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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): January 6, 2005
CHORDIANT SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware |
93-1051328 |
|
(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On January 6, 2005, the Board of Directors of Chordiant
Software, Inc. ("Chordiant") elected David Weymouth, Corporate Responsibility
Director, Barclays Bank PLC, and Charles E. Hoffman, President and Chief
Executive Officer, Covad Communications, to Chordiant's Board of Directors.
Chordiant's Board has not determined the committees of the Board, if any, to
which Mr. Weymouth and Mr. Hoffman will be appointed.
Item 8.01 Other Events.
In connection with the election of Messrs. Weymouth and
Hoffman to Chordiant's Board of Directors, Chordiant's Audit Committee analyzed
the potential conflicts that may exist due to the fact that executive officers
of Chordiant customers would be sitting on Chordiant's Board of Directors, as
Chordiant's Code of Business Conduct and Ethics requires that conflict of
interest transactions relating to Board members be authorized by the Audit
Committee. Pursuant to Chordiant's Code of Business Conduct and Ethics, the
Audit Committee authorized the directorships of Messrs. Weymouth and Hoffman
notwithstanding any potential conflicts of interest that may exist as a result
of those business relationships. Chordiant's Board of Directors has ratified the
determinations of the Audit Committee.
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: January 12, 2005 |
By: /s/ George de Urioste George de Urioste Chief Operating Officer and Chief Financial Officer |