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):
October
8, 2008 (October 7, 2008)
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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Item
2.02. Results of Operations and Financial Condition.
On
October 8, 2008, Chordiant Software, Inc., a Delaware corporation (the
"Company") issued a press release announcing selected preliminary financial
results for the fourth quarter and fiscal year ended September 30, 2008 (the
"Press Release"). A copy of the Press Release is furnished as
Exhibit 99.1 to this Current Report and is incorporated in this
Item 2.02 by reference.
The
Press Release is furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or subject
to the liabilities of that Section or Sections 11 or 12(a)(2) of the
Securities Act of 1933, as amended.
Item
2.05. Costs Associated with Exit or Disposal Activities.
The
Company markets and sells its products to companies in several vertical markets,
including the financial services and insurance markets. Due to the
financial difficulties being encountered by many large banks, financial
institutions and insurance companies, and the recent deterioration of economic
conditions in the geographic regions that the Company operates, near term future
revenues are now expected to be lower than previously anticipated. Accordingly,
on October 8, 2008, the Company initiated a restructuring plan intended to align
its resources and cost structure with expected near term future
revenues.
The
restructuring plan includes reductions in headcount and third party consultants
across all functional areas in both North America and Europe. The restructuring
plan includes a net reduction of approximately thirteen percent of the Company’s
permanent workforce. A significant portion of the positions eliminated were in
North America. The plan was committed to on October 7, 2008, and employees were
notified on October 8, 2008.
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 2009, of
approximately $0.8 to $0.9 million, including $0.7 to $ 0.8 million for
severance costs and approximately $0.1 million for other contract termination
costs. The Company anticipates that all of the aggregate charges will result in
cash expenditures, the majority of which are to be paid in the first quarter of
fiscal year 2009.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
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Number
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Description
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99.1
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Press
Release dated October 8, 2008.
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Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the Company’s expectation that near term future revenues
will be lower than previously anticipated; and the amount, form and timing of
pre-tax cash restructuring charges and cash expenditures that the Company
anticipates it will record or pay. Forward-looking statements are generally
identified by words such as "anticipates," “estimates,” "plans,"
"expects," "guidance," and similar expressions. 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. Such
risks and uncertainties include, but are not limited to, fluctuations in
customer spending, particularly in the banking and insurance/healthcare
industries, due to consolidation, economic, geopolitical and other
factors; our dependence on a small number of customers for a substantial
portion of our revenue; and the success of the Company’s efforts to negotiate
severance arrangements and contract terminations within established
parameters. These
and other risks are set forth in the Company’s Annual Report on Form 10-K for
the fiscal year ended September 30, 2007, Quarterly Report on Form 10-Q for the
quarter ended June 30, 2008, and subsequent SEC filings. These filings are
available on a website maintained by the Securities and Exchange Commission
at http://www.sec.gov. The forward-looking
statements and risks stated in this report are based on information available to
the Company today. The Company assumes no obligation to update
them.
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
8, 2008
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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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Exhibit
Index
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Exhibit
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Number
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Description
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99.1
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Press
Release dated October 8, 2008.
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