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EX-10.19 - EXHIBIT 10.19 - CALLIDUS SOFTWARE INCversatareselleragreement-u.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
 
 
ý
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
Or
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number: 000-50463
Callidus Software Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
77-0438629
(I.R.S. Employer
Identification Number)
4140 Dublin Boulevard, Suite 400
Dublin, California 94568
(Address of principal executive offices, including zip code)
(925) 251-2200
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share
Preferred Stock Purchase Rights
 
The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨






Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated file¨
 
Accelerated filer ý
 
Non-accelerated filer ¨
(Do not check if a
smaller reporting company)
 
Small reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, based on the closing sale price of the Registrant's common stock on June 30, 2014, as reported on the NASDAQ Global Market, was approximately $564.0 million. Shares of common stock held by each executive officer and director and by each person who may be deemed to be an affiliate of the Registrant have been excluded from this computation. The determination of affiliate status for this purpose is not necessarily a conclusive determination for other purposes. As of February 17, 2015, the Registrant had 49,075,288 shares of its common stock, $0.001 par value, outstanding..






EXPLANATORY NOTE
Callidus Software Inc. (“Company”) is filing this Amendment No. 1 on Form 10-K (“Amendment No. 1”) to its Annual Report on Form 10-K for the year ended December 31, 2014, originally filed with the Securities and Exchange Commission (“Commission”) on March 2, 2015 (“Form 10-K”), for the sole purpose of providing a revised copy of Exhibit 10.19 to include certain information that was previously omitted from Exhibit 10.19 pursuant to a request for confidential treatment made by the Company.  The Company has withdrawn its request for confidential treatment with respect to the specific portions of Exhibit 10.19 that were previously omitted.  This Amendment No. 1 does not reflect events occurring after the original filing date of the Form 10-K, nor does it modify or update those disclosures affected by subsequent events, and this Amendment No. 1 should be read in conjunction with the Form 10-K and our other filings with the Commission.
 
 






CALLIDUS SOFTWARE INC.
AMENDMENT NO. 1 TO
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2014
TABLE OF CONTENTS
 
 
 
 
PART IV
Item 15.
Exhibits and Financial Statement Schedules
1
Exhibit Index
 
2
Signatures
 
4
 








PART IV
Item 15.      Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report:

1.    Consolidated financial statements.    The consolidated financial statements are included in Item 8 of the original Annual Report on Form 10-K for the year ended December 31, 2014.
2.     All schedules have been omitted because they are either not required or not applicable, or the required information is included in the consolidated financial statements or the notes thereto.
3. Exhibits. The exhibits listed in the accompanying Exhibit Index are filed as part of this Amendment No. 1 to Annual Report on Form 10-K.
 
 
 

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EXHIBIT INDEX
Exhibit
Number
 
Description
 
2.1
 
Agreement, dated September 15, 2014, between the vendors set forth therein, Callidus Software Inc. and Dorset Acquisition Corp (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Commission on September 17, 2014).
3.1
 
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-109059) filed with the Commission on September 23, 2003, and declared effective on November 19, 2003).
3.2
 
Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-Q filed with the Commission on November 5, 2010)
4.1
 
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4, filed with the Commission on November 7, 2003, to the Registrant's Registration Statement on Form S-1 (File No. 333-109059) filed with the Commission on September 23, 2003, and declared effective on November 19, 2003)
10.1
 
Office Lease Agreement between 6200 Stoneridge Mall Road Investors LLC and Callidus Software Inc. dated March 30, 2010 (incorporated by reference to Exhibit 10.25 to the Registrant's Form 10-Q filed with the Commission on May 7, 2010)
10.2
 
Second Amendment to Office Lease Agreement between 6200 Stoneridge Mall Road Investors LLC and Callidus Software Inc. dated December 27, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K filed with the Commission on March 13, 2012)
10.3
 
Third Amendment to Office Lease Agreement between 6200 Stoneridge Mall Road Investors LLC and Callidus Software Inc. dated October 1, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed with the Commission on November 5, 2014)
#10.4
 
Sublease between Oracle America, Inc. and Callidus Software Inc. dated October 3, 2014
10.5+
 
1997 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Registration Statement on Form S-1 (File No. 333-109059) filed with the Commission on September 23, 2003, and declared effective on November 19, 2003)
10.6+
 
Amended and Restated 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.3.1 to the Company's Form 10-Q filed with the Commission on August 9, 2010)
10.7+
 
Forms of Stock Option Agreement and Restricted Stock Unit Agreement under the 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K filed with the Commission on March 10, 2014)
10.8+
 
2013 Stock Incentive Plan and Forms of Restricted Stock Unit Agreement and Stock Option Agreement (incorporated by reference to Exhibit 99.1 to the Registrant's Form S-8 (File No. 333-189416) filed with the Commission on June 18, 2013)
10.9+
 
Amended and Restated Employee Stock Purchase Plan, and enrollment forms (incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-K filed with the Commission on March 10, 2014)
10.10+
 
Executive Incentive Bonus Plan, effective January 27, 2014 (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K filed with the Commission on January 31, 2014)
10.11
 
Form of Non-Employee Director Offer Letter (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q filed with the Commission on August 4, 2014)
#10.12+
 
Form of Executive Change of Control Agreement
#10.13+
 
Form of Director Change of Control Agreement
#10.14
 
Form of Indemnification Agreement
10.15+
 
Amendment dated November 20, 2007 to Offer Letter Between Callidus Software Inc. and Leslie J. Stretch (incorporated by reference to Exhibit 10.16 to the Registrant's Form 10-K filed with the Commission on March 10, 2014)
#10.16+
 
Offer Letter with Jimmy Duan dated September 24, 2008
10.17+
 
Employment Agreement with Bob L. Corey dated April 30, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q filed with the Commission on November 7, 2013)
10.18
 
Credit Agreement by and among Wells Fargo Bank, National Association, as administrative agent, the lender that is a party thereto, and Callidus Software Inc., dated as of May 13, 2014 (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed with the Commission on May 13, 2014)
##10.19
 
Agreement between Callidus Software Inc. and Versata Software, Inc., Versata Development Group, Inc., and Versata, Inc. dated November 13, 2014
#23.1
 
Consent of Independent Registered Public Accounting Firm
#31.1
 
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted by Section 302 of the of the Sarbanes-Oxley Act of 2002
#31.2
 
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted by Section 302 of the of the Sarbanes-Oxley Act of 2002
##31.3
 
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted by Section 302 of the of the Sarbanes-Oxley Act of 2002

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##31.4
 
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted by Section 302 of the of the Sarbanes-Oxley Act of 2002
#32.1
 
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
#101
 
Interactive Data Files Pursuant to Rule 405 of Regulations S-T (XBRL)
________________________________________________________________________________________________________________
#   Previously filed with Annual Report on Form 10-K for year ended December 31, 2014.
##    Filed herewith.
+    Management contract or compensatory plan or arrangement

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 1, 2015.
 
 
 
 
 
CALLIDUS SOFTWARE INC.
 
 
 
 
By:
/s/ BOB L. COREY
 
 
Bob L. Corey
 Senior Vice President, Chief Financial Officer
 
 
 


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EXHIBIT 31.3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Leslie J. Stretch, certify that:
 
 
 
 
1.
I have reviewed this amendment no. 1 to annual report on Form 10-K of Callidus Software Inc.; and
 
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
 
 
Date: May 1, 2015
 
 
/s/ LESLIE J. STRETCH
 
Leslie J. Stretch
 
President and Chief Executive Officer
 
(Principal Executive Officer)


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EXHIBIT 31.4
 CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Bob L. Corey, certify that:
 
 
 
 
 
1.
I have reviewed this amendment no. 1 to annual report on Form 10-K of Callidus Software Inc.; and
 
 
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
 
 
 
 
 
Date: May 1, 2015
 
 
/s/ BOB L. COREY
 
Bob L. Corey
 
Senior Vice President, Chief Financial Officer
 
(Principal Financial Officer)
 
 


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