As filed with the Securities and Exchange Commission on June 14, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
SCHEDULE TO
(Amendment No. 3 - Final Amendment)
(Rule 13e-4)
Tender Offer Statement under Section 14(d)(1) or 13(e)
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)
________________________
170404107
(CUSIP Number of Class of Securities)
________________________
Samuel T. Spadafora
Chairman and Chief Executive Officer
Chordiant Software, Inc.
20400 Stevens Creek Blvd., Suite 400
Cupertino, California 95014
Telephone: (408) 517 - 6100
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of Filing Person)
____________________
Copies to:
Nancy H. Wojtas, Esq.
Cooley Godward llp
Five Palo Alto Square, 3000 El Camino Real
Palo Alto, California 94306-2155
Telephone: (650) 843-5000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$56,548,849.64 $11,309.77***
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 10,730,332 shares of common stock of Chordiant
Software, Inc. having a weighted average exercise price of $5.270 as of May
1,2001 will be exchanged pursuant to this offer.
** One-fiftieth of 1% of the value of the transaction, pursuant to Rule 0-11 of
the Securities Exchange Act.
***Previously paid.
[_] Check 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.
[_] 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.
[X] Issuer tender offer subject to Rule 13e-4.
[_] Going-private transaction subject to Rule 13e-3.
[_] Amendment to Schedule 13D under Rule 13d-2.
[X] Check the following box if the filing is a final amendment reporting the
results of the tender offer
SCHEDULE TO
INTRODUCTORY STATEMENT
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO, as amended (the "Schedule TO"), filed with the Securities and
Exchange Commission on May 4, 2001, to report the results of the offer by
Chordiant Software Inc., a Delaware Corporation (the "Company"), to exchange all
options ("Options") outstanding under the Chordiant 1999 Equity Incentive Plan,
the Chordiant 1999 Non-Employee Directors' Stock Option Plan, the Chordiant 2000
Nonstatutory Equity Incentive Plan, the White Spider Software 2000 Stock
Incentive Plan and the Prime Response 2000 Stock Option/Stock Issuance Plan to
purchase shares of the Company's common stock, par value $ .01 per share (the
"Common Stock"), for new options (the "New Options") to purchase shares of the
Common Stock to be granted under the Chordiant 1999 Equity Incentive Plan and
the Chordiant 2000 Nonstatutory Equity Incentive Program, upon the terms and
subject to the conditions described in the Offer to Exchange, dated May 4, 2001,
as amended and supplemented on May 29, 2001 (the "Offer to Exchange"), the
Summary of Terms, as amended and supplemented (the "Summary of Terms"), and the
related Election Form, as revised (the "Election Form" and together with the
Offer to Exchange and the Summary of Terms, the "Offer").
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented to add the
following paragraph (c):
(c) The Offer expired at 12:00 p.m., Pacific Daylight Time, on
Wednesday, June 6, 2001. Pursuant to the Offer, we accepted for cancellation
options to purchase an aggregate of 824,986 shares of our Common Stock from a
total of 67 eligible participants. Upon the terms and subject to
the Conditions of the Offer, we will grant options to purchase an aggregate of
824,986 shares of our common stock in exchange for such cancelled options. We
will promptly send each option holder whose options have been accepted for
cancellation a letter, substantially in the form of Exhibit (a)(1)(K), as
previously filed, indicating the number of shares of Common Stock subject to
such holder's options that have been accepted for exchange, the corresponding
number of shares of Common Stock that will be subject to the options that will
be granted to such holder and the expected grant date of the New Options.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and restated as follows:
Exhibit Number Description
---------------- ---------------------------------------------------------------
99.(a)(1)(A)* Offer to Exchange, dated May 4, 2001.
99.(a)(1)(B)* Summary of Terms.
99.(a)(1)(C)* E-mail Transmittal Letter.
99.(a)(1)(D)* Form of Election Form.
99.(a)(1)(E)* Form of Notice of Change in Election from Accept to Reject.
99.(a)(1)(F)* Form of Notice of Change in Election from Reject to Accept.
99.(a)(1)(G)* Chordiant Software, Inc. Annual Report on Form 10-K for its
fiscal year ended December 31, 2000, filed with the Securities
and Exchange Commission on March 27, 2001 and incorporated
herein by reference.
99.(a)(1)(H)** Chordiant Software, Inc. Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission
on April 20, 2001 and incorporated by herein by
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CUSIP NO. 170404107
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Schedule TO
reference.
99.(a)(1)(I)** Supplement, dated May 29, 2001, to Offer to Exchange, dated
May 4, 2001.
99.(a)(1)(J)** Form of E-mail Transmittal Letter distributing the Supplement.
99.(a)(1)(K)** Form of Confirmation Letter to Employees.
99.(a)(1)(L)** Form of Revised Election Form.
99.(a)(1)(M)** Chordiant Software, Inc. Quarterly Report on Form 10-Q for the
period ended March 31, 2001, filed with the Securities and
Exchange Commission on May 15, 2001 and incorporated herein by
reference.
99.(a)(1)(N)*** Power Point slides delivered to employees.
99.(b) Not applicable.
99.(d)(1)* Chordiant Software, Inc.'s 1999 Equity Incentive Plan and Form
of Stock Option Agreement (filed as Exhibit 10.2 to the
Company's Registration Statement on Form S-1 (No.333-92187)
filed on December 6, 1999 and which Exhibit 10.2 is
incorporated herein by reference).
99.(d)(2)* Chordiant Software, Inc.'s 1999 Employee Stock Purchase Plan
(filed as Exhibit 10.3 with the Company's Registration
Statement on Form S-1 (No. 333-92187) filed on December 6,
1999 and which Exhibit 10.3 is incorporated herein by
reference).
99.(d)(3)* Chordiant Software, Inc.'s 1999 Non-Employee Directors' Plan
and Form of Stock Option Agreement (filed as Exhibit 10.4 with
Amendment No. 1 to the Company's Registration Statement on
Form S-1 (No. 333-92187) filed on January 19, 2000 and which
Exhibit 10.4 is incorporated herein by reference).
99.(d)(4)* Chordiant Software, Inc.'s 2000 Nonstatutory Equity Incentive
Plan (filed as Exhibit 99.2 with the Company's S-8
Registration Statement (No. 333-42844) filed on August 2, 2000
and which Exhibit 99.2 is incorporated herein by reference).
99.(d)(5)* White Spider Software, Inc.'s 2000 Stock Incentive Plan (filed
as Exhibit 99.1 with Chordiant Software, Inc.'s Current Report
on Form S-8 (No. 333-49032) filed on October 31, 2000 and
which Exhibit 99.1 is incorporated herein by reference).
99.(d)(6)* Prime Response, Inc.'s 1998 Stock Option/Stock Issuance Plan,
as amended.
99.(g) Not applicable.
99.(h) Not applicable.
* Previously filed as and exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 4, 2001.
** Previously filed as on exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 29, 2001.
*** Previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 31, 2001.
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CUSIP NO. 170404107
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Schedule TO
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 14, 2001
CHORDIANT SOFTWARE, INC.
By: /s/ Steve G. Vogel
-----------------------------------
Name: Steve G. Vogel
Title: Senior Vice President of Finance, Chief
Financial Officer and Chief Accounting
Officer
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CUSIP NO. 170404107
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Schedule TO
INDEX OF EXHIBITS
Exhibit Number Description
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99.(a)(1)(A)* Offer to Exchange, dated May 4, 2001.
99.(a)(1)(B)* Summary of Terms.
99.(a)(1)(C)* E-mail Transmittal Letter.
99.(a)(1)(D)* Form of Election Form.
99.(a)(1)(E)* Form of Notice of Change in Election from Accept to Reject.
99.(a)(1)(F)* Form of Notice of Change in Election from Reject to Accept.
99.(a)(1)(G)* Chordiant Software, Inc. Annual Report on Form 10-K for its
fiscal year ended December 31, 2000 filed with the
Securities and Exchange Commission on March 27, 2001 and
incorporated herein by reference.
99.(a)(1)(H)** Chordiant Software, Inc. Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange
Commission on April 20, 2001 and incorporated by herein by
reference.
99.(a)(1)(I)** Supplement, dated May 29, 2001, to Offer to Exchange, dated
May 4, 2001.
99.(a)(1)(J)** Form of E-mail Transmittal Letter distributing the
Supplement.
99.(a)(1)(K)** Form of Confirmation Letter to Employees.
99.(a)(1)(L)** Form of Revised Election Form.
99.(a)(1)(M)** Chordiant Software, Inc. Quarterly Report on Form 10-Q for
the period ended March 31, 2001, filed with the Securities
and Exchange Commission on May 15, 2001 and incorporated
herein by reference.
99.(a)(1)(N)*** Power Point slides delivered to employees.
99.(b) Not applicable.
99.(d)(1)* Chordiant Software, Inc.'s 1999 Equity Incentive Plan and
Form of Stock Option Agreement (filed as Exhibit 10.2 to the
Company's Registration Statement on Form S-1 (No.333-92187)
filed on December 6, 1999 and which Exhibit 10.2 is
incorporated herein by reference).
99.(d)(2)* Chordiant Software, Inc.'s 1999 Employee Stock Purchase Plan
(filed as Exhibit 10.3 with the Company's Registration
Statement on Form S-1 (No. 333-92187) filed on December 6,
1999 and which Exhibit 10.3 is incorporated herein by
reference).
99.(d)(3)* Chordiant Software, Inc.'s 1999 Non-Employee Directors' Plan
and Form of Stock Option Agreement (filed as Exhibit 10.4
with Amendment No. 1 to the Company's Registration Statement
on Form S-1 (No. 333-92187) filed on January 19, 2000 and
which Exhibit 10.4 is incorporated herein by reference).
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CUSIP NO. 170404107
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Schedule TO
99.(d)(4)* Chordiant Software, Inc.'s 2000 Nonstatutory Equity
Incentive Plan (filed as Exhibit 99.2 with the Company's S-8
Registration Statement (No. 333-42844) filed on August 2,
2000 and which Exhibit 99.2 is incorporated herein by
reference).
99.(d)(5)* White Spider Software, Inc.'s 2000 Stock Incentive Plan
(filed as Exhibit 99.1 with Chordiant Software, Inc.'s
Current Report on Form S-8 (No. 333-49032) filed on October
31, 2000 and which Exhibit 99.1 is incorporated herein by
reference).
99.(d)(6)* Prime Response, Inc.'s 1998 Stock Option/Stock Issuance
Plan, as amended.
99.(g) Not applicable.
99.(h) Not applicable.
* Previously filed as and exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 4, 2001.
** Previously filed as on exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 29, 2001.
*** Previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on May 31, 2001.