SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

CHORDIANT SOFTWARE, INC.

(Name of subject company (Issuer))

MAPLE LEAF ACQUISITION CORP.

a wholly owned subsidiary of

PEGASYSTEMS INC.

(Name of Filing Persons (Offerors))

Common Stock, par value $0.001 per share	170404305
(Title of classes of securities)	(CUSIP number of common stock)

Shawn Hoyt

General Counsel and Secretary

Pegasystems, Inc.

101 Main Street

Cambridge, MA 02142

(617) 374-9600

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

Copies to:

Jeffrey D. Saper

Lawrence M. Chu

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

CALCULATION OF REGISTRATION FEE

Transaction Valuation	Amount of Filing Fee*
Not applicable.	Not Applicable.

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	None	Filing Party:	N/A
Form of Registration No.:	N/A	Date Filed:	N/A

x Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third party tender offer subject to Rule 14d-1

¨ issuer tender offer subject to Rule 13e-4

¨ going private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

Item 12. Exhibits.

Exhibit No.	Description
99.1	Presentation, dated March 15, 2010

EX-99.1

Pegasystems

and Chordiant

Delivering the Next Generation of

Customer Experience Transformation 

March  15

th

2010

Exhibit 99.1

2

Pegasystems

2010

Highlights

3

Pegasystems

2010

3

Support & Expand Customer Options

Pegasystems

-

Confidential

4

Pegasystems

2010

Growth Synergies

5

Pegasystems

2010

Early Commitment to Open Systems

Speeds Integration

6

?

Pegasystems

2010

BPM

Shared Vision

Customer Process

Management built on

BPM for multi-channel

customer service

desktops, call centers

and Cloud-based

platform as a service

operations

Customer Experience

Management with

predictive and adaptive

analytics to optimize

customer experience

CEM

Next

generation

CXT

7

Pegasystems

2010

What do Customers Get?

8

Pegasystems

2010

Combination to Bolster Partner Success

•

Complementary partner

ecosystems

•

Combined set of partners enables

further industry specific specialization

and penetration

•

Expanded product portfolio to help

partners realize incremental growth 

•

Deliver higher value business solutions

that take advantage of broader product

portfolio

9

Pegasystems

2010

Combined Global Strategic Alliances

10

Pegasystems

2010

The Next Generation of Customer

Experience Transformation

11

©

Pegasystems

2010

Additional Information About the Proposed Transaction and Where To Find It

This document is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company.

Stockholders of the Company are urged to read the relevant tender offer documents when they become available

because they will contain important information that stockholders should consider before making any decision

regarding tendering their shares. At the time the tender offer is commenced, Pegasystems Inc. and Maple Leaf

Acquisition Corp. will file tender offer materials with the U.S. Securities and Exchange Commission, and the

Company will file a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer

materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the

Solicitation/Recommendation Statement will contain important information, which should be read carefully before

any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and

certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all

stockholders of the Company at no expense to them. The tender offer materials and the 

Solicitation/Recommendation Statement will be made available for free at the Commission’s web site at

                        . Free copies of these documents will be made available by Pegasystems Inc. by mail to 101 Main

Street, Cambridge, MA 02142-1590.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the

Solicitation/Recommendation Statement, the Company and Pegasystems Inc. file annual, quarterly and special

reports, proxy statements and other information with the Securities and Exchange Commission. You may read and

copy any reports, statements or other information filed by the Company or Pegasystems Inc. at the SEC public

reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for

further information on the public reference room. The Company’s and Pegasystems Inc.’s filings with the

Commission are also available to the public from commercial document-retrieval services and at the website

maintained by the Commission at

http://www.sec.gov.

www.sec.gov