d8k.htm
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 15, 2008
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))
Item
1.01 Entry into a Material Definitive Agreement.
On
August 15, 2008, Chordiant Software, Inc., a Delaware corporation (“Chordiant”)
and Ness USA, Inc. (formerly Ness Global Services, Inc.) entered into an
addendum to extend the term of the Master Services Agreement (the “Master
Services Agreement”) by and among Chordiant, Ness, Ness Technologies India Ltd.
and Ness Technologies, Inc. (collectively, the “Ness Entities”)
As
previously reported in Chordiant’s quarterly report on Form 10-Q for the quarter
ended June 30, 2005, Chordiant entered into the Master Services Agreement
effective as of December 15, 2003. Under the terms of the Master Services
Agreement, the Ness Entities provide Chordiant’s customers with technical
product support through a worldwide help desk facility, a sustaining engineering
function that serves as the interface between technical product support and
Chordiant’s internal engineering organization, product testing services and
product development services, as well as certain additional technical and
consulting services (collectively, the “Services”). The Master
Services Agreement had an initial term of three years and Chordiant, in its sole
discretion, may elect to extend the term for additional one year periods on the
terms, conditions and pricing in effect as of the date of the notice of
extension, upon no less than ninety days advance notice prior to the end of the
initial term and each extension thereof. Under the terms of the
Master Services Agreement, Chordiant pays for services rendered on a monthly fee
basis, including the requirement to reimburse the Ness Entities for approved
out-of-pocket expenses. In addition, Chordiant guaranteed certain
lease obligations of the Ness Entities for equipment used in performing the
Services. The Master Services Agreement may be terminated for
convenience by Chordiant.
Addendums
to Master Services Agreement
As
previously reported in Chordiant’s annual report on Form 10-K for the fiscal
year ended September 30, 2006, Chordiant and Ness entered into Addendum A to the
Master Services Agreement extending the term through December 14,
2007.
On
October 25, 2007, Chordiant and Ness entered into Addendum A to the Master
Services Agreement extending the term of the agreement through December 14,
2008.
On
August 15, 2008, Chordiant and Ness entered into Addendum A to the Master
Services Agreement extending the term of the Agreement through December 14,
2009.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Addendum
A to Master Services Agreement of December 15, 2003, dated August 15,
2008, between Chordiant Software, Inc. and Ness USA, Inc.
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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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CHORDIANT
SOFTWARE, INC.
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Date:
August 29, 2008
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By:
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/s/ PETER
S. NORMAN
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Peter
S. Norman
Chief
Financial Officer and
Principal
Accounting Officer
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Addendum
A to Master Services Agreement of December 15, 2003, dated August 15,
2008, between Chordiant Software, Inc. and Ness USA, Inc.
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