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 SEPTEMBER 24, 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 -------- ------------- On September 24, 2001, Evolve Software, Inc., a Delaware corporation, issued a press release announcing that it has entered into an agreement to sell shares of its Series A Preferred Stock and warrants to purchase additional shares of its Series A Preferred Stock and Common Stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS -------- ------------------------------------ (c) Exhibits 99.1 Press Release dated September 24, 2001. 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: September 27, 2001 EVOLVE SOFTWARE, INC. By: /s/ Kenneth J. Bozzini --------------------------------- Kenneth J. Bozzini Chief Financial Officer, Vice President of Finance INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- -------------------------------------------------------------- 99.1 Press Release dated September 24, 2001.