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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 8, 2005
CALLIDUS SOFTWARE INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-50463 77-0438629
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
160 W. Santa Clara Street, Suite 1500
San Jose, CA 95113
(Address of Principal Executive Offices) (Zip Code)
(408) 808-6400
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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(b) under the Exchange
Act (17 CFR 240.14a -12(b))
[ ] 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))
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ITEM 7.01. REGULATION FD DISCLOSURE.
On August 8, 2005, Registrant announced the closing of a software license
and services agreement with Hewlett Packard Company ("HP"). Under the terms of
the agreement, HP will be able to use Registrant's TrueComp(R),
TrueInformation(TM) and TrueResolution(R) modules for direct and indirect
channel sales payees worldwide. Estimated project value is expected to be
approximately $8 million during the first twelve months.
The information furnished in this report shall not be deemed to be
incorporated by reference into Registrant's filings with the SEC under the
Securities Act of 1933 and shall not be deemed to be "filed" with the SEC under
the Securities Exchange Act of 1934.
The information in this 8-K contains, or may be deemed to contain,
"forward-looking statements" (as defined in the U.S. Private Securities
Litigation Reform Act of 1995) which reflect the Registrant's current views with
respect to future events including the estimated project value of the above
transaction. All forward-looking statements address matters that involve risks
and uncertainties. Accordingly, you should not rely on forward-looking
statements, as there are or will be important factors that could cause actual
events to differ materially from those predicted or implied by these
forward-looking statements. Unless otherwise required by applicable law, the
Registrant undertakes no obligation to publicly update or review any
forward-looking statements, whether as a result of new information, future
developments or otherwise.
On August 8, 2005, Registrant issued a press release attached as Exhibit
99.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release of Registrant dated August 8, 2005.
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.
CALLIDUS SOFTWARE INC.
Date: August 8, 2005 By: /s/ Ronald J. Fior
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Name: Ronald J. Fior
Title: Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
99.1 Press release of Registrant dated August 8, 2005.