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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Chordiant Software, Inc.
---------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
---------------------------------------------------------
(Title of Class of Securities)
17040410
---------------------------------------------
(CUSIP Number)
December 31, 2001
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/x/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 5 pages
ITEM 1 (a). NAME OF ISSUER:
Chordiant Software, Inc.
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
20400 Stevens Creek Boulevard, Suite 400, Cupertino, CA 95014
ITEM 2 (a). NAME OF PERSON FILING:
Battery Ventures III, L.P. ("Battery Ventures"), Battery Partners
III, L.P. ("Battery Partners"), Richard D. Frisbie ("Frisbie"),
Howard Anderson ("Anderson"), Oliver D. Curme ("Curme"), Thomas
J. Crotty ("Crotty"), Kenneth P. Lawler ("Lawler") and Todd A.
Dagres ("Dagres"). Frisbie, Anderson, Curme, Crotty, Lawler and
Dagres are the sole general partners of Battery Partners, the
sole general partner of Battery Ventures.
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of Battery
Ventures, Battery Partners, Frisbie, Anderson, Curme, Crotty,
Lawler and Dagres is c/o Battery Ventures, 20 William Street,
Wellesley, MA 02481.
ITEM 2 (c). CITIZENSHIP:
Messrs. Frisbie, Anderson, Curme, Crotty, Lawler and Dagres are
United States citizens. Battery Ventures and Battery Partners
are limited partnerships organized under the laws of the State of
Delaware.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value
ITEM 2 (e). CUSIP NUMBER
17040410(7)
ITEM 4. OWNERSHIP:
NOT APPLICABLE
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Each Reporting Person has ceased to own beneficially more than 5%
of the outstanding Common Stock of Chordiant Software, Inc.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 13, 2001
AND FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK
OF CHORDIANT SOFTWARE, INC. REMAIN UNCHANGED.
Page 2 of 5 pages
SIGNATURE
After reasonable 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: February 13, 2002 BATTERY VENTURES III, L.P.
By: BATTERY PARTNERS III, L.P.
By: /s/ Richard D. Frisbie
----------------------------
General Partner
BATTERY PARTNERS III, L.P.
By: /s/ Richard D. Frisbie
----------------------------
General Partner
/s/ Richard D. Frisbie
----------------------------
Richard D. Frisbie
*
----------------------------
Howard Anderson
*
----------------------------
Oliver D. Curme
*
----------------------------
Thomas J. Crotty
*
----------------------------
Kenneth P. Lawler
*
----------------------------
Todd A. Dagres
*By: /s/ Richard D. Frisbie
----------------------------
Name: Richard D. Frisbie
----------------------------
Attorney-in-Fact
-------------------------------------------------------------------------------
This Schedule 13G was executed by Richard D. Frisbie or Oliver D. Curme
pursuant to Powers of Attorney which are incorporated herein by reference and
copies of which are attached hereto as Exhibit II.
Page 3 of 5 pages
EXHIBIT I
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the
information required on Schedule 13G need be filed with respect to ownership
by each of the undersigned of shares of Common Stock of Chordiant Software,
Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 13, 2002 BATTERY VENTURES III, L.P.
By: BATTERY PARTNERS III, L.P.
By: /s/ Richard D. Frisbie
----------------------------
General Partner
BATTERY PARTNERS III, L.P.
By: /s/ Richard D. Frisbie
----------------------------
General Partner
/s/ Richard D. Frisbie
----------------------------
Richard D. Frisbie
*
----------------------------
Howard Anderson
*
----------------------------
Oliver D. Curme
*
----------------------------
Thomas J. Crotty
*
----------------------------
Kenneth P. Lawler
*
----------------------------
Todd A. Dagres
*By: /s/ Richard D. Frisbie
----------------------------
Name: Richard D. Frisbie
----------------------------
Attorney-in-Fact
-------------------------------------------------------------------------------
This Agreement was executed by Richard D. Frisbie or Oliver D. Curme
pursuant to Powers of Attorney which are incorporated herein by reference and
copies of which are attached hereto as Exhibit II.
Page 4 of 5 pages
EXHIBIT II
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Oliver D. Curme and Richard D.
Frisbie, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact, with full power of substitution, to sign any and
all instruments, certificates and document that may be necessary, desirable
or appropriate to be executed in his capacity as a general partner of ABF
Partners, L.P., ABF Partners II, L.P., and Battery Partners III, L.P., or in
his capacity as a member manager of Battery Partners IV, LLC, with respect to
securities held by such signatory as a result of his relationship with any of
the foregoing entities or with Battery Ventures, L.P., Battery Ventures II,
L.P., Battery Ventures III, L.P. or Battery Ventures IV, L.P., pursuant to
Section 13 or 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and to
file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and with
any other entity when and if such is mandated by the Exchange Act or by the
By-laws of the National Association of Securities Dealers, Inc., granting
unto said attorneys-in-fact full power and authority to do and perform each
and every act and thing necessary, desirable or appropriate, fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
14th day of February, 1997.
/s/ Richard D. Frisbie
----------------------------
Richard D. Frisbie
/s/ Robert G. Barrett
----------------------------
Robert G. Barrett
/s/ Howard Anderson
----------------------------
Howard Anderson
/s/ Oliver D. Curme
----------------------------
Oliver D. Curme
/s/ Thomas J. Crotty
----------------------------
Thomas J. Crotty
/s/ Kenneth P. Lawler
----------------------------
Kenneth P. Lawler
/s/ Todd A. Dagres
----------------------------
Todd A. Dagres
Page 5 of 5 pages