CUSIP NO.30049R100 Schedule 13G/A Page 1 of 23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)(1)
Evolving Systems, Inc.
--------------------------------------------------------------------------------
(Name of issuer)
Common Stock, par value $0.001
--------------------------------------------------------------------------------
(Title of class of securities)
30049R100
--------------------------------------------------------------------------------
(CUSIP number)
June 2, 2005
--------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Continued on the following pages)
(Page 1 of 23 Pages)
--------------------------
(1)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 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).
CUSIP NO.30049R100 Schedule 13G/A Page 2 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent International Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,324,131
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,324,131
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,324,131
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.63%
12 TYPE OF REPORTING PERSON*
CO, IA
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 3 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent International Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
1,310,130
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 1,310,130
` WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,310,130
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.56%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 4 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Global Management Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
281,586
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 281,586
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,586
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.73%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 5 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent European Co-Investment Fund Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
34,818
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 34,818
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,818
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.22%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 6 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Euro-Italian Direct Investment Program Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
37,137
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 37,137
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,137
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.23%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 7 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Crown Fund II C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
NUMBER OF 5 SOLE VOTING POWER
SHARES
28,407
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 28,407
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,407
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.18%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 8 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Digital Media & Communications II Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
45,456
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 45,456
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,456
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.28%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 9 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Global GECC III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
281,586
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 281,586
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,586
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.73%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 10 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Global Private Equity III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
454,473
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 454,473
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,473
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.76%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 11 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Global Private Equity III-A Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
208,905
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 208,905
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,905
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.29%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 12 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Global Private Equity III-B Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
10,446
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 10,446
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,446
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.07%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 13 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Global Private Equity III-C Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
139,269
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 139,269
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,269
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.86%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 14 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent PGGM Global Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
69,633
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 69,633
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,633
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.43%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 15 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Partners GPE III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
6,870
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 6,870
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,870
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 16 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Partners Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
5,094
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 5,094
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,094
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 17 of 23
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Advent Partners (NA) GPE III Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
2,037
BENEFICIALLY 6 SHARED VOTING POWER
0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING PERSON 2,037
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,037
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO.30049R100 Schedule 13G/A Page 18 of 23
Item 1.
(a) (b) This statement on Schedule 13G/A relates to the Reporting Persons'
(as defined in Item 2 below) beneficial ownership interest in Evolving Systems,
Inc. a Delaware corporation (the "Corporation"). The address of the principal
executive office of the Corporation is 9777 Mount Pyramid Court, Suite 100,
Englewood, Colorado 80112.
Item 2.
(a) (b) (c) This statement is being filed by the following entities:
(1) Advent International Corporation, a Delaware corporation;
(2) Advent International Limited Partnership, a Delaware limited
partnership;
(3) Advent Global Management Limited Partnership, a Delaware
limited partnership;
(4) Advent European Co-Investment Fund Limited Partnership, a
Delaware limited partnership;
(5) Advent Euro-Italian Direct Investment Program Limited
Partnership, a Delaware limited partnership;
(6) Advent Crown Fund II C.V., a Netherlands limited partnership;
(7) Digital Media & Communications II Limited Partnership, a
Delaware limited partnership;
(8) Advent Global GECC III Limited Partnership, a Delaware limited
partnership;
(9) Global Private Equity III Limited Partnership, a Delaware
limited partnership;
(10) Global Private Equity III-A Limited Partnership, a Delaware
limited partnership;
(11) Global Private Equity III-B Limited Partnership, a Delaware
limited partnership;
(12) Global Private Equity III-C Limited Partnership, a Delaware
limited partnership;
(13) Advent PGGM Global Limited Partnership, a Delaware limited
partnership;
(14) Advent Partners GPE III Limited Partnership, a Delaware
limited partnership;
(15) Advent Partners Limited Partnership, a Delaware limited
partnership;
(16) Advent Partners (NA) GPE III Limited Partnership, a Delaware
limited partnership;
The entities listed in subparagraphs (1) through (16) above are herein
collectively referred to as the "Reporting Persons" and individually as a
"Reporting Person." The principal business address of all of the Reporting
Persons is c/o Advent International Corporation, 75 State Street, Boston, MA
02109.
(d) (e) This statement relates to the Common Stock, par value $0.001 per
share, (the "Common Stock") of the Corporation
CUSIP NO.30049R100 Schedule 13G/A Page 19 of 23
named in Item 1 of this statement. The CUSIP number associated with such Common
Stock is 30049R100.
CUSIP NO.30049R100 Schedule 13G/A Page 20 of 23
Item 3. Filing pursuant to Rule 13d-1(b), or 13d-2(b) or (c).
This statement is not being filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c). This statement is being filed pursuant to rule 13d-1(c).
Item 4. Ownership.
(a) (b) The following table sets forth the aggregate number and percentage
(based upon the number of shares of Common Stock outstanding as of May 9, 2005
of the Common Stock beneficially owned by each Reporting Person named in Item 2
of this statement. The aggregate number and percentage of the Common Stock
beneficially owned by each Reporting Person is calculated in accordance with
Rule 13d-3(d)(1).
Number of Shares
-------------------------------- Percentage
Under of Shares
Reporting Person Common Warrants Total Outstanding
------------------------------------------------------------- --------- -------- --------- -----------
Advent International Corporation 1,324,131 0 1,324,131 7.63
(1)(2)(3)
Advent International Limited 1,310,130 0 1,310,130 7.56
Partnership (1)(2)
Advent Global Management Limited 281,586 0 281,586 1.73
Partnership (2)
Advent European Co-Investment Program 34,818 0 34,818 0.22
Limited Partnership (1)
Advent Euro-Italian Direct Investment 37,137 0 37,137 0.23
Program Limited Partnership (1)
Advent Crown Fund II Limited 28,407 0 28,407 0.18
Partnership (1)
Digital Media & Communications II 45,456 0 45,456 0.28
Limited Partnership (1)
Advent Global GECC III Limited 281,586 0 281,586 1.73
Partnership (2)
Global Private Equity III Limited 454,473 0 454,473 2.76
Partnership (1)
Global Private Equity III-A Limited 208,905 0 208,905 1.29
Partnership (1)
Global Private Equity III-B Limited 10,446 0 10,446 0.07
Partnership (1)
Global Private Equity III-C Limited 139,269 0 139,269 0.86
Partnership (1)
Advent PGGM Global Limited Partnership (1) 69,633 0 69,633 0.43
(1)
Advent Partners GPE III Limited 6,870 0 6,870 0.04
Partnership (3)
Advent Partners Limited Partnership (3) 5,094 0 5,094 0.03
Advent Partners (NA) GPE III Limited 2,037 0 2,037 0.01
Partnership (3)
(1) Advent International Corporation ("AIC") is the General Partner of
Advent International Limited Partnership ("AILP") which in turn is the General
Partner of the indicated Reporting Persons. As such, AIC has the sole power to
vote and dispose of the securities owned by the indicated Reporting Persons. The
beneficial ownership of AIC and AILP derive from such power.
(2) Advent International Corporation ("AIC") is the General Partner of
Advent International Limited Partnership ("AILP") which
CUSIP NO.30049R100 Schedule 13G/A Page 21 of 23
in turn is the General Partner of the Advent Global Management Limited
Partnership ("AGMLP"), the General Partner of Advent Global GECC III Limited
Partnership. As such, AIC has the sole power to vote and dispose of the
securities owned by the indicated Reporting Persons. The beneficial ownership of
AIC and AILP derive from such power.
(3) AIC is the General Partner of the indicated Reporting Person. As such,
AIC has the power to vote and dispose of the securities of Advent Partners GPE
III Limited Partnership, Advent Partners Limited Partnership and Advent Partners
(NA) GPE III Limited Partnership. The beneficial ownership of AIC derives from
such power.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
The information for this item is contained in Item 2(a) and Item 4 of this
filing, and is incorporated by reference into this Item 8.
Item 9. Notice of Dissolution of Group.
The Reporting Persons were members of a Section 13(d) group that
beneficially owned 2,899,998 shares of the Common Stock of the Corporation
referred to in this report. The shares were all held directly by Tertio Telecoms
Group, Ltd., of which the Reporting Persons were shareholders.
Tertio Telecoms Group, Ltd. liquidated and distributed the 966,666 shares
of Series B Convertible Preferred Stock of the Corporation referred to in this
report (which are convertible into the 2,899,998 shares of the Common Stock of
the Corporation referred to in this report) to its shareholders. As a result of
this liquidation, the Reporting Persons are no longer members of the 13D Group.
Item 10. Certification.
CUSIP NO.30049R100 Schedule 13G/A Page 22 of 23
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP NO.30049R100 Schedule 13G/A Page 23 of 23
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.
July 8, 2005
Advent European Co-Investment Fund Limited Partnership
Advent Euro-Italian Direct Investment Program Limited Partnership
Advent Crown Fund II C.V.
Digital Media & Communications II Limited Partnership
Global Private Equity III Limited Partnership
Global Private Equity III-A Limited Partnership
Global Private Equity III-B Limited Partnership
Global Private Equity III-C Limited Partnership
Advent PGGM Global Limited Partnership
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
Advent Global GECC III Limited Partnership
By: Advent Global Management Limited Partnership, General Partnership
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
Advent International Limited Partnership
Advent Partners GPE III Limited Partnership
Advent Partners Limited Partnership
Advent Partners (NA) GPE III Limited Partnership
By: Advent International Corporation,
General Partner
By: Janet L. Hennessy, Vice President*
ADVENT INTERNATIONAL CORPORATION
By: Janet L. Hennessy, Vice President*
*For all of the above:
/s/ Janet L Hennessy
----------------------------------
Janet L. Hennessy, Vice President