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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Prime Response, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
74158B100
(CUSIP Number)
Samuel T. Spadafora
Chordiant Software, Inc.
20400 Stevens Creek Boulevard, Suite 400
Cupertino, CA 95014
(408) 517-6100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 8, 2001
---------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d(f) or Rule 13d (g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
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------------------------------
CUSIP NO. 74158B100 13D
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------------------------------
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1 NAME OF REPORTING PERSON
Chordiant Software, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
93-1051328
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES ------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,192,828*
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
8,192,828*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,192,828* shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0%*
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Chordiant Software, Inc. that it
is the beneficial owner of any of the Common Stock referred to herein for
purposes of Rule 13(d)-4 of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly disclaimed.
* Does not include warrants to purchase an aggregate of 276,211 shares of Prime
Response Common Stock, which warrants are exercisable within 60 days of January
8, 2001, held by the persons listed on this Schedule II.
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par value per
share (the "Prime Response Common Stock"), of Prime Response, Inc., a Delaware
corporation ("Prime Response"). The principal executive offices of Prime
Response are located at 150 CambridgePark Drive, Cambridge, MA 02140.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Chordiant Software,
Inc., a Delaware corporation ("Chordiant Software"). Chordiant Software
provides e-business infrastructure software that it believes enables
companies to offer their customers personalized marketing, sales programs,
e-business services and customer support across multiple communication
channels.
(b) The address of the principal office and principal business of Chordiant
Software is 20400 Stevens Creek Boulevard, Suite 400, Cupertino, CA 95014.
(c) Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of Chordiant Software's
executive officers and directors and the name, principal business and
address of any corporation or other organization in which such employment
is conducted.
(d) During the past five years, neither Chordiant Software nor, to
Chordiant Software's knowledge, any person named in Schedule I to this
Schedule 13D, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither Chordiant Software nor, to
Chordiant Software's knowledge, any person named in Schedule I to this
Schedule 13D, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activity subject to
federal or state securities laws or finding any violation with respect to
such laws.
(f) All of the directors and executive officers of Chordiant Software named
in Schedule I to this Schedule 13D are citizens of the United States,
except for Stephen Kelly who is a citizen of the United Kingdom.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To facilitate the consummation of the Merger (as defined in Item 4 of this
Schedule 13D), certain stockholders of Prime Response have entered into Voting
Agreements with Chordiant Software and have entered into and delivered
Irrevocable Proxies in favor of Chordiant Software as described in Item 4 and
Item 5 of this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Merger and Reorganization,
dated as of January 8, 2001, (the "Merger Agreement"), among Chordiant
Software, Puccini Acquisition Corp., a Delaware corporation and wholly-
owned subsidiary of Chordiant Software ("Merger Sub"), and Prime Response,
and subject to the conditions set forth therein (including, but not limited
to, the adoption of the Merger Agreement by the stockholders of both
Chordiant Software and Prime Response), Merger Sub will be merged with and
into Prime Response (the "Merger"), Prime Response will become a wholly-
owned subsidiary of Chordiant Software and each outstanding share of Prime
Response Common Stock will be converted into a fraction of a share of
common stock of Chordiant Software in accordance with the Merger Agreement.
In addition, Chordiant Software will assume certain options and warrants to
purchase Prime Response Common Stock on the terms set forth in the Merger
Agreement. Concurrently with and as a condition to the execution and
delivery of the Merger Agreement, Chordiant Software and the persons named
on Schedule II to this Schedule 13D entered into Voting Agreements and the
persons named on Schedule II to this Section 13D executed and delivered
Irrevocable Proxies in favor of Chordiant Software.
The description contained in this Item 4 of the transactions contemplated
by the Merger Agreement is qualified in its entirety by reference to the
full text of the Merger Agreement, a copy of which has been previously
filed with the Securities and Exchange Commission as part of Chordiant's
Form 8-K, dated January 17, 2001 (No. 000-29357), and is incorporated by
reference herein.
(c) Not applicable.
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(d) If the Merger is consummated, Prime Response will become a wholly-owned
subsidiary of Chordiant Software, and Choridant Software will subsequently
determine the size and membership of the board of directors of Prime
Response and the officers of Prime Response.
(e) The Merger Agreement prohibits Prime Response from declaring, accruing,
setting aside or paying any dividend or making any other distribution in
respect of any shares of capital stock, or repurchasing, redeeming or
otherwise reacquiring any shares of capital stock or other securities.
Upon consummation of the Merger, Prime Response will become a wholly-owned
subsidiary of Chordiant Software, and will cease to be a reporting company
under the Exchange Act.
(f) Upon consummation of the Merger, Prime Response will become a wholly-
owned subsidiary of Chordiant Software.
(g) The Merger Agreement contains a number of provisions limiting the
ability of Prime Response to become acquired by, or to pursue the
acquisition of Prime Response by, any persons other than Chordiant Software
during the pendency of the Merger Agreement. Upon consummation of the
Merger, the certificate of incorporation of Prime Response will be amended
and restated to conform to Exhibit B of the Merger Agreement.
(h) Upon consummation of the Merger, the Prime Response Common Stock will
cease to be quoted on any quotation system or exchange.
(i) Upon consummation of the Merger, the Prime Response Common Stock will
become eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act.
(j) Other than as described above, Chordiant Software currently has no plan
or proposal which relates to, or may result in, any of the matters listed
in Items 4(a) - (i) of this Schedule 13D (although Chordiant Software
reserves the right to develop such plans or proposals).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)- (b) As a result of the Voting Agreements and the Irrevocable Proxies,
at any time before the earlier of the date upon which the Merger Agreement
is validly terminated or the date upon which the Merger is consummated,
Chordiant Software has the shared power to vote an aggregate of 8,192,828
shares of Prime Response Common Stock for the limited purpose of voting (i)
in favor of the Merger and the adoption of the Merger Agreement and in
favor of each of the other actions contemplated by the Merger Agreement and
any action that could reasonably be expected to facilitate the consummation
of the Merger; (ii) against any action or agreement that could result in a
breach of any representation, warranty, covenant or obligation of Prime
Response in the Merger Agreement or in this Voting Agreement; and (iii)
against the following actions (other than the Merger and the other
transactions contemplated by the Merger Agreement) (collectively,
hereinafter referred to as the "Other Actions"): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving Prime Response or any of its subsidiaries; (B) any
sale, lease or transfer of a material amount of assets of any of Prime
Response or any of its subsidiaries (other than in the ordinary course of
business); (C) any reorganization, recapitalization, dissolution or
liquidation of any of Prime Response or any of its subsidiaries; (D) any
removal of or change in a majority of the board of directors of Prime
Response; (E) any amendment to the Prime Response's certificate of
incorporation; (F) any material change in the capitalization of Prime
Response or Prime Response's corporate structure; and (G) any other action
that is inconsistent with the Merger or that is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone,
discourage or adversely affect the Merger or any of the other transactions
contemplated by the Merger Agreement or this Voting Agreement.
In addition, as a result of the Voting Agreements and the Irrevocable
Proxies, for a period of 180 days after termination of the Merger Agreement
under certain circumstances, Chordiant Software will have the power to vote
an aggregate of 8,192,828 shares of Prime Response Common Stock for the
limited purpose of voting (i) against any offer, proposal, inquiry or
indication of interest (other than an offer, proposal, inquiry or
indication of interest made or submitted by Chordiant Software)
contemplating or otherwise relating to any transaction or series of
transactions involving: (A) any merger, consolidation, amalgamation, share
exchange, business combination, issuance of securities, acquisition of
securities, tender offer, exchange offer or other similar transaction (1)
in which Prime Response or any of its subsidiaries is a constituent
corporation, (2) in which a person or group of persons directly or
indirectly acquires beneficial or record ownership of securities
representing more than 20% of the outstanding securities of any class of
voting securities of Prime Response or any of its subsidiaries, or (3) in
which Prime Response or any of its subsidiaries issues securities
representing more than 20% of the outstanding securities of any class of
voting securities of Prime Response or any of its subsidiaries; (B) any
sale, lease, exchange, transfer, license, acquisition or disposition of any
business or businesses or assets that constitute or account for 20% or more
of the consolidated net revenues, net income or assets of Prime Response or
any of its subsidiaries; or (C) any liquidation or dissolution of Prime
Response or any of
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its subsidiaries, and against the approval or adoption of any related
transaction or agreement; (ii) against any action that is intended, or
could reasonably be expected, to facilitate the consummation of any of the
foregoing transactions; and (iii) against any Other Action. The
stockholders of Prime Response who are parties to the Voting Agreements and
who have executed and delivered Irrevocable Proxies to Chordiant Software
agreed not to enter into any agreement or understanding with any person or
group of persons to vote or give instructions inconsistent with clause
"(i)," "(ii)" or "(iii)" of the preceding sentence, and retained the right
to vote their shares of Prime Response Common Stock on all matters other
than those identifies in the Voting Agreements.
The shares covered by the Voting Agreements constitute 40% of the issued
and outstanding shares of Prime Response Common Stock as of January 8,
2001. The description contained in Item 4 and this Item 5 of the
transactions contemplated by the Voting Agreements is qualified in its
entirety by reference to the full text of the Form of Voting Agreement and
Irrevocable Proxy, a copy of which is attached to this Schedule 13D as
Exhibit 2.2.
Also in connection with the Merger Agreement, each person that may be
deemed to be an affiliate (as such term is defined in Rule 405 under the
Securities Act of 1933, as amended) of Prime Response (individually an
"Affiliate" and collectively, the "Affiliates") has executed and delivered,
or will execute and deliver, an Affiliate Agreement, dated as of January 8,
2001, (individually, an "Affiliate Agreement" and collectively, the
"Affiliate Agreements") to Chordiant Software. Pursuant to Section 2(a)
thereof, each Affiliate has agreed that, from the date of the Affiliate
Agreement through the date on which financial results covering at least 30
days of post-Merger combined operations of Chordiant Software and Prime
Response have been published: (i) such Affiliate shall not sell, transfer
or otherwise dispose of, or reduce such Affiliate's interest in or risk
relating to, (A) any capital stock of Prime Response (including, without
limitation, all capital stock owned by the Affiliate and any additional
shares of capital stock acquired by the Affiliate, whether upon exercise of
a stock option, warrant or conversion of securities or otherwise), except
pursuant to and upon consummation of the Merger, or (B) any option,
warrant, convertible securities or other right to purchase any shares of
capital stock of Prime Response, except pursuant to and upon consummation
of the Merger; and (ii) such Affiliate shall not sell, transfer or
otherwise dispose of, or reduce such Affiliate's interest in or risk
relating to, (A) any shares of capital stock of Chordiant (including,
without limitation, the shares of Chordiant common stock and any additional
shares of capital stock of Chordiant acquired by the Affiliate, whether
upon exercise of a stock option, warrant or conversion of securities or
otherwise) or (B) any option, warrant, convertible securities or other
right to purchase any shares of capital stock of Chordiant Software. The
Affiliates have also agreed, pursuant to Section 2(b) of the Affiliate
Agreements, not to transfer any shares of Chordiant common stock received
in the Merger, except in accordance with applicable securities laws. The
description contained in this Item 5 of the transactions contemplated by
the Affiliate Agreements is qualified in its entirety by reference to the
full text of the form of Affiliate Agreement, a copy of which is attached
to this Schedule 13D as Exhibit 99.1.
To Chordiant Software's knowledge, no shares of Prime Response Common Stock are
beneficially owned by any of the persons named in Schedule I to this Schedule
13D, except for such beneficial ownership, if any, arising solely from the
Voting Agreements and Irrevocable Proxies.
Set forth in Schedule II to this Schedule 13D is the name of each person with
whom Chordiant Software shares the power to vote or to direct the vote or to
dispose or direct the disposition of Prime Response Common Stock in the manner
described above.
During the past five years, to Chordiant Software's knowledge, neither the
entities named in Schedule II nor the persons named in Schedule III to this
Schedule 13D has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the past five years, to Chordiant Software's knowledge, neither the
entities named in Schedule II nor the persons named in Schedule III to this
Schedule 13D was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to federal or state securities laws or
finding any violation with respect to such laws.
To Chordiant Software's knowledge, the person named in Schedule III to this
Schedule 13D is a citizens of the United States.
(c) Neither Chordiant Software, nor to Chordiant Software's knowledge, any
person named in Schedule I to this Schedule 13D, has effected any
transaction in Prime Response Common Stock during the past 60 days, except
as disclosed herein.
(d) Not applicable.
(e) Not applicable.
5
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described in Item 4 above, to Chordiant Software's knowledge,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of Prime Response, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 8, 2001, by and among Chordiant Software, Inc., a
Delaware corporation, Puccini Acquisition Corp., a Delaware
corporation, and Prime Response, Inc., a Delaware corporation,
previously filed as Exhibit 2.1 to Chordiant's Form 8-K, dated
January 17, 2001 (No. 000-29357), and incorporated by reference
herein.
99.1 Form of Voting Agreement in substantially the form entered into
between Chordiant Software, Inc., a Delaware corporation and
the persons listed on Schedule II to this Schedule 13D, and
Form of Irrevocable Proxy in substantially the form executed by
the persons listed on Schedule II to this Schedule 13D in favor
of Chordiant Software.
99.2 Form of Affiliate Agreement, in substantially the form executed
by each of the persons listed on Schedule II to this Schedule
13D, Peter J. Boni, James Carling, Gary Daniels, William E.
Ford, Steven Gal, Paul B. Lavellee, Marc McMorris, Terence H.
Osborne, Frederick Phillips, James P. Plantan, Allen A. A.
Swann, William Wyman, The Peter J. Boni February 2000 Retained
Annuity Trust U/D/T and The Paul B. Lavellee Irrevocable Trust.
6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: January 18, 2001 CHORDIANT SOFTWARE, INC.
By: /s/ Samuel T. Spadafora
---------------------------
Samuel T. Spadafora
Chairman of the Board of Directors and
Chief Executive Officer
7
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SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF CHORDIANT SOFTWARE
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
Samuel T. Spadafora Chairman of the Board of Directors and Chief Executive
Officer
Stephen Kelly President and Chief Operating Officer
Joseph F. Tumminaro Chief Technology Officer and Director
Donald J. Morrison Executive Vice President, Worldwide Field Operations
Cary G. Morgan Corporate Controller, Acting Chief Accounting Officer,
Acting Chief Financial Officer and Acting Secretary
All individuals named in the above table are employed by Chordiant Software,
Inc. The address of Chordiant Software's principal executive office is 20400
Stevens Creek Boulevard, Suite 400, Cupertino, CA 95014.
NON-EMPLOYEE DIRECTORS OF CHORDIANT SOFTWARE
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL OCCUPATION ADDRESS OF ORGANIZATION
NAME OR EMPLOYMENT IN WHICH EMPLOYED
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Oliver D. Curme General Partner Battery Ventures, LP
20 Williams Street, Suite 200
Wellesley, MA 02181
Kathryn C. Gould General Partner Foundation Capital
70 Willow Road, Suite 200
Menlo Park, CA 94025
Mitchell E. Kurtzman President, Chief Executive Officer and Liberate Technologies
Director 2 Circle Star Way
San Carlos, CA 94070
Robert S. McKinney Acting Chief Information Officer Metropolitan Life Insurance Company
One Madison Avenue, Area 5H
New York, NY 10010
and Independent Consultant Information Management Consulting
c/o Chordiant Software, Inc.
20400 Stevens Creek Boulevard, Suite 400
Cupertino, CA 95014
William Raduchel Chief Technology Officer America Online Incorporated
20000 AOL Way, #505
Dulles, VA 20166
Carol L. Realini Independent Consultant c/o Chordiant Software, Inc.
20400 Stevens Creek Boulevard, Suite 400
Cupertino, CA 95014
David R. Springett, Ph.D. President Community College Foundation
1901 Royal Oaks Drive
Sacramento, CA 95815
</TABLE>
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SCHEDULE II
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES* OF PRIME OUTSTANDING SHARES OF
RESPONSE COMMON STOCK PRIME RESPONSE COMMON
PRIME RESPONSE STOCKHOLDER BENEFICIALLY OWNED STOCK AS OF JANUARY 8, 2001
------------------------------------------------------------------------------------------------------
<S> <C> <C>
GAP Coninvestment Partners, L.P. 1,219,774 6.0
GAP Coninvestment Partners II, L.P. 427,474 2.1
General Atlantic Partners 42, L.P. 4,151,856 20.3
General Atlantic Partners 48, L.P. 421,708 2.1
General Atlantic Partners 52, L.P. 1,373,225 6.8
General Atlantic Partners 57, L.P. 598,791 3.0
</TABLE>
_______________
* Does not include a warrant to purchase 50,757 shares of Prime Response Common
Stock exercisable by GAP Coinvestment Partners II, L.P. and does not include a
warrant to purchase 225,454 shares of Prime Response Common Stock excercisable
by General Atlantic Partners 52, L.P., which warrants are exercisable within 60
days of January 8, 2001.
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SCHEDULE III
NAME POSITION
---- --------
Matthew Nimitz General Partner, GAP Coninvestment Partners, L.P.
General Partner, GAP Coninvestment Partners II, L.P.
General Partner, General Atlantic Partners 42, L.P.
General Partner, General Atlantic Partners 48, L.P.
General Partner, General Atlantic Partners 52, L.P.
General Partner, General Atlantic Partners 57, L.P.
10
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 8, 2001, by and among Chordiant Software, Inc., a
Delaware corporation, Puccini Acquisition Corp., a Delaware
corporation, and Prime Response, Inc., a Delaware
corporation, previously filed as Exhibit 2.1 to Chordiant's
Form 8-K, dated January 17, 2001 (No.000-29357), and
incorporated by reference herein.
99.1 Form of Voting Agreement, in substantially the form entered
into between Chordiant Software, Inc., a Delaware
corporation and the persons listed on Schedule II to this
Schedule 13D, and Form of Irrevocable Proxy in substantially
the form executed by the persons listed on Schedule II to
this Schedule 13D in favor of Chordiant Software.
99.2 Form of Affiliate Agreement, in substantially the form
executed by each of the persons listed on Schedule II to
this Schedule 13D, Peter J. Boni, James Carling, Gary
Daniels, William E. Ford, Steven Gal, Paul B. Lavellee, Marc
McMorris, Terence H. Osborne, Frederick Phillips, James P.
Plantan, Allen A. A. Swann, William Wyman, The Peter J. Boni
February 2000 Retained Annuity Trust U/D/T and The Paul B.
Lavellee Irrevocable Trust.
11
