-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FuKmSPQpCY39mOmXcgyGDn+pu/JF0G+EH1tPijbzXK7znn8YSu7fHR/VoYh5+U6C GCrXKzKXb6H0FzsBuvCSqA== 0001181431-10-022552.txt : 20100422 0001181431-10-022552.hdr.sgml : 20100422 20100422172137 ACCESSION NUMBER: 0001181431-10-022552 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100421 FILED AS OF DATE: 20100422 DATE AS OF CHANGE: 20100422 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHORDIANT SOFTWARE INC CENTRAL INDEX KEY: 0001042134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931051328 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 408-517-6100 MAIL ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 95014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEGASYSTEMS INC CENTRAL INDEX KEY: 0001013857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34179 FILM NUMBER: 10765231 BUSINESS ADDRESS: STREET 1: 101 MAIN ST CITY: CAMBRIDGE STATE: MA ZIP: 02142-1590 BUSINESS PHONE: 6173749600 MAIL ADDRESS: STREET 1: 101 MAIN ST CITY: CAMBRIDGE STATE: MA ZIP: 02142-1590 3 1 rrd273271.xml FORM 3 X0203 3 2010-04-21 0 0001042134 CHORDIANT SOFTWARE INC CHRD 0001013857 PEGASYSTEMS INC 101 MAIN STREET CAMBRIDGE MA 02142 0 0 1 0 COMMON STOCK, PAR VALUE $0.001 PER SHARE 1000 I Beneficially owned through its wholly-owned subsidiary. On March 14, 2010, Pegasystems Inc., a Massachusetts corporation ("Pegasystems"), Maple Leaf Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Pegasystems ("Purchaser") and Chordiant Software, Inc., a Delaware corporation ("Chordiant"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, Purchaser offered to purchase all outstanding shares of common stock, par value $0.001 per share, of Chordiant (the "Shares"), at a price of $5.00 per Share, net to the holder in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 24, 2010 and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constituted the "Offer") Upon the expiration of the Offer at 12:00 Midnight (one minute after 11:59 p.m.), New York City time, on April 20, 2010, Purchaser accepted for payment approximately 24,998,423 Shares pursuant to the Offer (including 1,110,825 Shares that were tendered pursuant to guaranteed delivery procedures), representing approximately 81.8% of the Shares issued and outstanding as of April 20, 2010. In order to accomplish the merger of Purchaser with and into the Company as a "short form" merger under Delaware law, on April 21, 2010, Purchaser exercised its "top-up" option pursuant to the Merger Agreement, which permitted Purchaser to purchase additional Shares directly from the Company for $5.00 per share, the same dollar amount per Share paid in the Offer, in order to acquire total ownership of at least 90% of the outstanding Shares. Pursuant to the terms of the Merger Agreement, on April 21, 2009 Purchaser merged with and into the Company and each share of common stock, par value $0.01 per share, of Purchaser that was issued and outstanding immediately prior to the Merger was converted into one Share of the Company, as the surviving corporation. As a result of the Merger, Pegasystems beneficially owned 1,000 Shares, representing 100% of the Shares, which was the number of shares of common stock of Purchaser issued and outstanding immediately prior to the Merger. /s/ Shawn Hoyt 2010-04-21 -----END PRIVACY-ENHANCED MESSAGE-----