content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
  
  
                                     FORM 8-K
  
  
                                  CURRENT REPORT
  
    Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934
  
  
         Date of Report (Date of earliest event reported): March 27, 2001
  
  
                             CHORDIANT SOFTWARE, INC.
              (Exact name of registrant as specified in its charter)
  
  
            Delaware                    000-29357                 93-1051328
  (State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
        of incorporation)                                     Identification No.)
  
  
                     20400 Stevens Creek Boulevard, Suite 400
                             Cupertino, CA 95014-2217
               (Address of principal executive offices and zip code)
  
        Registrant's telephone number, including area code:  (408) 517-6100
  <PAGE>
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On March 27, 2001, Chordiant Software, Inc. ("Chordiant") completed its
  previously announced acquisition of Prime Response, Inc. ("Prime Response") in a
  stock-for-stock transaction. Prime Response was acquired pursuant to an
  Agreement and Plan of Merger and Reorganization, dated as of January 8, 2001
  (the "Reorganization Agreement"), by and among Chordiant, Prime Response and
  Puccini Acquisition Corp., a wholly owned subsidiary of Chordiant ("Merger
  Sub"). Pursuant to the Reorganization Agreement, Merger Sub was merged with and
  into Prime Response, with Prime Response as the surviving corporation (the
  "Merger"). As a result of the Merger, Prime Response became a wholly owned
  subsidiary of Chordiant. In connection with the Merger, each outstanding share
  of Prime Response common stock was exchanged for 0.6 of a share of Chordiant
  common stock, resulting in the issuance of an aggregate of approximately 12
  million shares of Chordiant common stock for all outstanding shares of Prime
  Response common stock. Chordiant also assumed all outstanding options and
  warrants to purchase shares of Prime Response common stock.
  
       The Merger is intended to qualify as tax-free reorganization within the
  meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and
  will be accounted for as a purchase. The description contained in this Item 2 of
  the Merger and the other transactions contemplated by the Reorganization
  Agreement is qualified in its entirety by reference to the full text of the
  Reorganization Agreement, a copy of which was previously filed as Exhibit 2.1 to
  Chordiant's Form 8-K filed with the Securities and Exchange Commission (the
  "Commission") on January 17, 2001.
  
       Prime Response is a provider of integrated relationship marketing software
  solutions that enable businesses with large customer bases to create, execute
  and refine highly targeted Internet, wireless and traditional marketing
  campaigns that build more loyal and profitable customer relationships.
  
       On March 27, 2001, Chordiant and Prime Response issued a joint press
  release entitled, "Chordiant Software Completes Acquisition of PrimeResponse,"
  relating to the consummation of the Merger. A copy of the press release is
  attached to this Report as Exhibit 99.1 and is incorporated by reference herein.
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (a)  Financial statements of business acquired.
  
       The consolidated financial statements of Prime Response, Inc. and related
       accountants' report included at pages F-38 through F-58 of Amendment No. 1
       to the Registration Statement on Form S-4 (Registration No. 333-54856)
       filed by the registrant, Chordiant, with the Commission on February 26,
       2001, are herein incorporated by reference. Copies of such consolidated
       financial statements are attached hereto as Exhibit 99.2.
  
       (b)  Pro forma financial information.
  <PAGE>
  
       The unaudited pro forma condensed combined financial information included
       at pages 157 through 163 of Amendment No. 1 to the Registration Statement
       on Form S-4 (Registration No. 333-54856) filed by the registrant,
       Chordiant, with the Commission on February 26, 2001, is herein incorporated
       by reference. A copy of such financial information is attached hereto as
       Exhibit 99.3.
  
       (c)  Exhibits.
  
  Exhibit No.    Description
  -----------    -----------
  
  2.1            Agreement and Plan of Merger and Reorganization, dated as of
                 January 8, 2001, by and among Chordiant Software, Inc., a
                 Delaware corporation, Puccini Acquisition Corp., a Delaware
                 corporation, and Prime Response, Inc., a Delaware corporation,
                 previously filed as Exhibit 2.1 to the Form 8-K filed by
                 Chordiant Software, Inc. on January 17, 2001, and incorporated
                 herein by reference.
  
  23.1           Consent of PricewaterhouseCoopers LLP.
  
  99.1           Joint press release of Chordiant Software, Inc. and Prime
                 Response, Inc., dated March 27, 2001.
  
  99.2           Consolidated Financial Statements of Prime Response, Inc.,
                 previously filed at pages F-38 through F-58 of Amendment No. 1
                 to the Registration Statement on Form S-4 (Registration No. 333-
                 54856) filed by Chordiant Software, Inc. on February 26, 2001,
                 and both incorporated herein by reference and included herewith.
  
  99.3           Unaudited Pro Forma Condensed Combined Financial Information,
                 previously filed at pages 157 through 163 of Amendment No. 1 to
                 the Registration Statement on Form S-4 (Registration No. 333-
                 54856) filed by Chordiant Software, Inc. with the Commission on
                 February 26, 2001, and both incorporated herein by reference and
                 included herewith.
  
  <PAGE>
  
                                    SIGNATURES
  
       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.
  
  
                                      By: /s/ Steve G. Vogel
                                         ----------------------------------------
                                      Name:   Steve G. Vogel
                                      Title:  Chief Financial Officer
  
  Dated:  April 10, 2001
  <PAGE>
  
                                 INDEX TO EXHIBITS
                                 -----------------
  
  2.1            Agreement and Plan of Merger and Reorganization, dated as of
                 January 8, 2001, by and among Chordiant Software, Inc., a
                 Delaware corporation, Puccini Acquisition Corp., a Delaware
                 corporation, and Prime Response, Inc., a Delaware corporation,
                 previously filed as Exhibit 2.1 to the Form 8-K filed by
                 Chordiant Software, Inc. on January 17, 2001, and incorporated
                 herein by reference.
  
  23.1           Consent of PricewaterhouseCoopers LLP.
  
  99.1           Joint press release of Chordiant Software, Inc. and Prime
                 Response, Inc., dated March 27, 2001.
  
  99.2           Consolidated Financial Statements of Prime Response, Inc.,
                 previously filed at pages F-38 through F-58 of Amendment No. 1 to
                 the Registration Statement on Form S-4 (Registration No. 333-
                 54856) filed by Chordiant Software, Inc. on February 26, 2001,
                 and both incorporated herein by reference and included herewith.
  
  99.3           Unaudited Pro Forma Condensed Combined Financial Information,
                 previously filed at pages 157 through 163 of Amendment No. 1 to
                 the Registration Statement on Form S-4 (Registration No. 333-
                 54856) filed by Chordiant Software, Inc. with the Commission on
                 February 26, 2001, and both incorporated herein by reference and
                 included herewith.
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text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
    Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): March 27, 2001
  
                             CHORDIANT SOFTWARE, INC.
              (Exact name of registrant as specified in its charter)
  
            Delaware                    000-29357                 93-1051328
  (State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
        of incorporation)                                     Identification No.)
  
                     20400 Stevens Creek Boulevard, Suite 400
                             Cupertino, CA 95014-2217
               (Address of principal executive offices and zip code)
  
        Registrant's telephone number, including area code:  (408) 517-6100
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On March 27, 2001, Chordiant Software, Inc. ("Chordiant") completed its
  previously announced acquisition of Prime Response, Inc. ("Prime Response") in a
  stock-for-stock transaction. Prime Response was acquired pursuant to an
  Agreement and Plan of Merger and Reorganization, dated as of January 8, 2001
  (the "Reorganization Agreement"), by and among Chordiant, Prime Response and
  Puccini Acquisition Corp., a wholly owned subsidiary of Chordiant ("Merger
  Sub"). Pursuant to the Reorganization Agreement, Merger Sub was merged with and
  into Prime Response, with Prime Response as the surviving corporation (the
  "Merger"). As a result of the Merger, Prime Response became a wholly owned
  subsidiary of Chordiant. In connection with the Merger, each outstanding share
  of Prime Response common stock was exchanged for 0.6 of a share of Chordiant
  common stock, resulting in the issuance of an aggregate of approximately 12
  million shares of Chordiant common stock for all outstanding shares of Prime
  Response common stock. Chordiant also assumed all outstanding options and
  warrants to purchase shares of Prime Response common stock.
  
       The Merger is intended to qualify as tax-free reorganization within the
  meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and
  will be accounted for as a purchase. The description contained in this Item 2 of
  the Merger and the other transactions contemplated by the Reorganization
  Agreement is qualified in its entirety by reference to the full text of the
  Reorganization Agreement, a copy of which was previously filed as Exhibit 2.1 to
  Chordiant's Form 8-K filed with the Securities and Exchange Commission (the
  "Commission") on January 17, 2001.
  
       Prime Response is a provider of integrated relationship marketing software
  solutions that enable businesses with large customer bases to create, execute
  and refine highly targeted Internet, wireless and traditional marketing
  campaigns that build more loyal and profitable customer relationships.
  
       On March 27, 2001, Chordiant and Prime Response issued a joint press
  release entitled, "Chordiant Software Completes Acquisition of PrimeResponse,"
  relating to the consummation of the Merger. A copy of the press release is
  attached to this Report as Exhibit 99.1 and is incorporated by reference herein.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (a)  Financial statements of business acquired.
  
       The consolidated financial statements of Prime Response, Inc. and related
       accountants' report included at pages F-38 through F-58 of Amendment No. 1
       to the Registration Statement on Form S-4 (Registration No. 333-54856)
       filed by the registrant, Chordiant, with the Commission on February 26,
       2001, are herein incorporated by reference. Copies of such consolidated
       financial statements are attached hereto as Exhibit 99.2.
  
       (b)  Pro forma financial information.
  The unaudited pro forma condensed combined financial information included
       at pages 157 through 163 of Amendment No. 1 to the Registration Statement
       on Form S-4 (Registration No. 333-54856) filed by the registrant,
       Chordiant, with the Commission on February 26, 2001, is herein incorporated
       by reference. A copy of such financial information is attached hereto as
       Exhibit 99.3.
  
       (c)  Exhibits.
  
  Exhibit No.    Description
  -----------    -----------
  
  2.1            Agreement and Plan of Merger and Reorganization, dated as of
                 January 8, 2001, by and among Chordiant Software, Inc., a
                 Delaware corporation, Puccini Acquisition Corp., a Delaware
                 corporation, and Prime Response, Inc., a Delaware corporation,
                 previously filed as Exhibit 2.1 to the Form 8-K filed by
                 Chordiant Software, Inc. on January 17, 2001, and incorporated
                 herein by reference.
  
  23.1           Consent of PricewaterhouseCoopers LLP.
  
  99.1           Joint press release of Chordiant Software, Inc. and Prime
                 Response, Inc., dated March 27, 2001.
  
  99.2           Consolidated Financial Statements of Prime Response, Inc.,
                 previously filed at pages F-38 through F-58 of Amendment No. 1
                 to the Registration Statement on Form S-4 (Registration No. 333-
                 54856) filed by Chordiant Software, Inc. on February 26, 2001,
                 and both incorporated herein by reference and included herewith.
  
  99.3           Unaudited Pro Forma Condensed Combined Financial Information,
                 previously filed at pages 157 through 163 of Amendment No. 1 to
                 the Registration Statement on Form S-4 (Registration No. 333-
                 54856) filed by Chordiant Software, Inc. with the Commission on
                 February 26, 2001, and both incorporated herein by reference and
                 included herewith.
  SIGNATURES
  
       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.
  
                                      By: /s/ Steve G. Vogel
                                         ----------------------------------------
                                      Name:   Steve G. Vogel
                                      Title:  Chief Financial Officer
  
  Dated:  April 10, 2001
  INDEX TO EXHIBITS
                                 -----------------
  
  2.1            Agreement and Plan of Merger and Reorganization, dated as of
                 January 8, 2001, by and among Chordiant Software, Inc., a
                 Delaware corporation, Puccini Acquisition Corp., a Delaware
                 corporation, and Prime Response, Inc., a Delaware corporation,
                 previously filed as Exhibit 2.1 to the Form 8-K filed by
                 Chordiant Software, Inc. on January 17, 2001, and incorporated
                 herein by reference.
  
  23.1           Consent of PricewaterhouseCoopers LLP.
  
  99.1           Joint press release of Chordiant Software, Inc. and Prime
                 Response, Inc., dated March 27, 2001.
  
  99.2           Consolidated Financial Statements of Prime Response, Inc.,
                 previously filed at pages F-38 through F-58 of Amendment No. 1 to
                 the Registration Statement on Form S-4 (Registration No. 333-
                 54856) filed by Chordiant Software, Inc. on February 26, 2001,
                 and both incorporated herein by reference and included herewith.
  
  99.3           Unaudited Pro Forma Condensed Combined Financial Information,
                 previously filed at pages 157 through 163 of Amendment No. 1 to
                 the Registration Statement on Form S-4 (Registration No. 333-
                 54856) filed by Chordiant Software, Inc. with the Commission on
                 February 26, 2001, and both incorporated herein by reference and
                 included herewith.