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):
January
22, 2009 (January 16, 2009)
Chordiant
Software, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-29357
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93-1051328
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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20400
Stevens Creek Boulevard, Suite 400
Cupertino,
California 95014
(Address
of Principal Executive Offices, Including Zip Code)
(408)
517-6100
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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):
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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On
January 16, 2009, Chordiant Software, Inc., a Delaware corporation (the
“Company”) and Ness USA, Inc., formerly Ness Global Services, Inc. (“Ness”)
entered into Addendum “C” (the “Addendum”) to the Master Services Agreement
dated December 15, 2003 by and among Chordiant, Ness, Ness Technologies India
Ltd. and Ness Technologies, Inc. (collectively, the “Ness Entities”), as amended
(the “Master Services Agreement”).
Under
the terms of the Master Services Agreement, the Ness Entities provide the
Company’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 the Company’s internal engineering organization,
product testing services and product development services, as well as certain
additional technical and consulting services (collectively, the
“Services”). Under the terms of the Master Services Agreement, the
Company pays for services rendered on a monthly fee basis, including the
requirement to reimburse the Ness Entities for approved out-of-pocket expenses,
except for professional services which are paid on an hourly fee
basis. In addition, the Company has guaranteed certain lease
obligations of the Ness Entities for equipment used in performing the
Services.
Pursuant
to the terms of the Addendum, the parties extended the term of the Master
Services Agreement through December 31, 2011. The Addendum also
provides that in the fourth calendar quarter of 2008, the Company shall receive
a predetermined discount from Ness’ standard billable rate under the Master
Services Agreement. In addition, in calendar year 2009, the Company
shall receive a discount from Ness’ standard billable rate under the Master
Services Agreement according to a discount structure which is based upon the
number of billable resources per month utilized by the
Company. Further, in the event the Company terminates the Master
Services Agreement for convenience or executes its transfer option on or prior
to December 31, 2009, in addition to any other termination penalties or fees
that may be applicable under the Master Services Agreement, the Company shall
pay Ness a termination penalty (the “Termination Penalty”) equal to the
cumulative difference between the actual amount paid by the Company for the
billable resources it utilized during calendar year 2009 through the date of
termination and the amount the Company would have paid for such billable
resources at Ness’ standard billable rate under the Master Services Agreement,
up to a maximum of $450,000. The Termination Penalty shall not apply
to termination by the Company for any other reason. Pursuant to the
Master Services Agreement, the Company and Ness will agree on billable rates for
calendar years 2010 and 2011 in the future. The Addendum provides
that the then-current billable rates for the months of October 2009 and October
2010, respectively, shall be used as the basis for the billable rate
negotiations for calendar years 2010 and 2011, respectively, with any proposed
billable rate increase subject to
limitation if the parties agree market conditions so
require.
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: January
22, 2009
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CHORDIANT
SOFTWARE, INC.
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By:
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/s/ STEVEN
R. SPRINGSTEEL
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Steven
R. Springsteel
Chairman,
President and Chief Executive Officer
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