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): October 24,
2006
CHORDIANT
SOFTWARE, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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93-1051328
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification
No.)
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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
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))
On
October 25, 2006, Chordiant Software, Inc. (the “Company”) initiated a
restructuring plan intended to align its resources and cost structure with
expected future revenues. The restructuring plan included a balancing of
services resources worldwide, an elimination of duplicative functions
internationally, and a shift in the U.S. field organization toward a focus
on
domain-based sales and pre-sales teams.
The
restructuring plan includes an immediate reduction in positions of slightly
more
than ten percent of the Company’s workforce and consolidation of European
facilities. A majority of the positions eliminated were in Europe. The plan
was
committed to on October 24, 2006, and employees began to be notified October
25,
2006.
As
a result of the cost-cutting measures, the Company estimates that it will
record
pre-tax cash restructuring charges, in the first quarter of fiscal year
2007 of
approximately $1.9 to $2.1 million for severance costs, between $4.0 million
to
$4.8 million for exiting excess facilities, and $0.1 million for other
charges.
The facilities are subject to operating leases expiring thru 2010. The
Company
anticipates that between $5.2 million to $6.2 million of the charge will
result
in cash expenditures of which the majority of the severance will be paid
in cash
during the first quarter of fiscal year 2007.
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 success of Chordiant’s efforts to negotiate
severance arrangements and lease terminations within established parameters
and
the Company’s ability to minimize the costs to relocate equipment in its
European facilities. 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.
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Dated
October 25, 2006
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CHORDIANT
SOFTWARE, INC
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By
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/s/ PETER
S. NORMAN
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Peter
S. Norman
Chief
Financial Officer and
Principle
Accounting Officer
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