As filed with the Securities and Exchange Commission on April 21, 2010
Registration Statement No. 333-60156
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Chordiant Software, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 93-1051328 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
Chordiant Software, Inc.
20400 Stevens Creek Blvd., Suite 400
Cupertino, CA 95014
(408) 517-6100
(Address of principal executive offices) (Zip Code)
1999 Equity Incentive Plan
Prime Response 1998 Stock Option/Stock Issuance Plan
(Full title of the plans)
Shawn Hoyt
Assistant Secretary
Chordiant Software, Inc.
101 Main Street
Cambridge, MA 02142
(617) 374-9600
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copy to:
Jeffrey D. Saper
Lawrence M. Chu
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨
(Do not check if a smaller reporting company)
Explanatory Statement
On May 3, 2001, Chordiant Software, Inc., a Delaware corporation (the “Registrant”), filed a Registration Statement on Form S-8 (File No. 333-60156) (the “Registration Statement), which registered 3,133,871 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) reserved for issuance under the 1999 Equity Incentive Plan and the Prime Response 1998 Stock Option/Stock Issuance Plan (collectively, the “Plans”). This Post-Effective Amendment No. 1 is being filed to remove from registration all remaining authorized shares of Common Stock reserved for issuance under the Plans that have not yet been issued under the Registration Statement.
Accordingly, the Registrant hereby removes from registration the remaining shares of Common Stock that have not been and will not be issued under the Plans. Upon effectiveness hereof, no shares of Common Stock remain registered under the Registration Statement for issuance under the Plans.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge in the State of Massachusetts on April 21, 2010.
CHORDIANT SOFTWARE, INC.
By: /s/ Shawn Hoyt
Shawn Hoyt
Assistant Secretary