As filed with the Securities 
and Exchange Commission on January 13, 2006 Registration No. 
333





 


UNITED STATES SECURITIES AND EXCHANGE 
COMMISSION


 Washington, D.C. 
20549





FORM S-8










REGISTRATION STATEMENT
under 
THE 
SECURITIES ACT OF 1933 


CHORDIANT SOFTWARE, 
INC. 


(Exact name of Registrant as specified in its charter) 
 




  
  
    
      
Delaware

    
      
93-1051328

  
    
      
(State of incorporation)

    
      
(I.R.S. Employer Identification 
  No.)





20400 Stevens Creek Blvd., Suite 
#400
Cupertino, CA    95014

(Address of 
principal executive offices) 






1999 Employee Stock 
Purchase Plan
1999 Non-Employee Directors' Stock Option Plan



2005 Equity Incentive 
Plan

(Full title of the Plans)






Stephen Kelly
Chordiant Software, 
Inc.
Chief Executive Officer 
20400 Stevens Creek 
Blvd., Suite #400
Cupertino, CA 95014
(408) 
517-6100

(Name, address, including zip code, and telephone 
number, including area code, of agent for service) 






Copies to:
Nancy H. Wojtas, 
Esq.
Cooley Godward LLP
3000 El Camino Real
Palo Alto, California 
94036
(650) 843-5000





CALCULATION OF REGISTRATION FEE


  
  
    
      
Title of Securities 

      
to be Registered

    
      
Amount to be Registered(1)

    
      
Proposed Maximum

      
Offering

      
Price per Share (2)

    
      
Proposed Maximum

      
Aggregate

      
Offering Price (2)

    
      
Amount of

      
Registration Fee

  
    
      
Common Stock (par value

      
$ 0.001 per share) 

    
      
17,022,986
    
      
$2.78

    
      
$47,323,901

    
      
$5,064

  
    
      
TOTAL

    
       
    
    
     



    
  
  1. 
  
    Pursuant to Rule 416(a), this Registration Statement shall also cover any 
  additional shares of Registrant's Common Stock that become issuable under the 
  plans by reason of any stock dividend, stock split, recapitalization or other 
  similar transaction effected without receipt of consideration that increases 
  the number of outstanding shares of Registrant's Common Stock.
    2. 
  
  2. 
  
    Estimated solely for the purpose of calculating the amount of the 
  registration fee pursuant to Rule 457(h). The price per share and aggregate 
  offering price are based upon the shares available for future grant or 
  purchase under the Company's 1999 Employee Stock Purchase Plan, 1999 
  Non-Employee Directors' Stock Option Plan, or 2005 Equity Incentive Plan and 
  the average of the high and low prices of the Company's Common Stock on 
  January 9, 2006, as reported on the Nasdaq National Market (pursuant to Rule 
  457(c) under the Act). The following chart illustrates the calculation of the 
  registration fee:
    3. 




  
  
    
      
Securities

    
      
Number of Securities

    
      
Offering Price Per Share

    
      
Aggregate Offering Price

  
    Common Stock available for grant 
      under the 1999 Employee Stock Purchase Plan
    
    
3,557,896
    
      
$2.78

    
      
$9,890,951

  
    Common Stock available for grant 
      under the 1999 Non-Employee Directors' Stock Option Plan
    
      
464,490

    
      
$2.78

    
      
$1,291,282

  
    Common Stock available 
    for grant under the 2005 Equity Incentive Plan (the "2005 Plan")
    
      
13,000,600
    $2.78
    
    $36,141,668
  
    Total
    
      
17,022,986
    
    
      
$47,323,901

  
    Registration 
      Fees
    
    
    
      
$5,064


 


INCORPORATION OF DOCUMENTS BY REFERENCE


The following documents filed by Chordiant Software, Inc., a Delaware 
corporation (the "Company" or the "Registrant") with the Securities and Exchange 
Commission (the "Commission") are incorporated by reference into this 
Registration Statement: 


    
  
  1. 
  
    The Company's Annual Report on Form 10-K for the year ended September 30, 
  2005, filed on December 9, 2005, with the Commission pursuant to Sections 
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the 
  "Exchange Act"), that contains audited financial statements for the Company's 
  latest fiscal year for which such statements have been filed;
    2. 
  
  2. 
  
    The description of the Company's common stock contained in our 
  Registration Statement on Form 8-A12G filed with the Commission on February 7, 
  2000;
    3. 
  
  3. 
  
    All reports and other documents subsequently filed by the Company pursuant 
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the 
  filing of a post effective amendment which indicates that all securities 
  offered have been sold or which deregisters all securities then remaining 
  unsold, shall be deemed to be incorporated by reference herein and to be a 
  part of this registration statement from the date of the filing of such 
  reports and documents.
    4. 




DESCRIPTION OF SECURITIES


Not applicable


INTERESTS OF NAMED EXPERTS AND COUNSEL


Not applicable


INDEMNIFICATION OF DIRECTORS AND OFFICERS


Under Section 145 of the Delaware General Corporation Law, the 
Company has broad powers to indemnify its directors and officers against 
liabilities they may incur in such capacities, including liabilities under the 
Securities Act of 1933. 

 


The Registrant's Amended and Restated Certificate of Incorporation 
and Amended and Restated Bylaws include provisions to (i) eliminate the personal 
liability of its Directors for monetary damages resulting from breaches of their 
fiduciary duty to the extent permitted by Section 102(b)(7) of the General 
Corporation Law of Delaware (the "Delaware Law") or any other applicable law; 
and (ii) require the Registrant to indemnify its Directors and officers to the 
fullest extent permitted by the Delaware Law or any other applicable law. 
Pursuant to Section 145 of the Delaware Law, a corporation generally has the 
power to indemnify its present and former directors, officers, employees and 
agents against expenses incurred by them in connection with any suit to which 
they are or are threatened to be made, a party by reason of their serving in 
such positions so long as they acted in good faith and in a manner they 
reasonably believed to be in or not opposed to, the best interests of the 
corporation and with respect to any criminal action, they had no reasonable 
cause to believe their conduct was unlawful. The Registrant believes that these 
provisions are necessary to attract and retain qualified persons as Directors 
and officers. These provisions do not eliminate the Directors' duty of care, 
and, in appropriate circumstances, equitable remedies such as injunctive or 
other forms of non-monetary relief will remain available under Delaware Law. In 
addition, each Director will continue to be subject to liability for breach of 
the Director's duty of loyalty to the Registrant, for acts or omissions not in 
good faith or involving intentional misconduct, for knowing violations of law, 
for acts or omissions that the Director believes to be contrary to the best 
interests of the Registrant or its stockholders, for any transaction from which 
the Director derived an improper personal benefit, for acts or omissions 
involving a reckless disregard for the Director's duty to the Registrant or its 
stockholders when the Director was aware or should have been aware of a risk of 
serious injury to the Registrant or its stockholders, for acts or omissions that 
constitute an unexcused pattern of inattention that amounts to an abdication of 
the Director's duty to the Registrant or its stockholders, for improper 
transactions between the Director and the Registrant and for improper 
distributions to stockholders and loans to officers. The provisions also do not 
affect a Director's responsibilities under any other law, such as the federal 
securities law or state or federal environmental laws.

 


The Registrant has entered into indemnity agreements with each of 
its Directors and executive officers that require the Registrant to indemnify 
such persons against expenses, judgments, fines, settlements and other amounts 
incurred (including expenses of a derivative action) in connection with any 
proceeding, whether actual or threatened, to which any such person may be made a 
party by reason of the fact that such person is or was a Director or an 
executive officer of the Registrant or any of its affiliated enterprises, 
provided that such person acted in good faith and in a manner such person 
reasonably believed to be in or not opposed to the best interests of the 
Registrant and, with respect to any criminal proceeding, had no reasonable cause 
to believe his conduct was unlawful. The indemnification agreements also set 
forth certain procedures that will apply in the event of a claim for 
indemnification thereunder. 

 


The Registrant has an insurance policy covering the officers and 
Directors of the Registrant with respect to certain liabilities, including 
liabilities arising under the Securities Act of 1933 or otherwise.



EXEMPTION FROM REGISTRATION CLAIMED


Not applicable


EXHIBITS


  
  
    
      
Exhibit

      
Number

    
    
 
  
    
      
5.1

    
    
Opinion of Cooley Godward LLP
  
    
      
23.1

    
      
Consent of PricewaterhouseCoopers LLP

  
    
      
23.2

    
      
Consent of BDO 
      Seidman, LLP 

  
    
      
23.3

    
      
Consent of Cooley Godward LLP (Reference is made to 
      Exhibit 5.1 )

  
    
      
24.1

    
      
Power of Attorney (Reference is made to Signature 
      Page)

  
  
    99.1(1)
    1999 Non-Employee Directors' Stock 
    Option Plan
  
    99.2(2)
    1999 Employee Stock Purchase Plan
  
    99.3(3)
    2005 Equity Incentive Plan

(1) Filed as Exhibit 10.3 to the Company's Quarterly Report on 
Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by 
reference.


(2) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-92187), 
as amended through the date hereof and incorporated herein by reference. 


(3) Filed as Appendix A to the Company's Definitive Proxy Statement filed with 
the Commission on August 24, 2005 and incorporated herein by reference.


UNDERTAKINGS


    
  
  1. 

    The undersigned registrant 
hereby undertakes:
    
  
    2. 





(a) To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement:

  


(i) To include any prospectus required by section 10(a)(3) of the Securities Act 
of 1933;




(ii) To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the registration statement. 
Notwithstanding the foregoing, any increase or decrease in volume of securities 
offered (if the total dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high end of the 
estimated maximum offering range may be reflected in the form of prospectus 
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) 
if, in the aggregate, the changes in volume and price represent no more than a 
20% change in the maximum aggregate offering price set forth in the "Calculation 
of Registration Fee" table in the effective registration statement.




(iii) To include any material information with respect to the plan of 
distribution not previously disclosed in the registration statement or any 
material change to such information in the registration statement;

  





Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in reports filed with or furnished to the Commission by 
the registrant pursuant to section 13 or section 15(d) of the Exchange Act that 
are incorporated by reference herein.




(b) That, for the purpose of determining any liability under the Securities Act 
of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered herein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.




(c) To remove from registration by means of a post-effective amendment any of 
the securities being registered which remain unsold at the termination of the 
offering.




(d) That, for the purpose of determining liability of the registrant under the 
Securities Act of 1933 to any purchaser in the initial distribution of the 
securities, the undersigned registrant undertakes that in a primary offering of 
securities of the undersigned registrant pursuant to this registration 
statement, regardless of the underwriting method used to sell the securities to 
the purchaser, if the securities are offered or sold to such purchaser by means 
of any of the following communications, the undersigned registrant will be a 
seller to the purchaser and will be considered to offer or sell such securities 
to such purchaser:

  


(i) Any preliminary prospectus or prospectus of the undersigned registrant 
relating to the offering required to be filed pursuant to Rule 424 (Section230.424 of 
this chapter);




(ii) Any free writing prospectus relating to the offering prepared by or on 
behalf of the undersigned registrant or used or referred to by the undersigned 
registrant;




(iii) The portion of any other free writing prospectus relating to the offering 
containing material information about the undersigned registrant or its 
securities provided by or on behalf of the undersigned registrant; and


 





































(iv) Any other communication that is 
an offer in the offering made by the undersigned registrant to the purchaser.

  




    
  
  1. 

    The undersigned registrant 
hereby undertakes that, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the registrant's annual report pursuant 
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, 
each filing of an employee benefit plan's annual report pursuant to section 
15(d) of the Exchange Act) that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to the 
securities offered herein, and the offering of such securities at that time 
shall be deemed to be the initial bona fide offering thereof.
    
  
    2. 
  
  2. 

    Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 may be permitted to directors, officers and controlling persons of the 
registrant pursuant to the foregoing provisions, or otherwise, the registrant 
has been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Securities Act 
of 1933 and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Securities 
Act of 1933 and will be governed by the final adjudication of such issue.
    
  
    3. 




SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, the 
Registrant certifies that it has reasonable grounds to believe that it meets all 
of the requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Cupertino, State of California, on January 17, 2006.
















Chordiant Software, Inc.



By:     /s/ Stephen Kelly      



Stephen Kelly


Chief Executive Officer




POWER OF ATTORNEY


Know All Persons By These Presents, that each person whose signature 
appears below constitutes and appoints Stephen Kelly and George de Urioste, and 
each or any one of them, his true and lawful attorney-in-fact and agent, with 
full power of substitution and resubstitution, for him and in his name, place 
and stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, and to file the same, 
with all exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in connection therewith, 
as fully to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or any of 
them, or their or his substitutes or substitute, may lawfully do or cause to be 
done by virtue hereof.


Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on the 
dates indicated. 


  
  
    
      
Signature

    
      
      
Title

    
      
Date

  
    
      
/s/ Stephen Kelly 

      
Stephen Kelly

    
      
      
Chief Executive Officer and Director (Principal Executive 
      Officer)

    
      
January 17, 2006

  
    
      
/s/ Samuel T. Spadafora 

      
Samuel T. Spadafora

    
      
      
Chairman of the Board, Director

    
      
January 17, 2006

  
    
      
/s/ George de 
      Urioste

      
George de 
      Urioste
    
      

      
Chief Operating Office and 
      Chief Financial Officer 

      
(Principal Financial and 
      Accounting Officer)

    
      
January 17, 2006

  
    
      
/s/ Charles 
      Hoffman  

      
Charles 
      Hoffman
    
      

      
Director

    
      
January 17, 2006

  
  
    
      
/s/ William 
      Raduchel  

      
William Raduchel

    
      
      
Director

    
      
January 17, 2006

  
  
    
      
/s/ David R. 
      Springett  

      
David R. Springett

    
      
      
Director

    
      
January 17, 2006

  
    
      

      
/s/ Steven R. 
      Springsteel

      
Steven R. 
      Springsteel

    
      
      
Director

    
      
January 17, 2006

  
    
      
/s/ David Weymouth

      
David Weymouth

    
      
      
Director

    
      
January 17, 2006




EXHIBIT INDEX


  
  
    
      
Exhibit

      
Number

    
    
 
  
  
    
      
5.1

    
    
Opinion of Cooley Godward LLP
  
  
    
      
23.1

    
      
Consent of PricewaterhouseCoopers LLP

  
  
    
      
23.2

    
      
Consent of BDO 
      Seidman, LLP 

  
  
    
      
23.3

    
      
Consent of Cooley Godward LLP (Reference is made to 
      Exhibit 5.1 )

  
  
    
      
24.1

    
      
Power of Attorney (Reference is made to Signature 
      Page)

  
  
    99.1(1)
    1999 Non-Employee Directors' Stock 
    Option Plan
  
  
    99.2(2)
    1999 Employee Stock Purchase Plan
  
  
    99.3(3)
    2005 Equity Incentive Plan
  
  

(1) Filed as Exhibit 10.3 to the Company's Quarterly Report on 
Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by 
reference.


(2) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-92187), 
as amended through the date hereof and incorporated herein by reference. 


(3) Filed as Appendix A to the Company's Definitive Proxy Statement filed with 
the Commission on August 24, 2005 and incorporated herein by reference.