0001104659-05-009118.txt : 20120628 0001104659-05-009118.hdr.sgml : 20120628 20050302152301 ACCESSION NUMBER: 0001104659-05-009118 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050302 DATE AS OF CHANGE: 20050302 GROUP MEMBERS: CROSSPOINT ASSOCIATES 1997, LLC GROUP MEMBERS: CROSSPOINT ASSOCIATES 1999, LLC GROUP MEMBERS: CROSSPOINT ASSOCIATES 2000, LLC GROUP MEMBERS: CROSSPOINT VENTURE PARTNERS 2000, LP GROUP MEMBERS: CROSSPOINT VENTURE PARTNERS 2000Q, LP GROUP MEMBERS: CROSSPOINT VENTURE PARTNERS LS 1999, LP GROUP MEMBERS: CROSSPOINT VENTURE PARTNERS LS 2000, LP GROUP MEMBERS: JOHN B. MUMFORD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALLIDUS SOFTWARE INC CENTRAL INDEX KEY: 0001035748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770438629 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79496 FILM NUMBER: 05654084 BUSINESS ADDRESS: STREET 1: 160 WEST SANTA CLARA STREET STREET 2: 15TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: TALLYUP SOFTWARE INC DATE OF NAME CHANGE: 19980807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CROSSPOINT VENTURE PARTNERS 1997 L P /DE/ CENTRAL INDEX KEY: 0001050241 IRS NUMBER: 770488512 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PIONEER HOTEL BUILDING STREET 2: 2925 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 BUSINESS PHONE: 6508517600 MAIL ADDRESS: STREET 1: PIONEER HOTEL BUILDING STREET 2: 2925 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 SC 13G/A 1 a05-4403_1sc13ga.htm SC 13G/A

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.  1 )1

 

Callidus Software

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

13123E500

(CUSIP Number)

 

12/31/04

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

1The 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).

 

1


 

 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Crosspoint Venture Partners 1997, LP, a California limited partnership (“CVP 1997”)
77-0468512

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California Limited Partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
906,673

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
906,673

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
906,673

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.71%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Associates 1997, LLC, a California limited liability company (“CA 1997”)
77-0468508

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California Limited Liability Company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
906,673 shares, of which 906,673 are directly held by CVP 1997.  CA 1997 is the general partner of CVP 1997.

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
906,673 shares, of which 906,673 are directly held by CVP 1997.  CA 1997 is the general partner of CVP 1997.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
906,673

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.71%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Venture Partners LS 1999, LP, a California limited partnership (“CVP 1999”)
94-3337979

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California Limited Partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
353,773

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
353,773

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
353,773

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.45%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Associates 1999, LLC, a California limited liability company (“CA 1999”)
94-3326176

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California Limited Liability Company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
353,773 shares, of which 353,773 are directly held by CVP 1999.  CA 1999 is the general partner of CVP 1999.

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
353,773 shares, of which 353,773 are directly held by CVP 1999.  CA 1999 is the general partner of CVP 1999.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
353,773

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.45%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Venture Partners 2000, LP, a California Limited Partnership (“CVP 2000”)
94-3344867

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California Limited Partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
242,483

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
242,483

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
242,483

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
.99%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Venture Partners LS 2000, LP, a California limited partnership (“CVP LS 2000”)
94-3359922

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California Limited Parnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
3,144,502

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
3,144,502

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,144,502

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.88%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

7


 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Venture Partners 2000Q, LP, a California Limited Partnership (“CVP 2000Q”)
94-3344868

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California Limited Partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
2,119,270

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
2,119,270

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,119,270

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.68%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Crosspoint Associates 2000, LLC, a California limited liability company (“CA 2000”)
94-3344866

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California Limited Liability Company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
5,506,255 shares, of which 242,483 shares are directly held by CVP 2000, 3,144,502 shares are directly held by CVP LS 2000 and 2,119,270 shares are directly held by CVP 2000Q.  CA 2000 is the general partner of CVP 2000, CVP LS 2000 and CVP 2000Q.

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
5,506,255 shares, of which 242,483 shares are directly held by CVP 2000, 3,144,502 shares are directly held by CVP LS 2000 and 2,119,270 shares are directly held by CVP 2000Q.  CA 2000 is the general partner of CVP 2000, CVP LS 2000 and CVP 2000Q.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,506,255

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
22.55%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

9


 

CUSIP No.  13123E500

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John B. Mumford

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
6,766,701 shares, of which 906,673 shares are directly held by CVP 1997, 353,773 shares are directly held by CVP 1999, 242,483 shares are directly held by CVP 2000, 3,144,502 shares are directly held by CVP LS 2000 and 2,119,270 shares are directly held by CVP 2000Q.  CA 1997 is the general partner of CVP 1997.  CA 1999 is the general partner of CVP 1999.  CA 2000 is the general partner of CVP 2000, CVP LS 2000 and CVP 2000Q.  Mr. Mumford is a general partner of CA 1997, CA1999 and CA 2000.  Mr. Mumford disclaims beneficial ownership of the shares held directly by CVP 1997, CVP 1999, CVP 2000, CVP LS 2000 and CVP 2000Q.

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
6,766,701 shares, of which 906,673 shares are directly held by CVP 1997, 353,773 shares are directly held by CVP 1999, 242,483 shares are directly held by CVP 2000, 3,144,502 shares are directly held by CVP LS 2000 and 2,119,270 shares are directly held by CVP 2000Q.  CA 1997 is the general partner of CVP 1997.  CA 1999 is the general partner of CVP 1999.  CA 2000 is the general partner of CVP 2000, CVP LS 2000 and CVP 2000Q.  Mr. Mumford is a general partner of CA 1997, CA 1999 and CA 2000.  Mr. Mumford disclaims beneficial ownership of the shares held directly by CVP 1997, CVP 1999, CVP 2000, CVP LS 2000 and CVP 2000Q.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,766,701

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
27.71%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

10


 

CUSIP No.  13123E500

 

Item 1.

 

(a)

Name of Issuer
Callidus Software, Inc.

 

(b)

Address of Issuer's Principal Executive Offices
160 West Santa Clara Street, 15th Floor
San Jose, CA 95113

 

Item 2.

 

(a)

Name of Person Filing
Crosspoint Venture Partners 1997, LP
Crosspoint Associates 1997, LLC
Crosspoint Venture Partners LS, 1999 LP
Crosspoint Associates 1999, LLC
Crosspoint Venture Partners 2000, LP
Crosspoint Venture Partners LS 2000, LP
Crosspoint Venture Partners 2000 Q, LP
Crosspoint Associates 2000, LLC
John B. Mumford

 

(b)

Address of Principal Business Office or, if none, Residence
2925 Woodside Road
Woodside, CA  94062

 

(c)

Citizenship
The entities listed in Item 2(a) are California Limited Partnerships and California Limited
Liability Companies.  The individual listed in Item 2(a) is a United States citizen.

 

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
13123E500

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:

 

 

 

Not Applicable

Item 4.

Ownership

 

 

 

 

See Items 5-11 of cover sheets hereto

 

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.  Not Applicable

 

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 or Control Person

Not Applicable

 

11


 

CUSIP No.  13123E500

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certifications

Not Applicable

[The remainder of this page intentionally left blank]

 

12


 

CUSIP No.  13123E500

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: March 2, 2005

 

 

 

 

 

 

 

JOHN B. MUMFORD

 

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

 

Dede Barsotti,

 

 

 

 

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS 1997, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

 

By: Crosspoint Associates 1997, LLC, a California Limited Liability Company, its General Partner

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS LS 1999, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

By: Crosspoint Associates 1999, LLC, a California Limited Liability Company, its General Partner

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS 2000, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

CROSSPOINT VENTURE PARTNERS LS 2000, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

CROSSPOINT VENTURE PARTNERS 2000 Q, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

 

 

 

 

By: Crosspoint Associates 2000, LLC, a California Limited Liability Company, its General Partner

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

13


 

CUSIP No.  13123E500

EXHIBIT A

 

Agreement of Joint Filing

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Act the statement dated March 2, 2005 containing the information required by Schedule 13G, for the securities of Callidus Software, held by Crosspoint Venture Partners 1997, LP, Crosspoint Venture Partners LS, 1999 LP, Crosspoint Venture Partners 2000, LP, Crosspoint Venture Partners LS 2000, LP, and Crosspoint Venture Partners 2000 Q, LP, each a California limited partnership, and with respect to the general partners, such other holdings as may be reported therein.

 

JOHN B. MUMFORD

 

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

 

Dede Barsotti,

 

 

 

 

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS 1997, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

 

By: Crosspoint Associates 1997, LLC, a California Limited Liability Company, its General Partner

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS LS 1999, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

By: Crosspoint Associates 1999, LLC, a California Limited Liability Company, its General Partner

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

 

 

 

 

 

CROSSPOINT VENTURE PARTNERS 2000, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

CROSSPOINT VENTURE PARTNERS LS 2000, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

CROSSPOINT VENTURE PARTNERS 2000 Q, LP, A CALIFORNIA LIMITED PARTNERSHIP

 

 

 

 

 

 

By: Crosspoint Associates 2000, LLC, a California Limited Liability Company, its General Partner

 

 

 

 

 

 

Signature

/s/ Dede Barsotti

 

 

 

Dede Barsotti, Attorney-in-Fact

 

14