-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3rEqa4L2JbmaUjdZOPkBdeBLEpTitP+Riu05cdM2SJNG9QxVTKEsKyKkJieEWB8 WrWWC3GDES4v2nFmK3ogYQ== 0000950134-04-016937.txt : 20041110 0000950134-04-016937.hdr.sgml : 20041110 20041109161027 ACCESSION NUMBER: 0000950134-04-016937 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041105 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50463 FILM NUMBER: 041129775 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 8-K 1 f03179e8vk.htm FORM 8-K e8vk
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UNITED STATES
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): November 5, 2004

CALLIDUS SOFTWARE INC.

(Exact Name of Registrant
as Specified in Charter)
         
Delaware
(State or Other Jurisdiction of Incorporation) 		  000-50463
(Commission File Number) 		  77-0438629
(IRS Employer Identification No.)
     
160 W. Santa Clara Street, Suite 1500
San Jose, CA
(Address of Principal Executive Offices) 		 
95113
(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))

 

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 10.24.1

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Item 1.01. Entry into a Material Definitive Agreement.

     On November 5, 2004, Callidus Software Inc. and David B. Pratt agreed to extend the term of Mr. Pratt’s initial employment with Callidus as its President and CEO for an additional six month term beginning on December 25, 2004. The agreement extends the terms of the employment offer letter entered into between Mr. Pratt and Callidus on July 14, 2004 and also provides that subject to the continued employment of Mr. Pratt under the terms of such letter agreement, as extended, effective as of November 30, 2004, Callidus will grant Mr. Pratt an option to purchase 120,000 shares of Callidus’ common stock pursuant to the terms of the 2003 Stock Incentive Plan and standard form of option agreement authorized there under (other than with respect to vesting terms described herein). The option will vest as to 20,000 shares each month beginning on December 25, 2004. The full text of the extension letter is attached hereto as Exhibit 10.24.1.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

     10.24.1 Employment Offer Letter Extension Agreement by and between David B. Pratt and Callidus Software Inc., dated November 5, 2004.

 

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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: November 9, 2004  By:   /s/ RONALD J. FIOR    
    Name:   Ronald J. Fior   
    Title:   Chief Financial Officer,
Vice President, Finance 		  
 

 

Table of Contents

Exhibit Index

     10.24.1 Employment Offer Letter Extension Agreement by and between David B. Pratt and Callidus Software Inc., dated November 5, 2004.

 

EX-10.24.1 2 f03179exv10w24w1.txt EXHIBIT 10.24.1 EXHIBIT 10.24.1 November 5, 2004 Mr. David B. Pratt 12324 Melody Lane Los Altos Hills, CA 94022 RE: YOUR EMPLOYMENT WITH CALLIDUS SOFTWARE INC. REF: YOUR OFFER LETTER DATED JULY 14, 2004 Dear David: Pursuant to our discussions, on behalf of the Board of Directors, I am pleased to extend your "Initial Employment" as President and CEO, reporting to the Board of Directors of Callidus Software Inc., for an additional six (6) months beginning December 25, 2004. Other than the revised dates, the terms of such extension shall be equivalent to the terms of the above-referenced Offer Letter in all other respects, including but not limited to the Employment Agreement. Subject to your remaining employed during this extension and as a further incentive, effective November 30, 2004, you will be granted an option to purchase 120,000 shares of Callidus Software Inc. common stock which shall vest 20,000 shares per month beginning on December 25, 2004. Should your employment be terminated for any reason, only the shares for the month in which you last worked shall be vested and all subsequent remaining shares of the 120,000 shall be surrendered, subject to the terms and conditions of the Company's stock plan. David, on behalf of Callidus Software, we very much look forward to your acceptance of this extension. I have enclosed two executed copies of this letter. As evidence of your acceptance, please sign both letters and return one original, along with the signed Employment Agreement, to Brian Cabrera, General Counsel, not later than 5:00PM, November 20, 2004. Sincerely, /s/ Michael A. Braun Michael A. Braun Chairman, Board of Directors Agreed and Accepted: /s/ David B. Pratt Date: November 5, 2004 ------------------------------ David B. Pratt -----END PRIVACY-ENHANCED MESSAGE-----