As filed with the Securities 
and Exchange Commission on January 17, 2006 Registration No. 
333-131057


 
UNITED STATES SECURITIES AND EXCHANGE 
COMMISSION
 Washington, D.C. 
20549



FORM S-8/A

(Amendment No. 1)





REGISTRATION STATEMENT
under 
THE 
SECURITIES ACT OF 1933 
CHORDIANT SOFTWARE, 
INC. 



(Exact name of Registrant as specified in its charter) 
 



  
  
    
      
Delaware

    
      
93-1051328
  
    
      
(State of incorporation)
    
      
(I.R.S. Employer Identification 
  No.)


20400 Stevens Creek Blvd., Suite 
#400
Cupertino, CA    95014

(Address of 
principal executive offices) 



1999 Employee Stock 
Purchase Plan
1999 Non-Employee Directors' Stock Option Plan

2005 Equity Incentive 
Plan

(Full title of the Plans)



Stephen Kelly
Chordiant Software, 
Inc.
Chief Executive Officer 
20400 Stevens Creek 
Blvd., Suite #400
Cupertino, CA 95014
(408) 
517-6100

(Name, address, including zip code, and telephone 
number, including area code, of agent for service) 



Copies to:
Nancy H. Wojtas, 
Esq.
Cooley Godward LLP
3000 El Camino Real
Palo Alto, California 
94036
(650) 843-5000




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INTRODUCTORY NOTE



The cover page has been changed to reflect the date of filing, January 17, 2006 
rather than January 13, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the 
Registrant certifies that it has reasonable grounds to believe that it meets all 
of the requirements for filing on Form S-8 as amended and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Cupertino, State of California, on January 17, 2006.















Chordiant Software, Inc.

By:     /s/ Stephen Kelly      


Stephen Kelly
Chief Executive Officer




 
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