UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
SCHEDULE
TO
(Rule
13e-4)
(Amendment
No. 2)
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 Shares of 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
|
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
$829,610
|
Amount
of Filing Fee**
$25.47
|
| |
|
* Calculated
solely for purposes of determining the filing fee. This amount assumes that
options to purchase an aggregate of 173,623
shares
of common stock of Chordiant Software, Inc. having an aggregate value of
$829,610 as of March 28, 2007 will be amended pursuant to this offer, which
may
not occur. The aggregate value of such options was calculated based on the
Black-Scholes option pricing model as of March 28, 2007.
** The
amount of the filing fee, calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No.
6
for the fiscal year 2007, equals $30.70 per $1,000,000 of transaction valuation.
This amount was previously paid.
¨ 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
following box if the filing is a final amendment reporting the results of
the
tender offer: ý
Schedule
TO
(Amendment
No. 2)
This
Amendment No. 2 (the “Amendment”) to the Offer to Amend Eligible Options (the
“Offer”) filed by Chordiant Software, Inc. (“Chordiant”) with the U.S.
Securities and Exchange Commission (“SEC”) on April 27, 2007, as amended and
supplemented by Amendment No. 1 filed with the SEC on April 5, 2007, is
the
final amendment relating to the offer made by Chordiant to certain optionees
to
amend certain portions of certain stock options in order to limit the potential
adverse personal tax consequences that may apply to these stock options
under
Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations issued by the U.S. Internal Revenue Service thereunder. This
Amendment No. 2 reports the results of the Offer and is filed in satisfaction
of
the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities
Exchange Act of 1934, as amended. Except as amended and supplemented hereby
and
by Amendment No. 1, all terms of the Offer and the Offering Memorandum
and all
disclosure set forth in the Schedule TO and the Exhibits thereto remain
unchanged.
The
Offer expired at 11:59 p.m. Pacific Time, on Thursday, April 26, 2007.
Pursuant
to the Offer, we accepted for amendment Eligible Portions of Eligible Options
to
purchase 150,382 shares of our common stock. Each Eligible Optionee elected
to
participate with respect to the Eligible Portion of such individual’s Eligible
Option in the Offer. We have sent or will send via email to each Eligible
Optionee a Final Election Confirmation Statement substantially in the form
of
Exhibit 99.(a)(1)(F) or Exhibit 99.(a)(1)(G), as applicable, to the Schedule
TO
confirming each such Eligible Optionee’s final elections with respect to his/her
Eligible Options.
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:
April 27, 2007
|
CHORDIANT
SOFTWARE, INC
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN
R. SPRINGSTEEL
|
|
|
|
|
Steven
R. Springsteel
Chairman,
President, and Chief Executive Officer
|
|