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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Chordiant Software, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 93-1051328
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
20400 Stevens Creek Blvd., Suite 400, Cupertino, CA 95014
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(Address of principal executive office) (Zip code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box: / /
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box: /X/
Securities Act registration statement number to which this form
relates: 333-92187
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the common stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 67 of the prospectus included in the Registrant's Form S-1 Registration
Statement, as amended (No. 333-92187), initially filed with the Securities and
Exchange Commission on December 6, 1999 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description of Document
3.1 Amended and Restated Certificate of Incorporation of the
Registrant, to be effective following the closing of the
offering.(1)
3.2 Amended and Restated Bylaws of the Registrant.(1)
3.3 Amended and Restated Certificate of Incorporation of the
Registrant.(1)
3.4 Amendment to Certificate of Incorporation of the Registrant (1)
4.2 Specimen Stock Certificate.(2)
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(1) Incorporated by reference to the identically numbered exhibits to the
Registrant's Registration Statement (No. 333-92187).
(2) Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
CHORDIANT SOFTWARE, INC.
Date: February 7, 2000 By: /s/ Steven R. Springsteel
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Steven R. Springsteel
Executive Vice President and
Chief Financial Officer
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EXHIBIT 4.2
CSI
THIS CERTIFICATE IS TRANSFERABLE IN
BOSTON, MA OR NEW YORK, NY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 170404 10 7
SEE REVERSE FOR
CERTAIN ABBREVIATIONS
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER
SHARE, OF
CHORDIANT SOFTWARE, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney, upon surrender of this Certificate, properly
endorsed.
This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar. WITNESS the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers. Dated:
CORPORATE SECRETARY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM
TEN ENT
JT TEN
. as tenants in common
. as tenants by the entireties
. as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACTD Custodian
(Minor) (Cust)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,
hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises. Dated
NOTICE:
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THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.
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