d8k.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): May 29,
2008
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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20400
Stevens Creek Boulevard, Suite 400
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(Address
of principal executive offices and zip code)
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Registrant’s
telephone number, including area code: (408)
517-6100
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(Former
name or former address, if changed since last
report.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On May
29, 2008, Chordiant Software, Inc. (the “Company”) entered into a Memorandum of
Understanding re Compromise and Settlement (“MOU”) regarding the
settlement of the consolidated derivative action arising out of allegations
concerning the improper backdating of certain stock option grants, entitled In re Chordiant Shareholder
Derivative Litigation, Case No. C 06-04671 JW (the “Action”), which was
filed in the United States District Court for the Northern District of
California (the “Court”) in 2006. The MOU was executed by the attorneys for the
lead plaintiffs, Jesse Brown and Louis Suba, the Company, and the other
individual defendants named therein (the “Parties”). Pursuant to the MOU, the
final settlement of the Action is subject to Plaintiff’s completion of certain
confirmatory investigative efforts, the execution of formal documentation by the
Parties and approval by the Court.
Under the
terms of the MOU, the Company agreed (i) to implement (or retain, where changes
have already been implemented) certain corporate governance reforms, including
the maintenance of a policy to encourage at least two-thirds of the members of
the Board of Directors of the Company (the “Board”) to qualify as independent
under a definition of “independence” that is more stringent than NASDAQ Rule
4200(a)(15), and the expansion of the size and meeting frequency of the
Compensation Committee of the Board; (ii) to implement a process by which the
Compensation Committee will recommend to the Board, and the Board will approve,
all grantees, amounts and dates of all grants of stock options to executive
officers of the Company pursuant to guidelines set forth in the MOU, and the
Board will not delegate such responsibilities, (iii) to designate a compliance
representative to monitor compliance with the terms of stock options plans and
the corporate governance reforms set forth in the MOU, and (iv) to retain an
independent consultant to assist in the Board’s evaluation of the Company’s
executive compensation policies, practices and procedures at least once every
three years for the next six years following the final Court approval of the
settlement. The Company also agreed to pay Plaintiff’s attorneys’
fees and reimburse expenses of up to $850,000. The
out-of-pocket cost to the Company in connection with the settlement is
$50,000.
The
foregoing description of the MOU does not purport to be complete and is
qualified in its entirety by the MOU attached as Exhibit 10.70 to this Current
Report on Form 8-K and incorporated herein by reference.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May
30, 2008, the Board amended and restated the Company’s Bylaws (the
“Bylaws”) and approved the following changes in the Bylaws: (i)
Article III of the Bylaws has been revised to clarify the notice and other
procedures relating to the annual and special stockholder meetings; and (ii)
Article VII of the Company’s Bylaws has been revised to make
affirmative provision for the issuance and transfer of uncertificated shares of
capital stock in accordance with requirements of the electronic Direct
Registration System (DRS) administered by the Depository Trust
Company. The amendments became effective immediately upon adoption by
the Board. A copy of the amended and restated bylaws is filed
herewith as Exhibit 3.2.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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3.2
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Amended
and Restated Bylaws
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10.70
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Memorandum
of Understanding re Compromise and Settlement, dated May 29,
2008
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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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Date:
June 3, 2008
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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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INDEX TO EXHIBITS
Exhibit
No.
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Description
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3.2
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Amended
and Restated Bylaws
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10.70
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Memorandum
of Understanding re Compromise and Settlement, dated May 29,
2008
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