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): April 5, 2018

Callidus Software Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50463	77-0438629
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4140 Dublin Boulevard, Suite 400, Dublin, California 94568

(Address of principal executive offices)

Registrant’s telephone number, including area code: (925) 251-2200

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:

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

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

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 5, 2018, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of January 29, 2018 (the “Merger Agreement”), by and among Callidus Software Inc., a Delaware corporation (the “Company”), SAP America, Inc., a Delaware corporation (“Parent”), and Emerson One Acquisition Corp., a Delaware corporation and (prior to the Merger) a wholly-owned subsidiary of Parent (“Merger Sub”), the Company and Parent completed the previously announced merger (the “Merger”) of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) in the Merger. At the effective time of the Merger (the “Effective Time”), the Company became a wholly-owned subsidiary of Parent.

Common Stock. At the Effective Time, each share of Company common stock, par value $0.001 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $36.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”), other than shares held by the Company as treasury stock or owned of record by any of the Company’s wholly-owned subsidiaries, which shares were cancelled without payment.

Stock Options. At the Effective Time, each Company stock option that was unexpired, unexercised and outstanding as of the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive from the Surviving Corporation an amount in cash equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company stock option and (y) the excess, if any, of the per share Merger Consideration over the applicable per share exercise price of such Company stock option.

Vested RSUs and PSUs. At the Effective Time, each time-based restricted stock unit (“RSU”) or performance-based restricted stock unit (“PSU”) that was vested but not yet settled as of the Effective Time was cancelled in exchange for the right to receive the per share Merger Consideration in respect of each vested and unissued share of Company Common Stock underlying such RSU or PSU.

Unvested RSUs. At the Effective Time, each RSU granted prior to January 29, 2018 (other than RSUs held by the Company’s non-employee directors), that remained outstanding immediately prior to, and was not vested immediately prior to, the Effective Time was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Company Common Stock underlying such RSU, with such right to vest and become payable by the Surviving Corporation on the date upon which each such corresponding RSU would have vested under the time-based vesting terms and conditions (including any “double trigger” acceleration provisions upon a qualifying termination) set forth in the applicable award agreement or other agreement governing such RSU. If such terms and conditions are not satisfied and such right does not otherwise vest pursuant to the terms of the applicable award agreement or other agreement, no cash payment will be made with respect to such RSU.

Unvested 2018 RSUs. At the Effective Time, each RSU granted on or after January 29, 2018 (the “2018 RSUs”), was cancelled and converted into a cash-settled restricted stock unit denominated in the publicly traded shares of SAP SE, a European Company (Societas Europaea) organized under the laws of Germany and the European Union and the ultimate parent of Parent, pursuant to an exchange ratio determined based on SAP SE’s average closing price over the five trading days immediately prior to the Effective Time, and remains subject to the time-based vesting terms and conditions (including any “double-trigger” acceleration provisions upon a qualifying termination) set forth in the applicable award agreement governing such 2018 RSU. Upon a given vesting date, the payment amount for the portion of each such 2018 RSU that vests will be determined based on SAP SE’s average closing price over the five trading days immediately prior to the date upon which such portion would have vested under the time-based vesting terms and conditions set forth in the award agreement governing such 2018 RSU. Each such cash payment will be paid through the payroll system of the Surviving Corporation after the applicable vesting date set forth in the award agreement governing such 2018 RSU, but not later than the month following such vesting date.

Unvested PSUs. At the Effective Time, each PSU that remained outstanding immediately prior to, and was not vested immediately prior to, the Effective Time was (x) deemed earned and credited for performance, with respect to any uncompleted performance period as of the date of the Merger Agreement at the pay-out levels set forth in accordance with the Merger Agreement (which were determined based on actual performance levels through 2017, except that uncompleted performance periods for PSUs granted in 2017 were deemed to be earned at 100% of target, resulting in assumed 92% achievement for the full 2017 - 2019 performance cycle) and (y) cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Company Common Stock underlying such PSU (after giving effect to the foregoing crediting of performance metrics), with such payment to vest and become payable on the date upon which such PSU would have vested under the time-based vesting terms and conditions (including any “double-trigger” acceleration provisions upon a qualifying termination) applicable to such PSU immediately prior to the Effective Time. If such terms and conditions are not satisfied and such right does not otherwise vest pursuant to the terms of the applicable change of control agreement, no cash payment will be made with respect to such PSU.

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Unvested RSUs Held by Non-Employee Directors. At the Effective Time, each RSU held by the Company’s non-employee directors that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive the per share Merger Consideration for each share of Company Common Stock underlying such RSU, to be paid in cash in a single lump sum payment as soon as practicable (but in no event later than 30 days) following the Effective Time.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 30, 2018, and which is incorporated herein by reference.

The information set forth in Item 5.01 below is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, on April 5, 2018, the Company notified The Nasdaq Stock Market (“Nasdaq”) that each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive the per share Merger Consideration, and requested that Nasdaq file with the SEC an application on Form 25 to delist the Company Common Stock. As of the open of business on April 5, 2018, the Company Common Stock, which traded under the symbol “CALD”, ceased trading on Nasdaq. Additionally, the Company intends to file with the SEC a certification and notice of termination on Form 15 with respect to the Company Common Stock, requesting that such stock be deregistered under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and that the reporting obligations of the Company with respect to the Company Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Items 2.01 and 3.01 above and Item 5.01 below is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

A change in control of the Company occurred on April 5, 2018, upon the effectiveness of the Merger.

The $36.00 per share Merger Consideration, and the amounts described above with respect to the Company stock options and the applicable RSUs and PSUs, resulted in an aggregate amount payable (net of acquired cash) of approximately $2.4 billion. Parent obtained such funds by means of a capital contribution and a loan from SAP SE and another affiliate.  The transaction was funded by SAP SE and its affiliate from cash on hand and a bond financing. To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.

The information set forth in Items 2.01 and 3.03 above and 5.02 below is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the sole director of Merger Sub immediately prior to the Effective Time became the initial director of the Company.  The following members of the Company’s board of directors resigned effective as of the Effective Time: Charles M. Boesenberg, Mark A. Culhane, Kevin M. Klausmeyer, Nina L. Richardson, Murray D. Rode, James D. White and Leslie J. Stretch. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices. The disclosure set forth in Item 2.01 is incorporated herein by reference.

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

In connection with the completion of the Merger, pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger, each of the certificate of incorporation of the Company and the bylaws of the Company was amended and restated in its entirety. The Amended and Restated Certificate of Incorporation of Callidus Software Inc. and the Amended and Restated Bylaws of Callidus Software Inc. are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01. Other Events.

On April 5, 2018, SAP SE issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

2.1Agreement and Plan of Merger, by and among SAP America, Inc., Emerson One Acquisition Corp. and Callidus Software Inc., dated as of January 29, 2018 (filed as Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on January 30, 2018 and incorporated herein by reference).

3.1Amended and Restated Certificate of Incorporation of Callidus Software Inc.

3.2Amended and Restated By-laws of Callidus Software Inc.

99.1SAP SE Press Release dated April 5, 2018.

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Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Merger, by and among SAP America, Inc., Emerson One Acquisition Corp. and Callidus Software Inc., dated as of January 29, 2018 (filed as Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on January 30, 2018 and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Callidus Software Inc.
3.2	Amended and Restated By-laws of Callidus Software Inc.
99.1	SAP SE Press Release dated April 5, 2018.

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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.
April 5, 2018	By:	/s/ Roxanne Oulman
	Name:	Roxanne Oulman
	Title:	Executive Vice President, Chief Financial Officer

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CALLIDUS SOFTWARE INC.

FIRST.  The name of the Corporation is “Callidus Software Inc.”

SECOND.  The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).  The Corporation shall have perpetual existence.

FOURTH.  The Corporation is authorized to issue a total of 100 shares.  All such shares are to be common stock with no par value (the “Common Stock”) and are to be of one class.

FIFTH.  Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote.

SIXTH.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.

SEVENTH.  Unless and except to the extent that the by-laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

EIGHTH.  A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL.

(a)Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person was, on or prior to the date hereof, a director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL.  The right to indemnification conferred in this Subsection (a) of this Eighth Article shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by the DGCL; provided, however, that the individual to whom expenses are advanced shall undertake, to the extent required by the DGCL, to repay such advanced expenses to the Corporation if it is ultimately determined that such person is not entitled to indemnification under applicable law or pursuant to this Amended and Restated Certificate of Incorporation.  The right to indemnification conferred in this Eighth Article shall be a contract right.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in

any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL.

The rights and authority conferred in this Subsection (a) of this Eighth Article shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.

(b)Each person who is a director of the Corporation from and after the date hereof shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

(c)Neither the amendment nor repeal of this Eighth Article, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by the DGCL, any modification of law, shall eliminate or reduce the effect of this Eighth Article in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

NINTH.  The Board of Directors shall have the power to adopt, amend or repeal the by-laws of the Corporation.

TENTH.  The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law, and, except with respect to Subsection (a) of the Eighth Article, which shall not be amended for six years after the date hereof, all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article.

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

OF

CALLIDUS SOFTWARE INC.

1.STOCKHOLDERS

1.1Annual Meetings

An annual meeting of stockholders shall be held for the election of directors and proper business transaction at such date, time and place, if any, as may be designated by the Board of Directors from time to time.

1.2Special Meetings

Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, as expressly provided in a resolution of the Board of Directors. Special meetings may not be called by any other person or persons.

1.3Notice of Meetings

Whenever stockholders are entitled to participate at a meeting, a written notice shall be provided to the stockholders of the place, date and hour of the meeting, a means of remote communication, if any, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not fewer than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. Written notice shall be delivered to stockholders via mail at their address appearing in the books of the corporation, through personal delivery, or by means of electronic submission. Notice need not be given to a stockholder who shall submit a notice of waiver or who shall attend such meeting, except when the stockholder attends for the purposes of objecting to a transaction because the meeting is not lawfully called or convened.  Any stockholder waiving notice of a meeting shall be bound as if all respects of due notice had been given.

1.4Adjournments

Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.5Quorum

Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the

meeting shall constitute a quorum.  In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend.  Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

1.6Organization

Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.  The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote.

1.7Voting; Proxies

Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him that has voting power upon the matter in question.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation.  Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote thereon that are present in person or by proxy at such meeting.  At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect.  All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes that could be cast by the holders of all shares of stock outstanding and entitled to vote thereon.

1.8Fixing Date for Determination of Stockholders of Record

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be

more than sixty nor fewer than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action.  If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

1.9List of Stockholders Entitled to Vote

The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.  Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

1.10Action By Consent of Stockholders

Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

1.11Conduct of Meetings

The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.BOARD OF DIRECTORS

2.1Number; Qualifications

The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors.  Directors need not be stockholders.

2.2Election; Resignation; Removal; Vacancies

The Board of Directors shall initially consist of the persons named as directors by the incorporator, and each director so elected shall hold office until the first annual meeting of stockholders or until his successor is elected and qualified.  At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified.  Any director may resign at any time upon written notice to the corporation.  Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified.

2.3Regular Meetings

Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

2.4Special Meetings

Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors.  Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

2.5Telephonic Meetings Permitted

Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

2.6Quorum; Vote Required for Action

At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business.  Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

2.7Organization

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

2.8Informal Action by Directors

Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

3.COMMITTEES

3.1Committees

The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

3.2Committee Rules

Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 2 of these by-laws.

4.OFFICERS

4.1Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies

The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members.  The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers.  Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal.  Any officer may resign at any time upon written notice to the corporation.  The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation.  Any number of offices may be held by the same person.  Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

4.2Powers and Duties of Executive Officers

The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.  The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

5.STOCK

5.1Certificates

Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation.  Any of or all the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

5.2Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates

The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

6.INDEMNIFICATION

6.1Right to Indemnification

The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it currently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person.  The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

6.2Prepayment of Expenses

The corporation may, in its discretion, pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

6.3Claims

If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

6.4Non-Exclusivity of Rights

The rights conferred on any person by this Article 6 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

6.5Other Indemnification

The corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.

6.6Amendment or Repeal

Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

7.MISCELLANEOUS

7.1Fiscal Year

The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

7.2Seal

The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

7.3Waiver of Notice of Meetings of Stockholders, Directors and Committees

Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

7.4Interested Directors; Quorum

No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

7.5Form of Records

Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, CDs, DVDs, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

7.6Amendment of By-Laws

These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise.

EX-99.1

Exhibit 99.1

SAP Completes Acquisition of Callidus Software Inc.

Strategic move will strengthen SAP’s intelligent customer experience suite of solutions

DUBLIN, Calif., and WALLDORF, Germany — April 5, 2018 — SAP SE (NYSE: SAP) today announced that it has completed its acquisition of Callidus Software Inc. (Nasdaq: CALD), a market leader known for its lead to money applications, including sales performance management and configure-price-quote (CPQ). These applications, marketed under the brand CallidusCloud®, will provide SAP and its customers a differentiated, cloud-based customer relationship management (CRM) solution, putting SAP in a leading position to compete in the US$46 billion CRM market. SAP plans to consolidate CallidusCloud product assets within the SAP® Hybris® cloud portfolio, which is part of SAP’s Cloud Business Group.

Each outstanding share of Callidus Software Inc. common stock has been converted into the right to receive US$36 per share in cash. Callidus Software Inc. has notified the Nasdaq Stock Market of the completion of the acquisition and expects trading of its common stock to be suspended pending delisting.

For fiscal year 2017, CallidusCloud has reported revenue of US$253.1 million, with subscription revenue of US$198.2 million growing at 31 percent. SAP will provide an updated 2018 outlook including CallidusCloud in its first quarter 2018 earnings release.

CallidusCloud Strengthens the SAP Front Office Suite: Sales, Customer Data, Marketing, Service, Commerce

The acquisition of CallidusCloud completes SAP’s design of a new front office that extends beyond legacy CRM to an intelligent customer experience suite consisting of:

·CallidusCloud solutions, which give companies tools to inspire and empower sales professionals to follow leads to cash, compensation and career success

·Gigya solutions, which help businesses adopting a digital approach to marketing, sales and service to initiate and build trusted relationships with online customers by appropriately managing and collecting customer data

·SAP Hybris marketing solutions, which take a data-rich approach to helping marketers engage consumers throughout the buyer’s journey

·SAP Hybris service solutions, which focus on retention and ensuring businesses can keep customers by predicting how best to serve them

·SAP Hybris omnichannel commerce and revenue capabilities, which empower businesses to engage consumers in any channel and on any device, immediately converting transactions to revenue and growth

SAP Perspective: Rob Enslin, Member of the Executive Board of SAP SE and President, SAP Cloud Business Group

“By connecting the front office to the back office and linking it to a digital core system, we are redefining CRM. With SAP Hybris solutions, we already have one of the most powerful customer experience suites on the market. By enhancing our CRM with CallidusCloud, we are delivering on our strategy to provide an end-to-end intelligent customer experience suite. When you integrate the front office into SAP S/4HANA with SAP Cloud Platform, this is how CEOs are looking to run an intelligent digital business.”

CallidusCloud Perspective: Leslie Stretch, CEO, Callidus

“Winning in digital business means delivering the best possible customer experience. Enterprises will only succeed if they can bring data and intelligence to the sales teams. Then, they will be able to consider marketing insights for sales orders or gain access to production and inventory information in real time, allowing them to set customer expectations on individual configurations and delivery dates. SAP’s own experience as a customer of CallidusCloud resulted in up to 50 percent improvement in sales productivity, and our partnership has led to numerous prebuilt integrations to SAP systems.

Together, we are ideally positioned to deliver quickly on our joint offering to support digital transformation of the sales function.”

Market Perspective

·Paul Greenberg, Founder, Managing Principal, The 56 Group: “The latter two acquisitions — Gigya in late 2017 and CallidusCloud — might be two of the best acquisitions that anyone made anywhere in the past couple of years. It also shows that SAP is attempting to align itself with the idea of customer centricity. That means moving away from its back-office heritage (though not dropping it) and repositioning as an empathetic, socially aware and customer-focused company with the ecosystem to support and enable it.”

·Sheryl Kingstone, Research Director, Customer Experience & Commerce, 451 Research: “The market is ripe for replacement of legacy implementations since they can be complex to use because of their reliance on preconfigured rules that are difficult and costly to maintain. The future software stack that CallidusCloud brings to SAP features improved intelligent automation with dynamic workflows based on data that will accelerate not only the quote-to-cash process and improve dynamic pricing, but also provide sales intelligence that can be used to guide and motivate sales reps to maximize business goals such as profitability, inventory turns, etc.”

·With the acquisition of Callidus Software Inc., SAP has become the leader in the sales performance management market and is also a leader in the CPQ market; see:

·“Gartner Magic Quadrant for Sales Performance Management” (Jan. 15, 2018)

·CallidusCloud is a leader in “Forrester Wave: Configure-Price-Quote Solutions, Q1 2017”

Product Availability

SAP plans to consolidate the CallidusCloud assets under the continued leadership of Leslie Stretch within the SAP Hybris cloud portfolio. The combined portfolio includes sales force automation, sales performance management, sales enablement and sales execution (CPQ and subscription billing). The existing management team will continue to lead CallidusCloud and support integration of CallidusCloud solutions with third-party installations. CallidusCloud solutions are expected to be sold on a stand-alone basis and in packages with SAP solutions.

More information on SAP’s plans for the intelligent customer experience suite and a road map for existing and future customers will be announced at SAP’s premier annual customer event, the SAPPHIRE NOW® conference, in June 2018.

For more information on SAP Hybris solutions, visit the SAP Hybris News Center or follow SAP Hybris solutions at @saphybris. For more information on SAP, visit the SAP News Center or follow SAP on Twitter at @sapnews.

About SAP

As market leader in enterprise application software, SAP helps companies of all sizes and industries run better. From back office to boardroom, warehouse to storefront, desktop to mobile device — SAP empowers people and organizations to work together more efficiently and use business insight more effectively to stay ahead of the competition. SAP applications and services enable more than 378,000 business and public sector customers to operate profitably, adapt continuously, and grow sustainably. For more information, visit www.sap.com.

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Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (“SEC”), including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

© 2018 SAP SE. All rights reserved.
SAP and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP SE in Germany and other countries. Please see http://www.sap.com/corporate-en/legal/copyright/index.epx#trademark for additional trademark information and notices.

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