0001104659-13-089172.txt : 20131210 0001104659-13-089172.hdr.sgml : 20131210 20131209184855 ACCESSION NUMBER: 0001104659-13-089172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131209 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20131210 DATE AS OF CHANGE: 20131209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALLIDUS SOFTWARE INC CENTRAL INDEX KEY: 0001035748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770438629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50463 FILM NUMBER: 131266677 BUSINESS ADDRESS: STREET 1: 6200 STONERIDGE MALL ROAD STREET 2: SUITE 500 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 925-251-2200 MAIL ADDRESS: STREET 1: 6200 STONERIDGE MALL ROAD STREET 2: SUITE 500 CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: TALLYUP SOFTWARE INC DATE OF NAME CHANGE: 19980807 8-K 1 a13-25958_18k.htm 8-K

 

 

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: December 9, 2013

(Date of earliest event reported)

 

Callidus Software Inc.

(Exact name of registrant as specified in its charter)

 

CA

 

000-50463

 

77-0438629

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

6200 Stoneridge Mall Road, Suite 500
Pleasanton, California

 (Address of principal executive offices)

 

94588

 (Zip Code)

 

(925) 251-2200

(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:

 

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

 

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

 

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))

 

 

 


 

Item 3.02                                           Unregistered Sales of Equity Securities.

 

On December 9, 2013, Callidus Software Inc. (“Company”) entered into a privately negotiated agreement with a holder of the Company’s issued and outstanding 4.75% Convertible Senior Notes due 2016 (“Notes”), under which the Company agreed to issue an aggregate of 4,067,162 shares (“Shares”) of its common stock, par value $0.001 per share (“Common Stock”), in exchange for $31,368,000 in aggregate principal amount of Notes held by the exchanging holder.  The Shares issued in this transaction equals the number of shares of common stock presently issuable upon conversion of the Notes held by holder under the original terms of the Notes.  In connection with this transaction, the Company paid the holder of the Notes a negotiated market-based premium in cash and an additional 33,755 shares of Common Stock (“Stock Inducement”). The transactions provided in the agreement closed December 9, 2013, and the issuance of Common Stock consisting of the Shares and the Stock Inducement was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The Company evaluates its capital structure alternatives from time to time. The foregoing transaction reflects the Company’s opportunistic approach to reducing outstanding indebtedness and corresponding cash interest payments, and simplifying the Company’s capital structure, as favorable exchange terms are available.

 

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SIGNATURE

 

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.

 

Dated: December 9, 2013

CALLIDUS SOFTWARE INC.

 

 

 

By:

/s/ Bob L. Corey

 

 

Bob L. Corey

 

 

Senior Vice President, Chief Financial Officer

 

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