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 (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)

                                   ----------

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))

================================================================================



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
                                                     ---------------------------
                                              Name:  Ronald J. Fior
                                              Title: Vice President, Finance and
                                                     Chief Financial Officer



                                  EXHIBIT INDEX

99.1     Press release of Registrant dated September 12, 2005.

EX-99.1

                                                                    Exhibit 99.1

         CALLIDUS SOFTWARE APPOINTS MICHELE PATTON TO BOARD OF DIRECTORS

       ACCOMPLISHED HUMAN RESOURCES EXECUTIVE WITH EXTENSIVE EXPERIENCE IN
                       COMPENSATION TO EXPAND BOARD DEPTH

    SAN JOSE, Calif., Sept. 12 /PRNewswire-FirstCall/ -- Callidus Software
Inc. (Nasdaq: CALD), a leader in Enterprise Incentive Management (EIM), today
announced the appointment of Michele Patton to its Board of Directors.  Ms.
Patton was most recently vice president, global centers of expertise at Sun
Microsystems. Prior to this she held senior HR and compensation posts at
StorageTek, EDS and JP Morgan. Ms. Patton has more than 20 years of hands-on
experience choosing, implementing and managing a wide variety of human
resources products and services including compensation programs and
information systems.  She will join the Board of Directors as an independent
director and serve on the Compensation and Nominating and Corporate Governance
Committees.  Ms. Patton holds a Bachelor of Arts in East Asian
Studies/Economics from Wesleyan University.

    The Company also announced the resignation of Terry Opdendyk from the Board
of Directors after years of dedicated service as a director. Mr. Opdendyk is the
founder of Onset Ventures, which made the initial investment in Callidus more
than eight years ago.

    "Michele brings the voice of our customers right into the board room. Her
vast knowledge of corporate compensation issues and programs, as well as her
broad understanding of the decision-making processes used to evaluate and select
information solutions at multi-national corporations gives her a unique
perspective on the EIM market," stated Mike Braun, chairman of the Board of
Callidus Software. "We are very excited to have her join the Board."

    "I am honored to be joining Callidus Software. The company has a wonderful
reputation with its customers and is a clear market leader. Bringing a voice
like mine to the board speaks volumes about the dedication and vision of this
team," said Ms. Patton. "I look forward to using my knowledge and experience to
help Callidus grow."

    "Given that Terry's business is early stage investing it is understandable
and appropriate for him to cycle off our board at this time," Braun continued.
"His commitment and tireless efforts on behalf of the company have been
fantastic. On behalf of the entire Board of Directors and company, I want to
extend our thanks and appreciation."

    "All of us at Onset Ventures are proud of Callidus," said Mr. Opdendyk.
"Building a market leader is no easy task, and the people of Callidus have done
it! And I am delighted to have Robert Youngjohns, a great business leader and
manager, join the Callidus team in helping the company realize its potential. My
long association with Callidus has been a terrific experience, and I thank
everyone for that opportunity."

    About Callidus Software

    Founded in 1996, Callidus Software Inc. (www.callidussoftware.com) is a
leading enterprise incentive management (EIM) provider to global companies
across multiple industries. Callidus Software's EIM systems allow enterprises to
develop and manage incentive compensation linked to the achievement of strategic
business objectives. Through its TrueComp Grid architecture, Callidus Software
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, SBC Communications and Sun
Microsystems. Callidus Software is publicly traded on the NASDAQ under the
symbol CALD.

    NOTE: Callidus Software, the Callidus Software logo, TrueComp, TrueComp
Grid, TrueInformation, and TrueResolution are trademarks of Callidus Software
Inc. All other trademarks are the property of their respective owners.

SOURCE  Callidus Software
    -0-                             09/12/2005
    /CONTACT:  Jock Breitwieser of Callidus Software Inc., +1-408-975-6683, or
pr@callidussoftware.com/
    /Web site:  http://www.callidussoftware.com /

- -