8-K

OMB APPROVAL

OMB Number:3235-0060

Expires: March 31, 2006

Estimated average burden

hours per response... 28.0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2005

CHORDIANT SOFTWARE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	93-1051328
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

Commission file number:

000-29357

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) On February 15, 2005, Chordiant Software, Inc. ("Chordiant" or the "Company") received a letter from The Nasdaq Stock Market, Listing Qualifications Department, advising the Company that, as a result of the Company's failure to file its quarterly report on Form 10-Q for the period ended December 31, 2004 (the "Quarterly Report") with the Securities and Exchange Commission by the due date of February 14, 2005, the Company was out of compliance with Marketplace Rule 4310(c)(14) and that as a result of such filing delinquency, a fifth character "E" would be appended to its trading symbol commencing at the opening of trading on February 17, 2005. Nasdaq further advised the Company that its securities will be delisted from The Nasdaq Stock Market at the opening of business on February 24, 2005, unless the Company requests a hearing in accordance with the Marketplace Rules. The Company intends to request a hearing. As previously announced, on December 29, 2004, Chordiant's Board of Directors approved a change in the Company's fiscal year end from December 31 to September 30, and that the Company intended to file a transition report on SEC Form 10-K for the transition period, January 1, 2004 to September 30, 2004, at the same time it filed the Quarterly Report. The Company, however, has not completed the year-end audit or the review of its first quarter financial results. The Company is working diligently to complete the year-end audit and the review of its first quarter results and file its Quarterly Report and transition report on Form 10-K as soon as practicable.

(b) On February 14, 2005, Chordiant notified Nasdaq that it would not file its Quarterly Report on a timely basis and as a result, would be out of compliance with Marketplace Rule 4310(c)(14). As disclosed above, the Company is working diligently to complete the year-end audit and the review of its first quarter results and file its Quarterly Report and transition report on Form 10-K as soon as practicable.

Item 7.01 Regulation FD Disclosure.

On February 15, 2005, Chordiant issued a press release announcing the delay in filing the Quarterly Report and transition report. The press release is attached as Exhibit 99.1.

On February 17, 2005, Chordiant issued a press release announcing that the Company had received the Nasdaq Staff Determination described above and expects to request a hearing before a Nasdaq Listing Qualification Panel to review the Staff Determination. The press release is attached as Exhibit 99.2 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)  Financial Statements of Businesses Acquired.

Not applicable.

(b)  Pro Forma Financial Information.

Not applicable.

(c)  Exhibits

Exhibit 99.1 Press release dated February 15, 2005.*

Exhibit 99.2 Press release dated February 17, 2005.*

*  This exhibit is furnished to, but not filed with, the Securities and Exchange Commission.

SIGNATURE

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.

Date: February 18, 2005 By: /s/ George de Urioste George de Urioste Chief Operating Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Chordiant  Delays Filing of SEC From 10-Q for the First Quarter of Fiscal 2005 to Finalize 2004 Audit and First Quarter Financial Results

CUPERTINO, CA--(MARKET WIRE)--Feb 15, 2005 -- Chordiant Software, Inc. (NasdaqNM:CHRD - News), today announced that it is delaying the filing of its quarterly report on Form 10-Q with the Securities and Exchange Commission (SEC). As previously announced, on December 29, 2004, Chordiant's Board of Directors approved a change in the Company's fiscal year end from December 31 to September 30, and that the Company intended to file a transition report on SEC Form 10-K for the transition period, January 1, 2004 to September 30, 2004, at the same time it files its first 2005 quarterly report. However, the Company announced today that it had not completed the year-end audit or the review of its first quarter financial results. Chordiant further announced that it expects to release its financial results for the first quarter of its fiscal year 2005, ended December 31, 2004 in the next few weeks.
 

Chordiant said that it expects its revenue for the first quarter of fiscal 2005, ended December 31, 2004, will be within its previously announced guidance range of $22 million to $24 million, but it does not expect to meet its prior Non-GAAP earnings per share guidance of $0.00 to $0.01. On a GAAP basis, Chordiant did not give GAAP EPS guidance because of the variability of stock-based compensation expense. The Company said it expects earnings to be under pressure for the next several quarters, due in part to additional costs for compliance with Section 404 of the Sarbanes-Oxley Act of 2002. The Company indicated that during the first quarter it had completed significant transactions with Barclays Group, Capital One Services, Inc., Littlewoods Retail Limited, and one of Germany's largest insurance companies, where it teamed with IBM.

About Chordiant Software, Inc.
Chordiant solutions automate and manage operational business processes for leading service-driven global organizations with a focus on retail finance and telecommunications. Chordiant orchestrates the unique processes of an organization from the point of customer interaction, through the front and back offices to multiple transactional systems, corporate applications and data stores. Our solutions integrate existing infrastructure to orchestrate the assembly, enhancement and delivery of optimal role based business processes to the appropriate channels. Business value is realized through improved employee productivity, savings in operational costs, and increased business adaptability. Headquartered in Cupertino, California, Chordiant maintains offices in Boston; Mahwah, N.J.; Manchester, N.H.; New York City; London; Paris; Amsterdam; and Munich.

SAFE HARBOR
This news release includes "forward-looking statements" that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Forward-looking statements in this release are generally identified by words, such as "believes," "anticipates," "plans," "expects," "will," "would," "guidance," "projects" and similar expressions which are intended to identify forward-looking statements. There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements, including, among others, additional difficulties in completing the year-end audit of our financial statements for the fiscal year ended September 30, 2004, additional difficulties in completing and filing our quarterly report on Form 10-Q for the fiscal period ended December 31, 2004, interpretations of accounting principles which may impact the amount of revenues which may be recognized by Chordiant in the periods reported, difficulties in the implementation of our new financial information system, and difficulties in hiring and retaining staff for our finance department. Further information on potential factors that could affect Chordiant are included in risks detailed from time to time in Chordiant's Securities and Exchange Commission filings, including, without limitation, Chordiant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as amended and our Quarterly Reports filed on Form 10-Q. These filings are available on a Web site maintained by the Securities and Exchange Commission at http://www.sec.gov. Chordiant does not undertake an obligation to update forward-looking or other statements in this release.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc. All other trademarks and registered trademarks are the properties of their respective owners.
 

Chordiant Investor Relations Contact:

Steve Polcyn

Chordiant Software, Inc.

(408) 517-6282

steve.polcyn@chordiant.com

EX-99.2

Exhibit 99.2

Chordiant  Software to Trade Under Symbol CHRDE on The NASDAQ Stock Market

CUPERTINO, CA--(MARKET WIRE)--Feb 17, 2005 -- Chordiant Software, Inc. (NasdaqNM:CHRD - - News) today announced it will begin trading under the symbol (NasdaqNM:CHRD - News) effective February 17, 2005. The addition of the "E" to the Company's trading symbol indicates that the Company has not filed its Form 10-Q for the quarter ended December 31, 2004.

Nasdaq notified Chordiant on February 15, 2005 that its securities are subject to delisting from the Nasdaq National Market due to non-compliance with Nasdaq Marketplace Rule 4310(c)(14), which requires the timely filing of all periodic reports with the Securities and Exchange Commission. In accordance with the Nasdaq Marketplace Rules, the Company intends on requesting a hearing before a Nasdaq Listing Qualifications Panel for continued listing on the Nasdaq National Market. Pending a decision by the Nasdaq Listing Qualifications Panel, the company's securities will remain listed on the Nasdaq National Market.

Chordiant said that it expects to release its financial results for the first quarter of its 2005 fiscal year, ended December 31, 2004, in the next few weeks.


About Chordiant Software, Inc.
Chordiant solutions automate and manage operational business processes for leading service-driven global organizations with a focus on retail finance and telecommunications. Chordiant orchestrates the unique processes of an organization from the point of customer interaction, through the front and back offices to multiple transactional systems, corporate applications and data stores. Our solutions integrate existing infrastructure to orchestrate the assembly, enhancement and delivery of optimal role based business processes to the appropriate channels. Business value is realized through improved employee productivity, savings in operational costs, and increased business adaptability. Headquartered in Cupertino, California, Chordiant maintains offices in Boston; Chicago; Mahwah, N.J.; Manchester, N.H.; New York City; London; Paris; Amsterdam; and Munich.

SAFE HARBOR
This news release includes "forward-looking statements" that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Forward-looking statements in this release are generally identified by words, such as "believes," "anticipates," "plans," "expects," "will," "would," "guidance," "projects" and similar expressions which are intended to identify forward-looking statements. There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements, including, among others, additional difficulties in completing the year-end audit of our financial statements for the fiscal year ended September 30, 2004, additional difficulties in completing and filing our quarterly report on Form 10-Q for the fiscal period ended December 31, 2004, interpretations of accounting principles which may impact the amount of revenues which may be recognized by Chordiant in the periods reported, difficulties in the implementation of our new financial information system, and difficulties in hiring and retaining staff for our finance department. Further information on potential factors that could affect Chordiant are included in risks detailed from time to time in Chordiant's Securities and Exchange Commission filings, including, without limitation, Chordiant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as amended and our Quarterly Reports filed on Form 10-Q. These filings are available on a Web site maintained by the Securities and Exchange Commission at http://www.sec.gov. Chordiant does not undertake an obligation to update forward-looking or other statements in this release.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc. All other trademarks and registered trademarks are the properties of their respective owners.

 

Chordiant Investor Relations Contact:

Steve Polcyn

Chordiant Software, Inc.

(408) 517-6282

steve.polcyn@chordiant.com