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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2001
CHORDIANT SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-29357 93-1051328
(Commission File No.) (IRS Employer Identification No.)
20400 Stevens Creek Boulevard, Suite 400
Cupertino, CA 95014
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 517-6100
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Item 5. Other Events
This Current Report on Form 8-K contains 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. The forward-
looking statements contained herein involve risks and uncertainties, including
those relating to the possible inability to complete the merger transaction
involving Chordiant Software, Inc., a Delaware corporation ("Chordiant") and
Prime Response, Inc., a Delaware corporation ("Prime Response"), as scheduled,
or at all, and those associated with the ability of the combined company to
achieve the anticipated benefits of the proposed merger. Actual results and
developments may differ materially from those described or incorporated by
reference in this Report. For more information about Chordiant and risks arising
when investing in Chordiant, investors are directed to Chordiant's February 15,
2000 prospectus relating to its initial public offering of common stock as filed
pursuant to Rule 424 of the Securities Act of 1933, as amended with the
Securities and Exchange Commission.
On January 8, 2001, Chordiant and Prime Response entered into an
Agreement and Plan of Merger and Reorganization (the "Merger Agreement")
pursuant to which Chordiant has agreed to acquire Prime Response in a stock-for-
stock merger. Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein, Merger Sub will merge with and into Prime Response
(the "Merger") and Prime Response will become a wholly owned subsidiary of
Chordiant. Pursuant to the Merger Agreement, each outstanding share of Prime
Response common stock will be exchanged for 0.60 of a share of Chordiant common
stock (the "Exchange Ratio"), and all outstanding options and warrants to
purchase Prime Response common stock will be assumed by Chordiant and exchanged
for options and warrants to purchase shares of Chordiant's common stock, with
the exercise price and number of shares of Chordiant's common stock subject to
each such assumed option or warrant appropriately adjusted to reflect the
Exchange Ratio set forth above. The Merger is subject to customary closing
conditions including the approval of both Chordiant and Prime Response
stockholders. The Merger is intended to qualify as a tax-free reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended, and will be accounted for as a purchase. The description contained in
this Item 5 of the transactions to be consummated pursuant to the terms and
conditions of the Merger Agreement is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which is attached to this
Report as Exhibit 2.1 and incorporated herein by reference.
On January 8, 2001, Chordiant and Prime Response issued a joint press
release relating to their intention to undertake the Merger. A copy of the press
release is attached to this Report as Exhibit 99.1 and is incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits
Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 8, 2001, by and
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among Chordiant Software, Inc., Puccini Acquisition Corp. and
Prime Response, Inc. (the "Merger Agreement"). Certain exhibits to
the Merger Agreement have been omitted from this filing.
99.1 Joint Press Release of Chordiant and Prime Response dated January
8, 2001.
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SIGNATURES
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.
CHORDIANT SOFTWARE, INC.
Dated: January 17, 2001 By: /s/ Samuel T. Spadafora
________________________
Name: Samuel T. Spadafora
Its: Chairman of the Board and
Chief Executive Officer
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INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 8, 2001, by and among Chordiant Software, Inc., Puccini
Acquisition Corp. and Prime Response, Inc.
99.1 Joint Press Release of Chordiant and Prime Response dated January
8, 2001.
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