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):
December 21, 2009

     

Chordiant Software, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
  
001-34179
  
93-1051328
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

20400 Stevens Creek Boulevard, Suite 400
Cupertino, California  95014
(Address of Principal Executive Offices, Including Zip Code)

(408) 517-6100
(Registrant¡¯s Telephone Number, Including Area Code)

Not Applicable
(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):
 
 
 
[X] 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 8.01.  Other Events.
 
 
On December 21, 2009, Chordiant Software, Inc., a Delaware corporation (the "Company") delivered a letter to the Board of Directors of KANA Software, Inc., which letter is attached hereto as Exhibit 99.1.
 
 

 
 
Additional Information
 
 
Nothing in the attached letter shall constitute an offer of any securities of Chordiant Software, Inc. for sale.  In connection with the proposed transaction described therein, if Chordiant and KANA enter into a merger agreement, Chordiant and KANA would file documents with the SEC, including the filing by Chordiant of a registration statement on Form S-4, and the filing by KANA of a related preliminary and definitive proxy statement/prospectus.  Investors and security holders are urged to read the registration statement on Form S-4 and the related preliminary and definitive proxy statement/prospectus when they become available because they will contain important information about the proposed transaction.  Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC¡¯s web site at www.sec.gov and will be available on Chordiant¡¯s website at www.chordiant.com.
 
 

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
    
Exhibit
    
Number
  
Description
99.1
  
Letter dated December 21, 2009.
 

 
 

 
 
 

 
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.


Date: December 21, 2009
CHORDIANT SOFTWARE, INC.
  
       
 
By:
/s/ STEVEN R. SPRINGSTEEL
  
   
Steven R. Springsteel
Chairman, Chief Executive Officer and President
  


 
 
 

Exhibit Index

Exhibit
    
Number
  
Description
99.1
  
Letter dated December 21, 2009.