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): August 8,
2006


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.)



Commission file number:


000-29357


20400 Stevens Creek Boulevard, Suite 400
Cupertino,
CA    95014
(Address of principal
executive offices and zip code)


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 2.02 Results of Operations and Financial Condition.
On August
8, 2006, the Company issued a press release announcing preliminary unaudited
financial results for the three-months and nine months ended June 30, 2006. A
copy of the press release is attached as Exhibit 99.1 to this current report on
Form 8-K and is incorporated by reference herein.


Item 5.02 Departure of Directors or Principal Officer; Election of
Directors; Appointment of Principal Officers.

(b) Effective August 8, 2006, Robert U. Mullen stepped down as the Company's
President of Worldwide Field Operations. Mr. Mullen will assist the Company
through the end of 2006 in transitioning his management responsibilities to a new sales
management team.  Mr. Mullen will continue to report to Mr. Springsteel.



Item 7.01 Regulation FD Disclosure

At a conference call on August 8, 2006, the Company described a set of
prospective financial targets. A description of these targets is attached as
Exhibit 99.2 to this current report on Form 8-K and is incorporated by reference
herein.



Item 8.01 Other Events

On August 1, 2006, a shareholder derivative complaint alleging breach of
fiduciary duty, unjust enrichment, statutory violations and other violations of
law related to the Company's option granting practices was filed in federal
district court for the Northern District of California against Chordiant and
certain of its current and former officers and directors. Chordiant has not been
served with process in this suit. The claims underlying this lawsuit go to
issues that are the subject of the ongoing investigation by the Chordiant's
Audit Committee described above.


Item 9.01 Financial Statements and Exhibits.

(c)
Exhibits

99.1 Press release issued by Chordiant Software, Inc. dated
August 8, 2006.


99.2 Description of Prospective Financial Targets
 


Safe Harbor Statement


This current report on Form 8-K includes "forward-looking
statements" that are subject to risks, uncertainties and other factors that
could cause actual results or outcomes to differ materially from those
contemplated by the forward-looking statements. Forward-looking statements in
this report are generally identified by words, such as "believes,"
"anticipates," "plans," "expects," "will," "would," "guidance," "projects" and
similar expressions which are intended to identify forward-looking statements.
There are a number of important factors that could cause the results or outcomes
discussed herein to differ materially from those indicated by these
forward-looking statements, including, among others, the result of potential
changes in accounting estimates associated with percentage of completion
projects, related changes in compensation and royalty expenses, the final
conclusions of the audit committee of the board of directors concerning matters
relating to the company's stock option grants including, but not limited to, the
accuracy of the stated dates of historical option grants and whether all proper
corporate procedures were followed; the impact of any restatement of financial
statements of Chordiant or other actions that may be taken or required as a
result of such reviews or the results of the inquiry being conducted by the
Securities and Exchange Commission ("SEC") in connection with Chordiant's
historical option grant practices. Further information on potential factors that
could affect Chordiant are included in risks detailed from time to time in
Chordiant's SEC filings, including, without limitation, Chordiant's Annual
Report on Form 10-K for the period of October 1, 2004 to September 30, 2005, and
Chordiant's most recent quarterly report on Form 10-Q. These filings are
available on a Web site maintained by the Securities and Exchange Commission at
http://www.sec.gov. Chordiant does not undertake an obligation to update
forward-looking or other statements in this report.

 



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:  August 8, 2006
     
    By: /s/ Derek Witte
      
Derek Witte
Vice President and
    General Counsel