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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): September 12, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information set forth in Item 5.02 is incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On September 8, 2005, the Board of Directors appointed Michele Patton to the
Board of Directors of Callidus Software Inc. effective September 8, 2005 as a
Class II Director. Ms. Patton will stand for re-election as a Class II Director
at the annual meeting of stockholders of Callidus to be held in 2008. Ms. Patton
will serve on the Compensation as well as the Nomination and Corporate
Governance Committee. On September 12, 2005, Callidus issued a press release
announcing Ms. Patton's election, a copy of which is attached to this Form 8-K
as Exhibit 99.1 and is incorporated herein by reference. There are no
arrangements or understandings between Ms. Patton and any other persons pursuant
to which Ms. Patton was selected as a director. Ms. Patton has not entered into
any transaction with Callidus that is required to be disclosed under Item 404(a)
of Regulation S-K. Ms. Patton will be compensated for her service on the Board
of Directors in accordance with Callidus' director compensation policy. As part
of this policy, Ms. Patton will be granted options to purchase common stock of
Callidus, along with receiving a change of control agreement providing for
accelerated vesting of 50% of her outstanding options in the event of a change
of control of Callidus.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release, dated September 12, 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: September 12, 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 September 12, 2005.