EX-99.(A)(1)(III) 4 dex99a1iii.htm FORM OF NOTICE OF GUARANTEED DELIVERY Form of Notice of Guaranteed Delivery

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY

To Tender Shares of Common Stock

of

CHORDIANT SOFTWARE, INC.

Pursuant to the Offer to Purchase

dated March 24, 2010

by

MAPLE LEAF ACQUISITION CORP.

a wholly owned subsidiary

of

PEGASYTEMS INC.

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates (the “Share Certificates”) evidencing shares of common stock, par value $0.001 per share (the “Shares”), of Chordiant Software, Inc., a Delaware corporation (the “Company”), are not immediately available, (ii) if the Share Certificates and all other required documents cannot be delivered to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”) on or prior to the Expiration Date (as defined in the Offer to Purchase (as defined below)), (iii) if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Date, or (iv) if time will not permit all required documents to reach the Depositary before the Expiration Date. All references herein to “Shares” shall be deemed to include all associated rights to purchase Series A Junior Participating Preferred Stock issued pursuant to the Rights Agreement, dated as of July 10, 2008, between the Company and American Stock Transfer & Trust Co. LLC, as amended. This Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase (as defined below).

The Depositary for the Offer is:

LOGO

 

By Mail or Overnight Courier:

  By Facsimile Transmission:   By Hand:

American Stock Transfer & Trust Company

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, NY 11219

  (718) 234-5001   American Stock Transfer & Trust
Company

Attn: Reorganization Department

59 Maiden Lane

Concourse Level

New York, NY 10038

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.


Ladies and Gentlemen:

The undersigned hereby tenders to Maple Leaf Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Pegasystems Inc., a Massachusetts corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 24, 2010 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of each of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

 

Number of Shares Tendered:

   

(Please type or print)

Share Certificate Number(s) (if available):

    

Check if securities will be tendered by book-entry transfer: ¨

  

Name of Tendering Institution:

    

DTC Account Number:

    
Date:     
Name of Record Holder(s):     
Address:     
  
 
  
 
Telephone No.:     
Signature(s):     
Dated:     

 

 

 

 

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GUARANTEE

(Not to be Used for Signature Guarantee)

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion, the New York Stock Exchange Medallion Guarantee Program or the Stock Exchange Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution” and collectively “Eligible Institutions”), hereby (i) represents that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (ii) represents that such tender of Shares complies with Rule 14e-4 and (iii) guarantees delivery to the Depositary, at one of its addresses set forth above, either the Share Certificates evidencing all Shares tendered by this Notice of Guaranteed Delivery in proper form for transfer, or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantee, or an Agent’s Message (as defined in the Offer to Purchase) in the case of the book-entry transfer, and any other documents required by the Letter of Transmittal, within three NASDAQ Global Select Market trading days after the date of execution of this Notice of Guaranteed Delivery.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and Share Certificates to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such Eligible Institution.

 

Name of Firm:     
Authorized Signature:     
Address:     
  
 
  
 
Telephone No.:     
Date:     

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THEY ARE RECEIVED BY THE DEPOSITARY WITHIN THREE NASDAQ GLOBAL SELECT MARKET TRADING DAYS AFTER THE EXPIRATION DATE (AS DEFINED UNDER SECTION 1 IN THE OFFER TO PURCHASE).

 

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