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): December 13,
2006
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)
[x]
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))
On
December 13, 2006, the Company issued a press release announcing that
it will seek stockholder approval to implement a reverse stock-split at a
special meeting of stockholders. A
copy of the press release is attached as Exhibit 99.1 to this current report
on
Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
99.1
Press release issued by Chordiant Software, Inc. dated December 13,
2006.
IMPORTANT
ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Chordiant
plans to file with the SEC and mail to its stockholders a Proxy Statement
in
connection with the reverse stock split. The Proxy Statement will contain
important information about Chordiant, the reverse stock split and related
matters. Investors and security holders are urged to read the Proxy Statement
carefully when it is available. Investors and security holders will be able
to
obtain free copies of the Proxy Statement and other documents filed with
the SEC
by Chordiant through the web site maintained by the SEC at www.sec.gov. In
addition, investors and security holders will be able to obtain free copies
of
the Proxy Statement from Chordiant by contacting Investor Relations at
(408)
517-6282
or steve.polcyn@chordiant.com.
Chordiant
and its directors and executive officers may be deemed to be participants
in the
solicitation of proxies from the stockholders of Chordiant in connection
with
the transaction described herein. Information regarding the special interests
of
these directors and executive officers in the transaction described herein
will
be included in the Proxy Statement described above. Additional information
regarding these directors and executive officers is also included in Chordiant’s
proxy statement for its 2006 Annual Meeting of Stockholders, which was filed
with the SEC on or about May 4, 2006. This document is available free of
charge
at the SEC’s web site at www.sec.gov and from Choridant by contacting Chordiant
at Investor Relations at (408)
517-6282
or steve.polcyn
@chordiant.com.
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
December 13, 2006
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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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