may be
acquired at any time upon the conversion of Series A Preferred Stock, 7,500,000
shares of Common Stock that may be acquired within 60 days pursuant to Common
Stock Warrants, 26,315,789 shares of Common Stock that may be acquired at any
time upon conversion of Series B Preferred Stock (discussed in Items 3-5) and
3,298 shares of Common Stock owned by a Member and Managing Director of Warburg
Pincus LLC and Partner of Warburg Pincus & Co. Does not include an adjustment
to account for the 8.00% increase per year in the number of shares of Common
Stock that the Series A and Series B Preferred Stock is convertible to, as
described in Item 4.
(2) Calculated in accordance with Rule 13d-3 under the Exchange Act, based upon
the number of shares of Common Stock outstanding as of October 8, 2002 (as
represented to the Reporting Persons by the issuer) including shares issuable
upon conversion of Series A Preferred Stock and Series B Preferred Stock issued
and outstanding on the date hereof and shares issuable within 60 days to the
Reporting Persons.
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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 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
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF SHARES -----------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH 74,359,628(1)
-----------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------
10 SHARED DISPOSITIVE POWER
74,359,628(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,359,628(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.5%(2)
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14 TYPE OF REPORTING PERSON*
OO
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[*SEE INSTRUCTIONS BEFORE FILLING OUT!]
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---------------------
(1) Includes approximately 40,540,541 shares of Common Stock that may be
acquired at any time upon the conversion of Series A Preferred Stock, 7,500,000
shares of Common Stock that may be acquired within 60 days pursuant to Common
Stock Warrants, 26,315,789 shares of Common Stock that may be acquired at any
time upon conversion of Series B Preferred Stock (discussed in Items 3-5) and
3,298 shares of Common Stock owned by a Member and Managing Director of Warburg
Pincus LLC and Partner of Warburg Pincus & Co. Does not include an adjustment
to account for the 8.00% increase per year in the number of shares of Common
Stock that the Series A and Series B Preferred Stock is convertible to, as
described in Item 4.
(2) Calculated in accordance with Rule 13d-3 under the Exchange Act, based upon
the number of shares of Common Stock outstanding as of October 8, 2002 (as
represented to the Reporting Persons by the issuer) including shares issuable
upon conversion of Series A Preferred Stock and Series B Preferred Stock issued
and outstanding on the date hereof and shares issuable within 60 days to the
Reporting Persons.
This Amendment No. 5 ("Amendment No. 5") 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,
February 4, 2002, April 5, 2002 and August 29, 2002 (the "Amended Statements"
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 on October 9, 2002 of the
unexercised warrant to purchase Series A Preferred Stock 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) full conversion of the shares of Series A Preferred Stock
issued to WP VIII on the Series A Closing Date and upon exercise of the March
25 Preferred Stock Warrant; (ii) full exercise for cash of all Common Stock
Warrants issued to WP VIII on the Series A Closing Date and upon exercise of
the March 25 Preferred Stock Warrant; and (iii) full conversion of the shares
of Series B Preferred Stock issued to WP VIII on the Series B Closing Date, WP
VIII may be deemed to beneficially own 74,356,330 shares of Common Stock,
representing approximately 61.5% of the outstanding shares of Common Stock,
based on the 46,509,175 shares of Common Stock outstanding as of October 8,
2002 (which number was represented to the Reporting Persons by the Company),
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 74,356,330 shares of Common Stock, representing approximately
61.5% of the outstanding Common Stock. Until such time as the Common 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 74,359,628 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.
2
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 Series A Purchase Agreement and the agreements contemplated
thereby were entered as of September 23, 2001 and are described in Item 3, Item
4 and Item 5 elsewhere in this Statement. As marked, the Series B Purchase
Agreement and the agreements contemplated thereby were entered as of August 20,
2002 and are 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.
3
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 October 9, 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 October 9, 2002 WARBURG PINCUS & Co.
By: /s/ Scott Arenare
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Name: Scott Arenare
Title: Managing Director
Dated October 9, 2002 WARBURG PINCUS LLC
By: /s/ Scott Arenare
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Name: Scott Arenare
Title: Partner
4