8-K

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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): February 27, 2006

                             CALLIDUS SOFTWARE INC.
               (Exact Name of Registrant as Specified in Charter)

            Delaware                   000-50463               77-0438629
        (State or Other               (Commission             (IRS Employer
 Jurisdiction of Incorporation)       File Number)         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)

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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))

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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 February 27, 2006, the Board of Directors appointed Charles M. Boesenberg to
the Board of Directors of Callidus Software Inc. ("Callidus") effective February
27, 2006 as a Class III Director. Mr. Boesenberg will stand for re-election as a
Class III Director at the annual meeting of stockholders of Callidus to be held
in 2006. Mr. Boesenberg will also serve on the Audit Committee. On February 27,
2006, Callidus issued a press release announcing Mr. Boesenberg'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.
Boesenberg and any other persons pursuant to which Mr. Boesenberg was selected
as a director. Mr. Boesenberg has not entered into any transaction with Callidus
that is required to be disclosed under Item 404(a) of Regulation S-K. Mr.
Boesenberg will be compensated for his service on the Board of Directors in
accordance with Callidus' director compensation policy. As part of this policy,
Mr. Boesenberg 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

         99.1 Press Release, dated February 27, 2006.



                                   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: February 27, 2006                     By:    /s/ Brian E. Cabrera
                                                   -----------------------------
                                            Name:  Brian E. Cabrera
                                            Title: Vice President of Operations
                                                   and General Counsel



                                  EXHIBIT INDEX

99.1     Press release of Registrant dated February 27, 2006.

EX-99.1

                                                                    Exhibit 99.1

[LOGO OF CALLIDUS SOFTWARE(R)]                                     NEWS RELEASE

     CALLIDUS SOFTWARE APPOINTS CHARLES M. BOESENBERG TO BOARD OF DIRECTORS

SAN JOSE, Calif., February 27, 2006 -- Callidus Software Inc. (NASDAQ: CALD),
the leader in Enterprise Incentive Management (EIM), announced the appointment
of Charles Boesenberg to its Board of Directors. Mr. Boesenberg is CEO and
Chairman of the Board of NetIQ, a leading provider of e-business and
infrastructure management and intelligence solutions. Mr. Boesenberg, a 30-year
veteran in the technology industry, has an exceptional track record in leading
large organizations.

He currently serves on the Boards of Maxtor Corporation and Onyx Software
Corporation, and he previously served on the Boards of Macromedia and Symantec
Corporation.

"When it comes to growing a software business, Chuck has led the charge from
some of the best vantage points in the industry. He has the ability to
conceptualize and champion clear business strategies while staying focused on
achieving operational results," said Mike Braun, Chairman of the Board of
Callidus Software. "He has an exceptional track record of accelerating growth in
technology businesses and building organizations that distinguish themselves in
tough, competitive environments. I expect he will contribute significantly to
our company and Board as Callidus continues its leadership in the EIM space."

Mr. Boesenberg added, "Callidus is a company poised for growth with a
track-record of successful deployments in some of the world's largest companies,
in what analysts see as a growing market. I am excited to join the Board of
Directors at this time, as the company transitions into a significant enterprise
with continued leadership in the EIM market," continued Boesenberg. "I clearly
understand how incentives drive behavior and that incentive compensation is
mission-critical to large enterprises, as it drives much of the behavior that
supports corporate strategy."

Robert Youngjohns, President and CEO of Callidus Software added, "I am excited
to have Chuck join our Board of Directors. His ability to spearhead change,
drive growth and forge alliances will be a huge asset as we continue to build
Callidus' leadership in EIM and Sales Performance Management solutions".



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(R) 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 7-Eleven, Accenture, CUNA Mutual, HP, IBM, Philips
Medical Systems, Sprint Nextel, Sun Microsystems, Time Warner Corporation and
Wachovia. Callidus is publicly traded on the NASDAQ under the symbol CALD.

ABOUT NETIQ

NetIQ is a leading provider of integrated systems and security management
solutions that empower IT organizations with the knowledge and ability necessary
to assure IT service. NetIQ's Knowledge-Based Service Assurance products and
solutions include embedded knowledge and tools to implement industry best
practices and to better ensure operational integrity, manage service levels and
risk, and ensure policy compliance. NetIQ's modular, best-of-breed solutions for
Performance & Availability Management, Security Management, Configuration &
Vulnerability Management, and Operational Change Control integrate through an
open, service-oriented architecture allowing for common reporting, analytics and
dashboards. For more information about NetIQ, visit www.netiq.com or call (888)
323-6768.

NOTE ON FORWARD-LOOKING STATEMENTS

The forward looking statements included in this press release, including with
respect to Callidus' being poised for growth, its transitioning into a
significant enterprise, and its ability to continue to lead and build on growth
in the EIM and Sales Performance Management solutions markets, 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, timing and size of software license orders, management's ability to
successfully implement its business plan, changes in executive management,
potential material fluctuations in financial results and future growth rates,
decreases in customer spending, increased competition or new entrants in the
marketplace, litigation and other risks detailed in Callidus' reports filed with
the Securities and Exchange Commission (SEC), including its Form 10-K and Form
10-Qs, copies of which may be obtained by contacting Callidus Software's
Investor Relations department at 408-808-6577, or from the Investor Relations
section of Callidus Software's website (www.callidussoftware.com). Actual
results may differ materially from those presently reported. We assume no
obligation to update the information contained in this release.

(C) 2006 Callidus Software Inc. All rights reserved. Callidus Software, the
Callidus Software logo, Callidus TrueAnalytics, TrueChannel, TrueComp, TrueComp
Datamart, TrueComp Grid, TrueComp Manager, TrueInformation, TrueIntegration,
TruePerformance, TrueReferral, TrueResolution, TrueService and TrueSupport are
trademarks of Callidus Software Inc. in the United States and other countries.
All other brand, service or product names are trademarks or registered
trademarks of their respective companies or owners.

PRESS CONTACT:

Jock Breitwieser
Callidus Software Inc.
(408) 975-6683
pr@callidussoftware.com