| Form 3 |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION |
Expires: December 31, 2001 Estimated average burden hours per response. . . 0.5 |
| (Print or type responses) |
| 1. Name
and Address of Reporting Person* VivCorp., Inc. 6114 La Salle Avenue, #323 Oakland, CA 94611 |
2. Date
of Event Requiring Statement (Month/Day/Year) 12/27/2001 |
4.
Issuer Name and Ticker or Trading Symbol Evolve Software, Inc. (EVLV) |
|
| 3.
I.R.S. Identification Number of Reporting Person, if an entity (voluntary) |
5.
Relationship of Reporting Person(s) to Issuer (Check all applicable) ___ Director _X_10% Owner ___ Officer (give ___ Other (specify title below) below) |
6. If Amendment,
Date of Original (Month/Day/Year) |
|
| 7. Individual
or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person |
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|
Table I - Non-Derivative Securities Beneficially Owned |
| 1. Title
of Security (Instr. 4) |
2. Amount
of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature
of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 6,116,505 | D |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
| 1.
Title of Derivative Security (Instr. 4) |
2. Date Exer- cisable and Expiration Date (Month/Day/Year) |
3. Title
and Amount of Securities Underlying Derivative Security (Instr. 4) |
4.
Conver- sion or Exercise Price of Deri- vative Security |
5.
Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 5) |
6.
Nature of Indirect Beneficial Ownership (Instr. 5) |
||
|
Date
Exer-cisable |
Expira-
tion Date |
Title |
Amount
or Number of Shares |
||||
| Share Purchase Right (Right to Buy) | (1) | (1) | Common Stock | 515,751 (1) (3) | 1 for 1 (1) (3) | D | |
| Share Purchase Right (Right to Buy) | (2) | (2) | Common Stock | (2) (3) | 1 for 1 (2) (3) | D | |
|
Explanation of Responses: (1) Pursuant to the terms of that certain Asset Acquisition Agreement, dated May 22, 2001 (the "Agreement"), between of VivCorp, Inc. (formerly known as Vivant! Corporation) (the "Reporting Person"), and Evolve Software, Inc., a Delaware corporation (the "Issuer"), on June 29, 2002, the Issuer is obligated to issue to the Reporting Person these additional shares of Common Stock but only to the extent such shares are not required to satisfy claims the Issuer may have against the Reporting Person based on a breach of the Agreement. Furthermore, this number of additional shares of Common Stock is subject to adjustment so that the number of shares issued to the Reporting Person would equal a number of shares with a market value of $525,000, if the market value of the shares issuable would otherwise be greater than $603.750 or less than $446,250. (2) Pursuant to the terms of the Agreement, on the earlier of (i) the 18-month anniversary of the date of the execution of the first binding customer sales or licensing agreement with respect the Reporting Person's products and (ii) June 29, 2003, the Issuer is obligated to issue to the Reporting Person additional shares of Common Stock with a market value equal to 50% of the Issuer's cash receipts from the sale of the Reporting Person's products, subject to certain deductions and exclusions set forth in the Agreement. The value of these shares will be based on the market value of Common Stock as of the date of issuance. (3) The aggregate number of additional shares of Common Stock that the Issuer may be obligated to issue to the Reporting Person pursuant to the Share Purchase Rights described above will not exceed 1,544,592 shares. |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
/s/ Cynthia B. Padnos on Behalf of VivCorp, Inc.
**Signature of Reporting Person |
01/03/2002
Date |
| Note: | File three
copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. |
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