8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


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): April 11, 2005

CALLIDUS SOFTWARE INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-50463	77-0438629
(Commission File Number)	(IRS Employer Identification No.)
160 W. Santa Clara St., 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)

     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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant's Business and Operations

   Item 1.01. Entry into a Material Definitive Agreement

The information set forth in Item 5.02 is incorporated herein by reference.

Section 5 – Corporate Governance and Management

   Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On April 11, 2005, William B. Binch was appointed to the Board of Directors of Callidus Software Inc. as a Class II Director. Mr. Binch has informed Callidus that he will stand for re-election as a Class II Director at the annual meeting to be held on June 7, 2005. Mr. Binch will serve on the Audit Committee and the Compensation Committee. On April 11, 2005, the Company issued a press release announcing Mr. Binch’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 Mr. Binch and any other persons pursuant to which Mr. Binch was selected as a director. Mr. Binch has not entered into any transaction with Callidus that is required to be disclosed under Item 404(a) of Regulation S-K. Mr. Binch will be compensated for his service on the Board of Directors in accordance with Callidus’ director compensation policy. As part of this policy, Mr. Binch 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 his outstanding options in the event of a change of control of Callidus.

Mr. R. David Spreng, who is also currently serving as a Class II Director, will not stand for re-election to the Board of Directors at the annual meeting on June 7, 2005 due to his other personal and professional commitments.

Section 9 - Financial Statements and Exhibits

   Item 9.01 Financial Statements and Exhibits

      (c) Exhibits

            99.1 Press Release, dated April 11, 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:	April 12, 2005	By:	/s/ Ronald J. Fior
			Name:	Ronald J. Fior
			Title:	Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

99.1          Press Release, dated April 11, 2005.

EX-99.1

Callidus Software Appoints William B. Binch
to Board of Directors

Independent Director brings Extensive Sales, Applications and Analytics
Experience to Enterprise Incentive Management Leader

SAN JOSE, CA – April 11, 2005 – Callidus Software Inc. (Nasdaq: CALD), a leader in the Enterprise Incentive Management (EIM) industry, today announced the appointment of William B. Binch to its board of directors. Mr. Binch, has extensive experience in worldwide sales of enterprise software for industry leaders such as Hyperion, Oracle, Business Objects, Prism and IBM. Mr. Binch is currently a director of SPSS (Nasdaq: SPSS) a $230M leader in predictive analytics software. Most recently he was CEO of seeCommerce, an application software company, where he continues to serve as executive chairman of the board. He will join the Callidus board as an independent director.

“When it comes to growing software sales, Bill has led the charge from some of the best vantage points in the industry. His experience in, and knowledge of the analytics market are very relevant to our future,” said Mike Braun, chairman of the board of Callidus Software. “I expect he will contribute significantly to our company and board as Callidus continues its leadership in the EIM space.”

Mr. Binch currently serves on two other boards: Medefinance, an application service provider of financial and analytical resources to the healthcare industry and Saama Technologies, a consulting and system integration firm specializing in business intelligence and analytics. Previously, Mr. Binch was senior vice president of worldwide operations at Hyperion Solutions, a business performance systems company, and was a senior executive at Business Objects and Prism, two business intelligence and data warehousing companies. Mr. Binch also served for five years at Oracle, ultimately as vice president of strategic accounts and has held executive sales positions at IBM, Itel, and Fortune Systems.

“I am really looking forward to the opportunity to contribute to Callidus,” said Mr. Binch. “Callidus has had a track-record of successful EIM deployments including many large, reference able customers in what analysts see as a growing market.”

Mr. Binch holds a BS, IEfrom the University of Maryland following which he spent five years in the United States Marines rising to the level of Captain.

About Callidus Software
Founded in 1996, Callidus Software (www.CallidusSoftware.com) is an industry leading enterprise incentive management (EIM) provider to global companies across multiple industries. Callidus' EIM systems allow enterprises to develop and manage incentive compensation linked to the achievement of strategic business objectives. Through its TrueComp® Grid architecture, Callidus delivers the industry’s only EIM solution that combines the power and scalability of grid computing with the flexibility of rules-based

interface. Customers/Partners include AOL Time Warner Corporation, AT&T Wireless, BMC Software, CUNA Mutual, Dun & Bradstreet, IBM, Pennzoil-Quaker State Company, SBC Communications and Sun Microsystems. Callidus is publicly traded on the Nasdaq under the symbol CALD.

Note on Forward-Looking Statements
The forward looking statements included in this press release, including statements regarding the growth potential of the EIM market reflect management's best judgment based on factors currently known and involve risks and uncertainties. These risks and uncertainties include, but are not limited to, potential material fluctuations in financial results and future growth rates, risk associated with development and market acceptance of new products and product enhancements, decreases in customer spending, increased competition or new entrants in the marketplace and other risks detailed in Callidus Software’s SEC reports, (including its 10-K and 10-Q), copies of which may be obtained by contacting the company’s Investor Relations department at 408-808-6577, or the Investor Relations section of Callidus Software's Website: (www.callidussoftware.com). Actual results may differ materially from those presently reported. Callidus assumes no obligation to update the information contained in this release.

(c) 2005 by Callidus Software Inc. All rights reserved. Callidus Software, the Callidus Software logo, Everyone Profits, TrueChannel, TrueComp, TrueComp Grid, TrueInformation, TruePerformance, TrueReferral, and TrueResolution are trademarks of Callidus Software Inc. All other trademarks are the property of their respective owners.

Press Contact:
Jane Le Fevre
Callidus Software Inc.
(408) 808-6511
pr@callidussoftware.com