8-K

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):

December 17, 2009

Chordiant Software, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-34179	93-1051328
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20400 Stevens Creek Boulevard, Suite 400

Cupertino, California  95014

(Address of Principal Executive Offices, Including Zip Code)

(408) 517-6100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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):

[X] 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 8.01.  Other Events.

On December 17, 2009, Chordiant Software, Inc., a Delaware corporation (the "Company") delivered a letter to the Board of Directors of KANA Software, Inc., which letter is attached hereto as Exhibit 99.1.

Additional Information

Nothing in the attached letter shall constitute an offer of any securities of Chordiant Software, Inc. for sale.  In connection with the proposed transaction described therein, if Chordiant and KANA enter into a merger agreement, Chordiant and KANA would file documents with the SEC, including the filing by Chordiant of a registration statement on Form S-4, and the filing by KANA of a related preliminary and definitive proxy statement/prospectus.  Investors and security holders are urged to read the registration statement on Form S-4 and the related preliminary and definitive proxy statement/prospectus when they become available because they will contain important information about the proposed transaction.  Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov and will be available on Chordiant’s website at www.chordiant.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
99.1	Letter dated December 17, 2009.

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.

Date: December 17, 2009	CHORDIANT SOFTWARE, INC.
	By:	/s/ STEVEN R. SPRINGSTEEL
		Steven R. Springsteel Chairman, Chief Executive Officer and President

Exhibit Index

Exhibit
Number	Description
99.1	Letter dated December 17, 2009.

EX-99.1

 Chordiant Software, Inc.

 Exchange Act File No. 001-34179

The Board of Directors December 17, 2009

KANA Software, Inc.

181 Constitution Drive

Menlo Park, California  94025

RE:  Acquisition of KANA Software, Inc.

Gentlemen/Mesdames:

On behalf of my Board of Directors, I am writing to express our continuing interest in moving forward with a transaction whereby Chordiant Software, Inc. (“Chordiant” or “we”) would acquire all of the outstanding common shares of KANA Software, Inc. (“KANA” or “you”).  Chordiant is willing to pay $1.20 per share for all of the outstanding shares of KANA (for total consideration of approximately $49.5 million), consisting of cash and Chordiant common stock, such stock equaling 19.9% of the current outstanding shares of Chordiant common stock (valued at the average price of Chordiant stock for the 10-day trading period ending five trading days prior to the closing of the proposed transaction).

Our proposal is subject to the completion of five days of confirmatory due diligence regarding KANA (assuming the prompt availability of reasonably requested information), the negotiation of a mutually acceptable merger agreement, the approval by our respective Boards of Directors of such merger agreement, the receipt of KANA shareholder approval, the filing of the appropriate documentation with the Securities and Exchange Commission, and no material adverse change in KANA’s business or financial condition, or its prospects.

We continue to believe that a combination of KANA and Chordiant would represent a compelling value creation opportunity for KANA and Chordiant shareholders, customers and employees.  We hope that you will evaluate this proposal consistent with your fiduciary duties owed to the KANA shareholders.

Our proposal is irrevocable until December 31, 2009.  We look forward to hearing from you.  We remain enthusiastic about this opportunity to work together and we are prepared to devote all the necessary resources to complete this proposed transaction as expeditiously as possible.

Respectfully submitted,

/s/ STEVEN R. SPRINGSTEEL

Steven R. Springsteel

Chairman, President and Chief Executive Officer

Chordiant Software, Inc.

cc:           James Kochman (via email)

Additional Information

Nothing in this letter shall constitute an offer of any securities of Chordiant for sale.  In connection with the proposed transaction described above, if Chordiant and KANA enter into a merger agreement, Chordiant and KANA would file documents with the SEC, including the filing by Chordiant of a registration statement on Form S-4, and the filing by KANA of a related preliminary and definitive proxy statement/prospectus.  Investors and security holders are urged to read the registration statement on Form S-4 and the related preliminary and definitive proxy statement/prospectus when they become available because they will contain important information about the proposed transaction.  Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov and will be available on Chordiant’s website at www.chordiant.com.