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): January 10, 2008
CHORDIANT
SOFTWARE, INC.
(Exact
name of Registrant as specified
in its charter)
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Delaware
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93-1051328
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(State
or other jurisdiction of
incorporation)
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(I.R.S.
Employer Identification
No.)
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Commission
file
number:
000-29357
20400
Stevens Creek Boulevard, Suite
400
Cupertino,
CA
95014
(Address
of principal executive offices
and zip code)
Registrant's
telephone number, including
area code: (408) 517-6100
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
5.02 Departure of Directors or Principal Officers: Election of
Directors; Appointment of Principal Officers.
On
January 10, 2008, the Board of Directors of Chordiant Software, Inc. (the
“Company”) expanded the size of the Board of Directors to 7
members.
On
January 10, 2008, the Board of Directors of the Company elected Dan Gaudreau,
effective February 1, 2008, as a Class III Director to serve until the 2010
Annual Meeting of Stockholders, or until his successor is elected and
qualified. Since 1997, Mr. Gaudreau has been employed by Actuate
Corporation, an enterprise reporting and performance management software company
and is currently the Senior Vice President, Operations and Chief Financial
Officer. Additionally, the Board of Directors appointed Mr. Gaudreau
to serve on the Audit Committee. The Board of Directors also
designated Mr. Gaudreau as an independent member of the
Board. Richard Stevens and David Springett will remain as members of
the Audit Committee.
On
January 10, 2008, the Board of Directors of Chordiant Software, Inc., elected
Allen Swann, effective February 1, 2008, as a Class II Director to serve until
the 2009 Annual Meeting of Stockholders, or until his successor is elected
and
qualified. Since May of 2006, Mr. Swann has been the Head of Strategy
for the Healthcare Division of Manpower Software plc., a leading provider of
workforce optimization and e-rostering solutions, headquartered in the
UK. Mr. Swann is also a Non-Executive Director of Solid
Information Technology, a privately held Finnish company headquartered in
the US, that develops and markets a small footprint in memory, highly
scalable and resilient relational database and is Chairman of CopperEye, a
UK privately held company that develops and markets high performance
data retrieval software for interrogating very large volumes of flat
file data.
The
Company previously disclosed in July 2007 that David Weymouth advised the
Company that he intended to resign as a member of the Board of
Directors. On January 16, 2008, Mr. Weymouth tendered his resignation
as a member of the Company’s Board of Directors effective February 1,
2008.
A
copy of
the press release issued in connection with Messrs. Gaudreau’s and Swann’s
appointments to the Board is attached to this Report as Exhibit
99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Number
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Description
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99.1
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Press
Release of Chordiant Software, Inc. dated January 16,
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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Dated:
January 16, 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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