form8k.htm
UNITED
STATES
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
Date
of Report (Date of earliest event reported): July 23, 2007
CHORDIANT
SOFTWARE,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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93-1051328
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification
No.)
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Commission
file number:
000-29357
20400
Stevens Creek Boulevard, Suite 400
Cupertino,
CA 95014
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (408) 517-6100
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
July 23, 2007, David Weymouth, a
member of the Board of Directors of Chordiant Software, Inc. (the “Company”),
advised Steven R. Springsteel, the Chairman, President and CEO of the Company
that Mr. Weymouth intended to resign as a member of the Board of Directors
as a
result of the pressing demands on his schedule after having accepted a full
time
position with a company located in the United Kingdom. Mr.
Weymouth has advised Mr. Springsteel that he intends to remain a member of
the
Board of Directors until the earlier of November, 2007 or such time as the
Board
of Directors has appointed his successor to the Board. The Nominating
and Governance Committee of the Board of Directors has initiated efforts to
identify a qualified person from outside of the Company to serve as an
independent member of the Board of Directors in replacement of Mr.
Weymouth.
On
July 24, 2007, the Board of
Directors of the “Company approved the following compensation arrangements for
James St. Jean, the Company’s Vice President of Worldwide
Engineering.
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Mr.
St. Jean will receive a one-time cash bonus of $30,000, payable as
soon as
practicable.
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·
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In
2006, Chordiant’s Audit Committee conducted an independent investigation
into Chordiant’s historical practices of granting stock options, which
investigation was more fully disclosed in Chordiant’s Annual Report on
Form 10-K for the period of October 1, 2005 to September 30,
2006. As a result of such investigation, Chordiant’s Audit
Committee had determined that certain stock options, including three
stock
options issued to Mr. St. Jean between 2001 to 2004 (the “Options”), were
issued on terms that did not reflect the appropriate grant date and
therefore did not provide for an exercise price that was equal to
100% of
the fair market value of Chordiant’s common stock on the appropriate
measurement date (the “Corrected Exercise Price”). On
June 23, 2007, Chordiant’s Compensation Committee recommended to
Chordiant’s Board that Mr. St. Jean’s Options be amended, subject to the
agreement of Mr. St. Jean, to increase the exercise price of that
number
of the shares subject to each Option that had not yet been exercised
and
which are subject to adverse treatment under Section 409A of the
Internal
Revenue Code of 1986. On July 24, 2007, the Board of Directors
authorized the Company to offer to reprice such Options on the terms
recommended by the Compensation Committee under the terms of an Amendment
to Option Agreement in the form attached hereto as Exhibit
99.1.
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Item
9.01. Financial Statements and Exhibits.
99.1 Form
of Amendment to Option Agreement Mr. St. Jean and the Company.
Safe
Harbor Statement
This
current report on Form 8-K includes "forward-looking statements" that are
subject to risks, uncertainties and other factors that could cause actual
results or outcomes to differ materially from those contemplated by the
forward-looking statements. Forward-looking statements in this report
are generally identified by words, such as "believes," "anticipates," "plans,"
"expects," "will," "would," "guidance," "projects" and similar expressions
which
are intended to identify forward-looking statements. There are a
number of important factors that could cause the results or outcomes discussed
herein to differ materially from those indicated by these forward-looking
statements. Further information on potential factors that could
affect Chordiant are included in risks detailed from time to time in Chordiant's
SEC filings, including, without limitation, Chordiant's Annual Report on Form
10-K for the period of October 1, 2005 to September 30, 2006, and Chordiant’s
most recent quarterly report on Form 10-Q. These filings are
available on a Web site maintained by the Securities and Exchange Commission
at
http://www.sec.gov. Chordiant does not undertake an obligation to
update forward-looking or other statements in this report.
SIGNATURE
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.
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Dated
July 27, 2007
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CHORDIANT
SOFTWARE, INC
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By:
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/s/ STEVEN
R. SPRINGSTEEL
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Steven
R. Springsteel
Chairman,
President and Chief Executive Officer
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