Form 8-K




Washington, D. C. 20549








Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


September 30, 2005

Date of Report (date of earliest event reported)




(Exact name of Registrant as specified in charter)



Delaware   001-32224   94-3320693
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I. R. S. Employer
Identification No.)


The Landmark @ One Market, Suite 300

San Francisco CA 94105

(Address of principal executive offices)


Registrant’s telephone number, including area code: (415) 901-7000



(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 under the Exchange Act (17 CFR 240.14a-12)


¨ 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))


Section 1 – Registrant’s Business and Operations


Item 1.01 – Entry into a Material Definitive Agreement


On September 30, 2005,, inc. (the “Registrant”) awarded cash bonuses to its executive officers. The bonus amounts were based primarily on the achievement of specific corporate and individual goals since February 1, 2005, the start of Registrant’s current fiscal year. The following table sets forth the bonus amounts paid to the Registrant’s named executive officers as approved by the Compensation Committee of the Registrant’s Board of Directors and the Registrant’s Chief Executive Officer:


Named Executive Officer          



   Bonus Amount

Marc Benioff

   Chairman of the Board and Chief Executive Officer    $ 0

Jim Steele

   President, Worldwide Sales and Distribution    $ 75,000

Steve Cakebread

   Chief Financial Officer    $ 34,896

Jim Cavalieri

   Chief Security and Risk Officer    $ 25,000

David Moellenhoff

   Chief Technology Officer    $ 25,000


In addition to the bonuses paid above, the Registrant paid bonuses on September 30, 2005 to its other executive officers which totaled $99,500 in the aggregate.



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: September 30, 2005, inc.


/s/ David Schellhase


David Schellhase, Senior Vice President and

General Counsel