As filed with the Securities and Exchange Commission on April 21, 2010
Registration Statement No. 333-112698
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1 to
FORM S-3
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 incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chordiant Software, Inc.
20400 Stevens Creek Blvd., Suite 400
Cupertino, CA 95014
(408) 517-6100
(Address of principal executive offices) (Zip Code)
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
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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.
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨
(Do not check if a smaller reporting company)
Explanatory Statement
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-112698) previously filed by Chordiant Software, Inc., a Delaware corporation (the “Registrant”), on May 10, 2004, and as subsequently amended, pertaining to the registration of shares (the “Shares”) of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), in connection with the resale of the Shares by Acqua Wellington Opportunity I Limited (“Acqua Wellington”), which acquired the Shares pursuant to a purchase agreement providing for the Registrant’s private sale of the Shares to Acqua Wellington (the “Registration Statement”). This Post-Effective Amendment No. 1 is being filed to remove from registration all Shares registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.
Accordingly, the Registrant hereby removes from registration the remaining Shares registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1. Upon effectiveness hereof, no Shares remain registered under the Registration Statement.
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-3 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