-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NkoW1Jk7NHpRaKBMFx+8DtqFaLvOIRuitmE9HpdIDr78ICWdSLDm8oYVIfMhn2yR KQwfmIfGVoVYd2R3Cbn/CA== 0001104191-01-500003.txt : 20010710 0001104191-01-500003.hdr.sgml : 20010710 ACCESSION NUMBER: 0001104191-01-500003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHORDIANT SOFTWARE INC CENTRAL INDEX KEY: 0001042134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931051328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-58615 FILM NUMBER: 1676368 BUSINESS ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4085176100 MAIL ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 95014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST VENTURE PARTNERS VI LP CENTRAL INDEX KEY: 0001104191 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411893240 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O NORWEST VENTURE PARTNERS STREET 2: 245 LYTTON AVENUE SUITE 250 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6126671650 MAIL ADDRESS: STREET 1: C/O NORWEST VENTURE PARTNERS STREET 2: 245 LYTTON AVENUE SUITE 250 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 chordiant.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Chordiant Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 170404107 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 13G CUSIP NO. 170404107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Venture Partners VI, LP Tax Identification No. 41-1893240 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 1,821,472 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,821,472 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,821,472 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 170404107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca VC Partners VI, LLP Tax Identification No. 41-1893243 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 1,821,472 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,821,472 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,821,472 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% 12) TYPE OF REPORTING PERSON* PA CUSIP NO. 170404107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Still, Jr. Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 1,821,472 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,821,472 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,821,472 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% 12) TYPE OF REPORTING PERSON* IN CUSIP NO. 170404107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John P. Whaley Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 1,821,472 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,821,472 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,821,472 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% 12) TYPE OF REPORTING PERSON* IN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Item 1(a) Name of Issuer: Chordiant Software, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 20400 Stevens Creek Boulevard Suite 400 Cupertino, CA 95014 Item 2(a) Name of Person Filing: 1. Norwest Venture Partners VI, LP 2. Itasca VC Partners VI, LLP 3. George J. Still, Jr. 4. John P. Whaley Item 2(b) Address of Principal Business Office: 1. Norwest Venture Partners VI, LP c/o Norwest Venture Partners 245 Lytton Avenue, Suite 250 Palo Alto, CA 94301 2. Itasca VC Partners VI, LLP c/o Norwest Venture Partners 245 Lytton Avenue, Suite 250 Palo Alto, CA 94301 3. George J. Still, Jr. c/o Norwest Venture Partners 245 Lytton Avenue, Suite 250 Palo Alto, CA 94301 4. John P. Whaley 3600 IDS Center 80 South Eighth Street Minneapolis, MN 55402 This statement is filed by Norwest Venture Partners VI, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d- 1(k). Norwest Venture Partners VI, LP is a Minnesota limited partnership. Itasca VC Partners VI, LLP, a Minnesota limited liability partnership, is the general partner of Norwest Venture Partners VI, LP. George J. Still, Jr. is the managing partner and John P. Whaley is the managing administrative partner of Itasca VC Partners VI, LLP. Item 2(c) Citizenship: 1. Norwest Venture Partners VI, LP: Minnesota limited partnership 2. Itasca VC Partners VI, LLP: Minnesota limited liability partnership 3. George J. Still, Jr.: United States 4. John P. Whaley: United States Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 170404107 Item 3 Not Applicable. Item 4 Ownership: (1) Norwest Venture Partners VI, LP ("NVP VI"): At March 31, 2001, NVP VI owned of record 1,821,472 shares of common stock. This amount represented less than 5% of the Issuer's total shares of common stock outstanding at that date. (2) Itasca VC Partners VI, LLP ("Itasca VI"): At March 31, 2001, Itasca VC Partners VI owned 1,821,472 shares of common stock by virtue of its status as the general partner of NVP VI, the record owner of such shares. This amount represented less than 5% of the Issuer's total shares of common stock outstanding at that date. (3) George J. Still, Jr.: At March 31, 2001, George J. Still, Jr. was deemed to own 1,821,472 shares of common stock by virtue of his status as a managing partner of Itasca VI, the general partner of NVP VI, the record owner of such shares. This amount represented less than 5% of the Issuer's total shares of common stock outstanding at that date. (4) John P. Whaley: At March 31, 2001, John P. Whaley was deemed to own 1,821,472 shares of common stock by virtue of his status as the managing administrative partner of Itasca VI, the general partner of NVP VI, the record owner of such shares. This amount represented less than 5% of the Issuer's total shares of common stock outstanding at that date Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following [X]. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: June 25, 2001 NORWEST VENTURE PARTNERS VI, LP By ITASCA VC PARTNERS VI, LLP, as general partner By: /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner Wells Fargo Law Department MAC #N9305-173 Wells Fargo Center Sixth and Marquette Minneapolis, MN 55479 June 25, 2001 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Ladies and Gentlemen: The undersigned, as counsel for and on behalf of the filing persons named herein, hereby transmits for filing, pursuant to Section 13(g) of the Securities Exchange Act of 1934 and Rule 13G thereunder, an amended Schedule 13G relating to the beneficial ownership by Norwest Venture Partners VI, LP and certain other affiliates of shares of the common stock of Chordiant Software, Inc. Questions regarding this filing may be directed to John P. Whaley at 612-215-1667. Very truly yours, /s/ Mary E. Schaffner Mary E. Schaffner Senior Counsel Enclosure cc: Chordiant Software, Inc. -----END PRIVACY-ENHANCED MESSAGE-----