UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
CHORDIANT
SOFTWARE, INC.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
Options
To Purchase Common Stock, par value $0.001 per share
(Title
of Class of Securities)
170404305
(CUSIP
Number of Class of Securities of Underlying Common Stock)
Steven
R. Springsteel
Chairman,
President and Chief Executive Officer
Chordiant
Software, Inc.
20400
Stevens Creek Boulevard, Suite 400
Cupertino,
CA 95014
(408)
517-6100
(Name,
address and telephone number of person authorized to receive notices
and
communications
on behalf of filing person)
Copies
to:
| |
Derek
P. Witte, Esq.
Vice
President, General Counsel, Secretary
Chordiant
Software, Inc.
20400
Stevens Creek Boulevard, Suite 400
Cupertino,
CA 95014
(408)
517-6100
|
Nancy
H Wojtas, Esq.
Cooley
Godward Kronish LLP
Five
Palo Alto Square
3000
El Camino Real
Palo
Alto, CA 94306-2155
(650)
843-5000
|
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CALCULATION
OF REGISTRATION FEE
| |
Transaction
Valuation*
|
Amount
of Filing Fee*
|
|
| |
Not
Applicable
|
Not
Applicable
|
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* No
filing fee is required because this filing contains only preliminary
communications made before the commencement of a tender offer.
¨ Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
|
Amount
Previously Paid:
Not applicable.
|
Filing
Party:
Not applicable.
|
|
Form
or Registration No.:
Not applicable.
|
Date
Filed:
Not applicable.
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ý Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer. Check the appropriate boxes below to
designate any transactions to which the statement relates:
¨ Third-party
tender offer subject to Rule 14d-1.
ý Issuer
tender offer subject to Rule 13e-4.
¨ Going-private
transaction subject to Rule 13e-3.
¨ Amendment
to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results
of
the tender offer: ¨
Attached
are Chordiant Software, Inc.’s (“Chordiant”) materials related to a proposed
tender offer (the “Preliminary Communications”) pursuant to which Chordiant
would offer to amend, at the election of the applicable option holder, certain
portions of options to purchase Chordiant’s common stock granted under the
Chordiant Software, Inc. 1999 Equity Incentive Plan, as amended (the “1999
Plan”), and the Chordiant Software, Inc. 2005 Equity Incentive Plan (the (“2005
Plan”) that (a) were granted on certain dates to Chordiant employees during the
period from Chordiant’s initial public offering on February 14, 2000 to
September 30, 2006, (b) were granted with an exercise price per share that
was
less, or may have been less, than the fair market value per share of the
Chordiant common stock underlying the option on the option’s grant date,
(c) vest or vested after December 31, 2004, and (d) are still
outstanding on the date the proposed tender offer expires (the “Eligible
Options”). Option holders who elect to amend their Eligible Option(s) will sign
an amendment to their existing option agreement with Chordiant, pursuant to
which portions of such options will generally have the same material terms
and
conditions as they did prior to the amendment, including the same exercise
and
vesting schedule and expiration date, except that the amended option(s) will
have a new exercise price and new deemed date of grant.
The
Preliminary Communications do not constitute an offer to holders of options
to
purchase Chordiant’s common stock to amend their Eligible Options. In the event
the Chordiant’s Board of Directors (the “Board”) approves the tender offer, the
tender offer may be commenced at such time as determined in the discretion
of
the Board.
At
the time the tender offer has commenced, Chordiant will provide option holders
who are eligible to participate in the tender offer with written materials
explaining the precise terms and timing of the tender offer. Persons who are
eligible to participate in the tender offer should read these written materials
carefully when they become available because they will contain important
information about the tender offer. Chordiant will also file these written
materials with the U.S. Securities and Exchange Commission as part of a tender
offer statement upon the commencement of the tender offer. Chordiant
stockholders and option holders will be able to obtain these written materials
and other documents filed by Chordiant with the U.S. Securities and Exchange
Commission free of charge from the U.S. Securities and Exchange Commission’s
website at www.sec.gov. In addition, stockholders and option holders may
request a free copy of the tender offer statement and other documents related
to
the tender offer from Chordiant following such time that such documents become
available. *
*As
previously disclosed in our Annual Report on Form 10-K for the Fiscal year
ended
September 30, 2006, in July 2006, the Company’s Board of Directors initiated a
review of the Company’s historical stock option grant practices and appointed
the Audit Committee to oversee the investigation. The Audit Committee identified
errors related to the determination of the measurement dates for certain grants
of options where the price of the Company’s stock on the selected grant date was
lower than the price on the actual grant date which would permit recipients
to
exercise these options at a lower strike price. As a result of the errors in
determining measurement dates, certain options were determined to have been
granted at an exercise price below the fair market value of our stock on the
actual grant date. These discounted options vesting subsequent to December
2004
result in nonqualified deferred compensation for purposes of Section 409A of
the
Internal Revenue Code, and holders are subject to an excise tax on the value
of
the options in the period in which they vest.
ITEM
12. EXHIBITS.
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Exhibit
Number
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Description
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99.1
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Email
of Announcement of Offer.
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