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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): March 4, 2005
CHORDIANT SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 4, 2005, Chordiant Software, Inc. ("Chordiant")
notified The Nasdaq Stock Market, Inc. that Chordiant failed to file with the
Securities and Exchange Commission (the "SEC") an amendment to its current
report on Form 8-K (the "Amendment"), which Chordiant filed on December 27,
2004. The Amendment is necessary to include the financial information required
by Form 8-K with respect to the acquisition of all the issued shares of KiQ
Limited, a privately held United Kingdom software company ("KiQ") by Chordiant.
As a result of such failure, the Company is out of compliance with Marketplace
Rule 4310(c)(14). As previously reported, Chordiant failed to file its quarterly
report on Form 10-Q for the period ended December 31, 2004 (the "Quarterly
Report") with the SEC by the due date of February 14, 2005. The Company intended
to file a transition report on Form 10-K for the transition period, January 1,
2004 to September 30, 2004 (the "Transition Report") at the same time it filed
the Quarterly Report. The Company, however, still has not completed the year-end
audit or the review of its first quarter financial results. The Company is
continuing to work diligently to complete the year-end audit and the review of
its first quarter results and will file its Quarterly Report, Transition Report
and Amendment as soon as practicable.
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: March 10, 2005 |
By: /s/ George de Urioste George de Urioste Chief Operating Officer and Chief Financial Officer |