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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): April 20, 2005
CHORDIANT SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware |
93-1051328 |
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(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
000-29357
20400 Stevens Creek Boulevard, Suite 400
Cupertino, CA 95014
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 (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 8.01 Other Events.
In its Transition Report on Form 10-K/T filed with the
Securities and Exchange Commission (the "SEC") on March 29, 2004, Chordiant
Software, Inc. (the "Company" or "Chordiant") disclosed that it could be subject
to paying penalties of up to $500,000 per month from February 2005 through
January 2006 (the "Penalties") to Acqua Wellington Opportunity I Limited ("Acqua
Wellington"). In January 2004, Chordiant sold 4,854,368 shares of its common
stock (the "Shares") to Acqua Wellington in a private placement. As part of the
sale, Chordiant agreed to file and keep effective with the SEC a registration
statement on Form S-3 until the earlier of January 2006 or the sale of the
Shares by Acqua Wellington pursuant to the effective registration statement. As
a result of the Company's failure to timely file its quarterly report for the
period ended December 31, 2004, the Company could not maintain the required
registration statement on Form S-3. On April 14, 2005, Acqua Wellington filed
with the SEC Amendment No.1 to its Schedule 13G disclosing that as of February
14, 2005, it no longer beneficially owned the Shares. Upon receipt of Acqua
Wellington's Amendment No. 1, the Company has been advised by Acqua Wellington
that on May 17, 2004, it disposed of all the Shares pursuant to the registration
statement on Form S-3. As a result, the Company does not have any
further obligation to maintain an effective registration statement on Form S-3
for Acqua Wellington or its successor in interest and therefore is not obligated
to pay any Penalties.
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.
Chordiant Software, Inc.
| Date: April 20, 2005 |
By: /s/ George de Urioste George de Urioste Chief Operating Officer and Chief Financial Officer |