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): July 7,
2008
|
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
|
|
20400
Stevens Creek Boulevard, Suite 400
|
(Address
of principal executive offices and zip code)
|
|
|
Registrant’s
telephone number, including area code: (408)
517-6100
|
|
|
|
(Former
name or former address, if changed since last
report.)
|
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:
¨
|
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
8.01. Other
Events
On
August 1, 2006, Plaintiff Jesse Brown filed a shareholder derivative action
against Chordiant Software, Inc. (the “Company”), captioned Jesse Brown v.
Stephen Kelly, et al., Case No. C 06-04671 JW (the “Brown Action”) in the United
States District Court for the Northern District of California (the
“Court”). Subsequently, plaintiff Louis Suba filed a second
shareholder derivative action against the Company, captioned Louis Suba v.
Stephen Kelly, et al., Case No. C 06-05603 JW (the “Suba Action”) on September
13, 2006, in the Court. By Order dated November 27, 2006, the Court
consolidated the Brown Action and the Suba Action as In re Chordiant Derivative
Litigation, Case No. C 06-04671 JW (the “Action”), appointed plaintiffs Brown
and Suba as Lead Plaintiffs, and appointed Schiffrin Barroway Topaz &
Kessler, LLP as Lead Counsel. The Action alleges the improper
backdating of certain stock option grants.
On
July 7, 2008, the Court scheduled a final settlement hearing to be held on
October 20, 2008 at 9:00 a.m., before the Honorable James Ware, at the U.S.
District Courthouse, 280 South 1st Street,
San Jose, California, 95133, Fourth Floor, Courtroom 8, to determine whether to
approve a proposed settlement that has been reached between the parties in the
Action (the “Settlement”). The Court ordered, among other things,
that the Company file a Form 8-K attaching a copy of a Notice of Pendency and
Settlement of Action (the “Notice”). The full text of the Notice is
attached as Exhibit 20.1 to this Current Report on Form 8-K. Under
the terms and conditions of the Settlement, which are summarized in the Notice,
the Company agrees to (i) 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) 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 Settlement, and
the Board will not delegate such responsibilities, (iii) designate a compliance
representative to monitor compliance with the terms of stock options plans and
the corporate governance reforms set forth in the Settlement, and (iv) 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 agrees 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.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
|
|
Description
|
|
20.1
|
|
Notice
of Pendency and Settlement of Action
|
|
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.
|
|
|
Date:
July 16, 2008
|
CHORDIANT
SOFTWARE, INC.
|
|
|
|
|
|
|
By:
|
/s/
Steven R. Springsteel
|
|
|
|
Steven
R. Springsteel
Chairman,
President and Chief Executive Officer
|
|
INDEX TO EXHIBITS
Exhibit
No.
|
|
Description
|
|
20.1
|
|
Notice
of Pendency and Settlement of Action
|
|