3//SEC Filing
CHORDIANT SOFTWARE INC 3
Accession 0001181431-10-022552
CIK 0001042134operating
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 5:21 PM ET
Size
6.9 KB
Accession
0001181431-10-022552
Insider Transaction Report
Form 3
PEGASYSTEMS INC
10% Owner
Holdings
- 1,000(indirect: Beneficially owned through its wholly-owned subsidiary.)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
Footnotes (4)
- [F1]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")
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
CHORDIANT SOFTWARE INC
CIK 0001042134
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001042134
Filing Metadata
- Form type
- 3
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 5:21 PM ET
- Size
- 6.9 KB