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): November 28, 2011

VERSANT CORPORATION

(Exact name of Registrant as Specified in its Charter)

California	000-28540	94-3079392
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

255 Shoreline Drive, Suite 450, Redwood City, California 94065

(Address of Principal Executive Offices, including Zip Code)

(650) 232-2400

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

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

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

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

Item 2.02 Results of Operations and Financial Condition

On December 1, 2011, Versant Corporation (“Versant”) issued a press release announcing its preliminary financial results for its fourth fiscal quarter and its fiscal year ended October 31, 2011. A copy of that press release is attached to this Report as Exhibit 99.01 hereto.

The information contained in Item 2.02 of this Report and in the press release attached as Exhibit 99.01 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except to the extent that it is expressly stated to be incorporated by specific reference in such filing.

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

(b)    On November 28, 2011, Jochen Witte informed Versant's Board that he resigned as a member of the Board of Directors, effective at the close of business on that date.

(d)    On November 28, 2011, Versant's Board of Directors elected Dr. Robert F. Brammer to the Versant Board of Directors. Dr. Brammer is the President and CEO of Brammer Technology, LLC, a consulting firm. From July 2004 to July 2011, Dr. Brammer was employed by Northrop Grumman Information Systems, a division of Northrop Grumman Corporation that provides advanced information enterprise solutions to government and civilian customers, where he most recently served as Vice-President for Advanced Technology and CTO. Previous to that, Dr. Brammer was Vice President and Chief Technology Officer at TASC, Inc., a privately held company (formerly a subsidiary of Northrop Grumman) that provides advanced systems engineering, integration and decision-support services to agencies of the federal government. Dr. Brammer received a Ph.D in Mathematics from the University of Maryland College Park and a B.S. in Mathematics from the University of Michigan. It is anticipated that Dr. Brammer may become a member of the Audit and/or the Compensation Committees of the Board of Directors. As an outside director, Dr. Brammer will be eligible to be granted stock options pursuant to Versant's 2005 Directors' Stock Option Plan, and will receive the same compensation as other non-employee Versant directors for their services as directors, which currently consists of cash compensation at the rate of $25,000 per year and reimbursement of reasonable expenses associated with Board activity. It is also expected that Dr. Brammer will enter into the standard Versant director indemnification agreement with the Company, which provides for indemnification of the director against certain liabilities that may arise by reason of his or her status or service as a director, subject to the terms and conditions of the agreement.

Item 7.01 Regulation FD Disclosure

On December 1, 2011, Versant Corporation issued a press release announcing a strategic 2012 product roadmap and long-term product development plans. A copy of that press release is attached to this Report as Exhibit 99.02 hereto.

The information contained in Item 7.01 of this Report and in the press release attached as Exhibit 99.02 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except to the extent that it is expressly stated to be incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	Exhibit 99.01 - Press Release issued on December 1, 2011 regarding preliminary financial results for the fourth fiscal quarter and fiscal year ended October 31, 2011.
	Exhibit 99.02 - Press release issued on December 1, 2011 regarding long term product development plans.

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.

VERSANT CORPORATION

Date: December 1, 2011    

By:     /s/ Jerry Wong

Jerry Wong, Chief Financial Officer

EX-99.01

EXHIBIT 99.01

Versant Contact:

Jerry Wong

Chief Financial Officer

Versant Corporation

1-800-VERSANT

650-232-2400

Versant Reports Quarterly Net Income of $0.3 Million

Revenues of $4.0 million for Q4 2011

New Strategic Initiative Announced

Redwood City, California, December 1, 2011 -Versant Corporation (NASDAQ:VSNT), an industry leader in specialized data management, today announced its financial results for its fourth fiscal quarter and fiscal year ended October 31, 2011 and certain other matters.

Results for Fourth Quarter Ended October 31, 2011

For the quarter, Versant reported revenues of $4.0 million compared to $4.4 million for the same quarter last year, representing a decrease of approximately 9%. This decrease was primarily due to lower license revenues resulting from fewer large license transactions for the quarter ended October 31, 2011 compared to the same quarter of the prior fiscal year. One customer accounted for 15% of total revenues in the quarter, whereas two customers accounted for 24% in the same period last year.

Net income for the quarter was $0.3 million and diluted net income per share was $0.10 compared to net income of $0.9 million and diluted net income per share of $0.28 for the fourth quarter of fiscal 2010. The decrease in net income in the fourth quarter of fiscal 2011 compared to the same quarter in fiscal 2010 was largely the result of a decrease in license revenues of $0.4 million and the planned increase in sales and marketing expense of approximately $0.2 million.

Results for Fiscal Year Ended October 31, 2011

Revenues were approximately $16.3 million for the fiscal year ended October 31, 2011 compared to approximately $15.8 million for fiscal year 2010, an increase of approximately 3%. This increase was primarily due to higher license revenues in fiscal 2011. One customer accounted for 12% of total revenues in both fiscal 2011 and fiscal 2010.

Net income for fiscal 2011 was $0.7 million, a decrease of 58% from net income of $1.7 million in fiscal 2010, and diluted net income per share for fiscal 2011 was $0.23 compared to diluted net income per share of $0.48 in fiscal 2010. This decrease in net income primarily resulted from $0.5 million of nonrecurring charges related to the separation of our former CEO and the planned $0.8 million increase in sales and marketing expense.

New Stock Repurchase Program Approved

Versant's Board of Directors has approved a new stock repurchase program. Under the program, Versant is authorized to repurchase up to $5.0 million worth of its outstanding common shares from time to time on the open market, in block trades or otherwise. Whether any such repurchases are made will depend on market conditions, the share price and other factors. The program may be suspended, discontinued or extended at any time and no assurance can be given that any stock repurchases will in fact be made under this program. Any repurchases made under the program are expected to be funded from the Company's working capital.

The new stock repurchase program succeeds Versant's fiscal 2011 repurchase program which expired by its terms on October 31, 2011. Under its fiscal 2011 repurchase program, the Company repurchased a total of 240,629 common shares from December 2010 to October 2011 at an average price of $12.23 per share for a total amount of approximately $3.0 million.

New Strategic Initiative

Versant today announces its strategic 2012 product roadmap, with the objective of extending Versant's ability to support large, distributed systems for new solutions designed to enable enterprises to capitalize on emerging Big Data, real-time application opportunities. Versant plans to make significant investments in Big Data analytics software, including the development of application programming interfaces and server technologies specifically geared toward enhancing the ability of enterprises to ingest and manage vast amounts of structured and unstructured data and analyze very large data sets with near real-time capabilities. Versant anticipates revenues from this initiative beginning in fiscal 2013. (Further information on Versant's new strategic initiative can be found in our press release issued December 1, 2011, “Versant Announces 2012 Strategic Roadmap with Launch of New Long-Term Product Development Plans.”)

Bernhard Woebker, Versant's CEO said: “Over the past decade, Versant has worked closely with many of the world's largest organizations to develop scalable, mission critical enterprise applications. Our new investments will take our technology foundation into new and exciting applications and markets. We believe these efforts can provide the foundation for tomorrow's data driven analytics solutions that are required in order to benefit from the new opportunities in leveraging Big Data for real-time information.”

Board Composition

Versant is pleased to report that Dr. Robert F. Brammer has joined our Board of Directors. Dr. Brammer is a noted technology and security expert and most recently was the Vice-President for Advanced Technology and CTO of Northrop Grumman Information Systems. Dr. Brammer holds a Ph.D. in Mathematics from the University of Maryland. “Dr. Brammer brings to Versant broad knowledge and experience with high performance networking and massive scale information systems. He'll be a valuable addition to our Board of Directors.” said William H. Delevati, Chairman of the Board of Versant Corporation.

Jochen Witte has resigned his position as a Versant director to pursue other interests.

Guidance for Fiscal 2012

“In fiscal 2011, Versant was able to increase its revenues, driven primarily by license revenues, relative to fiscal 2010. For the year ended October 31, 2011, Versant was somewhat short of its revised guidance for net income, primarily as a result of a shortfall of total revenues of approximately $0.3 million as compared to the annual guidance,” said Bernhard Woebker, CEO of Versant Corporation.

The Company currently expects revenues in fiscal 2012 to be at a level similar to that of fiscal 2011. Versant plans to make significant investments in research and development in order to execute on our new strategic initiative to develop dedicated Big Data analytics software. Additional marketing resources are also necessary to make the initiative a success. As a result of these investments, we currently estimate a net loss of approximately $1.7 to $1.9 million for the fiscal year ending October 31, 2012. Versant expects net cash from operating activities for fiscal year 2012 to be minimal.

About Versant Corporation

Versant Corporation (NASDAQ: VSNT) is an industry leader in specialized data management software, which helps companies to handle complex information in environments that have high performance and high availability requirements. Using the Versant Object Database, customers cut hardware costs, speed and simplify development, significantly reduce administration costs, and deliver products with a strong competitive edge. Versant's solutions are deployed in a wide array of industries including telecommunications, financial services, transportation,

manufacturing, and defense. With over 150,000 installations, Versant has been a highly reliable partner for over 15 years for Global 2000 companies such as Ericsson, Verizon, Siemens, and the Financial Times as well as the US Government.  For more information, call 650-232-2400 or visit www.versant.com.

Forward Looking Statements Involve Risks and Uncertainties

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. These forward-looking statements include the statements in this press release regarding (i) the Company's guidance and forecasts of our future revenues, net loss and net cash from operating activities in fiscal year 2012, (ii) the Company's current expectation that it will continue to increase sales and marketing spending in fiscal 2012, (iii) the Company's plans to make significant investments in Big Data analytics software, and its expectation that it will develop and commercialize solutions resulting from its Big Data analytics product initiative (iv) the Company's anticipation that it may recognize revenues from this initiative beginning in fiscal 2013, and (v) the Company's belief that this new product initiative will enable the Company to market its solutions for new applications and into new markets. Investors are cautioned that any such forward-looking statements are not guarantees of Versant's future performance or other matters and involve significant risks and uncertainties.

There are many important factors and risks that could cause our actual results to differ materially from those anticipated in the forward-looking statements. These factors, risks and uncertainties include, without limitation: the impact of the current downturn in the global economy, which may reduce our customers' revenues and profits and thus dissuade them from making strategic capital purchase decisions for our products and services; our inability to achieve revenue expectations or projected net income levels as a result of the foregoing factors, delays in the sales cycle for our products and services or failure to close key sales transactions; changing market demands or perceptions of our products and technologies; technological and other difficulties that may be encountered in the development of new products or solutions that may delay or potentially prevent the release and commercialization of such products or solutions; acceptance of new products by customers in our targeted markets; the efforts of competitors and general changes in technology standards or platforms that may make our existing and/or new product offerings less competitive and less relevant to potential customers; failure to develop new customers; the fact that our results of operations are highly dependent on sales of our Versant Object Database product; the performance of our resellers; the possibility that existing value added resellers may not remain committed to our software or that their sales activity may not keep pace with their historical results; the timing of larger customer transactions, which may tend to result in significant variations in quarterly revenues and operating results; potential reductions in the prices we charge for our products and services due to competitive conditions or the general economic downturn; changes in currency exchange rates; the Company's projected increased research and development expense and marketing expense associated with its 2012 product development initiative, and the Company's ability to successfully manage its costs and operations and maintain adequate working capital. The forward-looking statements contained in this press release are made only as of the date of this press release, and the Company assumes no obligation to publicly update any forward-looking statement. Investors are cautioned not to place undue reliance on forward-looking statements. Additional information concerning factors that could cause results to differ can be found in the Company's filings with the Securities and Exchange Commission, including without limitation the Company's most recent Annual Report on Form 10-K for the year ending October 31, 2010, its reports on Form 10-Q and its reports on Form 8-K.

Versant is a registered trademark or trademark of Versant Corporation in the United States and/or other countries.

Conference Call Information

Versant will host a teleconference today to discuss the above after markets close. The details for the call are as follows:

Date: Thursday, December 1, 2011

Time: 1:30 PM Pacific (4:30 PM Eastern)

Dial-in number US: 1-877-941-2068

International: 1-480-629-9712

Conference ID: 4492531

Internet Simulcast*: http://viavid.net/dce.aspx?sid=00009120

^{*Windows Media Player needed for simulcast. Simulcast is voice only.} 

Dial in 5-10 minutes prior to the start time. An operator will request your name and organization and ask you to wait until the call begins. If you have any difficulty connecting, please call Versant Corporation at (650) 232-2416.

A replay of the conference call will be available until December 8, 2011.

Replay number US: 1-877-870-5176

International Replay number: 1-858-384-5517

Replay Pass Code**: 4492531

^{** Enter the playback pass code to access the replay.} 

VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share amounts)

(unaudited)

	October 31, 2011			October 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	23,145		$	24,911
Trade accounts receivable, net	2,183			3,186
Deferred income taxes	898			884
Other current assets	481			388
Total current assets	26,707			29,369
Property and equipment, net	993			634
Goodwill	8,589			8,589
Intangible assets, net	309			499
Other assets	38			38
Total assets	$	36,636		$	39,129
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	152		$	164
Accrued liabilities	1,076			1,294
Deferred revenues	2,695			3,022
Total current liabilities	3,923			4,480
Other long-term liabilities	178			205
Total liabilities	4,101			4,685
Commitments and contingencies
Stockholders' equity:
Common stock, no par value, 7,500,000 shares authorized,
2,935,125 issued and outstanding at October 31, 2011,
and 3,213,122 shares issued and outstanding at October 31, 2010	90,055			92,654
Accumulated other comprehensive income	31			43
Accumulated deficit	(57,551		)	(58,253		)
Total stockholders' equity	32,535			34,444
Total liabilities and stockholders' equity	$	36,636		$	39,129

VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except for per share amounts)

(unaudited)

	Three Months Ended				Fiscal Year Ended
	October 31, 2011		October 31, 2010		October 31, 2011		October 31, 2010
Revenues:
License	$	2,138	$	2,555	$	8,896	$	8,342
Maintenance	1,805		1,797		7,201		7,331
Professional services	36		20		175		93
Total revenues	3,979		4,372		16,272		15,766
Cost of revenues:
License	54		63		252		279
Amortization of intangible assets	26		73		190		303
Maintenance	364		372		1,475		1,470
Professional services	16		13		85		61
Total cost of revenues	460		521		2,002		2,113
Gross profit	3,519		3,851		14,270		13,653
Operating expenses:
Sales and marketing	1,407		1,251		5,568		4,722
Research and development	954		966		3,921		3,778
General and administrative	717		710		3,810		3,143
Restructuring	—		—		25		39
Total operating expenses	3,078		2,927		13,324		11,682
Income from operations	441		924		946		1,971
Interest and other income, net	52		10		38		150
Income before provision for income taxes	493		934		984		2,121
Provision for income taxes	189		13		282		467
Net income	$	304	$	921	$	702	$	1,654
Net income per share:
Basic	$	0.10	$	0.28	$	0.23	$	0.48
Diluted	$	0.10	$	0.28	$	0.23	$	0.48
Shares used in per share calculation:
Basic	2,947		3,242		3,078		3,411
Diluted	2,963		3,267		3,083		3,444

EX-99.02

EXHIBIT 99.02

Versant Contact:

Jerry Wong

Chief Financial Officer

Versant Corporation

1-800-VERSANT

650-232-2400

Versant Announces 2012 Strategic Roadmap with Launch

of New Long-Term Product Development Plans

Creating Enhanced Big Data and In-database Analytics Software to Enable the Real-time Enterprise

Redwood City, CA / USA - December 1, 2011 - Versant Corporation (Nasdaq: VSNT), a worldwide leader in developing key data management software infrastructure for complex, mission critical applications, today announced its strategic 2012 product roadmap, which will focus on extending Versant's proven ability to provide strategic data solutions for large, distributed systems to emerging Big Data-based, real-time application opportunities.

Driven by the growing ubiquity of mobile devices and smart sensors, the commoditization of computing power and storage, and the exponential growth in raw data, unprecedented business opportunities are emerging for enterprises to harness vast stores of information and become highly agile, data-driven organizations. Versant plans to make significant investments in new product developments for dedicated Big Data analytics software in order to create analytic applications for this new era of the smart and intelligent “real-time enterprise.” This strategic initiative will include efforts to develop application programming interfaces and server technologies specifically geared toward enhancing an enterprise's ability to ingest and manage vast amounts of structured and unstructured data and analyze very large data sets with near real-time capabilities.

Carl Olofson, Research Vice President, Database Management and Data Integration Software, IDC states: "One dimension of the Big Data movement that is still evolving has to do with the management of rapidly growing sets of data in complex structures. Versant has a solid heritage in providing transparent support for complex database structures for C++ and Java applications. The initiative represents Versant's serious commitment to build upon that experience and expertise with new technology specifically designed to address this key, under-served dimension of Big Data."

Versant's strategic roadmap currently includes plans to develop the following technology components in 2012 and future years:

• A real-time data ingestion framework, to help developers to connect large data streams directly with the analytics server, reducing unwanted network I/O overhead and allowing real-time data feeds to be transformed and managed in the database. Traditionally, ingesting the data required to connect via a client API to the database server created unnecessary overhead that can significantly limit the database's capability to perform at a high rate.

• A flexible, server side analytics framework, to allow data analysts to embed algorithmic queries and execute other processes, such as graph analysis, as close to data stores as possible, and transfer results back to a client process. Running these algorithms close to the data is particularly critical for achieving near real-time performance with large data sets.

• A highly scalable NoSQL storage engine, optimized for multi-core server architectures and horizontal scale-out capabilities on commodity server hardware. Most traditional database systems today support

either horizontal or vertical scale-out architecture, but not both. Versant believes that combining the two models will create an architecture that can take advantage of massive multi-core servers and allow enterprises to do more with less hardware.

• An industry standard-compliant client API based on the Java Persistence API (JPA). The first available component of this client API is the Versant Java Persistence API, a pure Java client for the NoSQL Versant Database Server, the persistence tier for analytical Big Data applications. A code preview of Versant JPA is available for download in the Versant Developer Community (community.versant.com). Versant JPA is the first Big Data persistence API based on a well-established Java industry standard. It provides a programmatic foundation to implement real-time and predictive analytics with very large data sets. Supporting JPA also allows developers to use existing coding skills, like Hibernate and other object to relational mapping tools.

Bernhard Woebker, Versant's CEO said: “Over the past decade, Versant has worked closely with many of the world's largest organizations to develop scalable, mission critical enterprise applications. Our new investments will focus on taking our technology foundation into new and exciting applications and markets. We believe these efforts can provide the foundation for tomorrow's data driven analytics solutions that are required in order to benefit from the new opportunities in leveraging Big Data for real-time information.”

Dirk Bartels, Versant's VP Product Strategy, added: “The market and technical requirements for enterprise software infrastructure technologies are rapidly changing, driven by the need for data-driven solutions for the real-time enterprise. Unlike traditional business intelligence and database technologies, which separate online transaction processing and batch-oriented analytical processes, these new types of applications, such as network or traffic control systems, or modeling and simulation, must be capable of handling orders-of-magnitude more data in near real time. Versant's development plans are aimed at introducing a new system architecture to address next generation performance, scalability, and complexity requirements.”

About Versant Corporation

Versant Corporation (NASDAQ: VSNT) is an industry leader in specialized data management software, which helps companies to handle complex information in environments that have high performance and high availability requirements. Using the Versant Object Database, customers cut hardware costs, speed and simplify development, significantly reduce administration costs, and deliver products with a strong competitive edge. Versant's solutions are deployed in a wide array of industries, including telecommunications, financial services, transportation, manufacturing, and defense. With over 150,000 installations, Versant has been a highly reliable partner for over 15 years for Global 2000 companies such as Ericsson, Verizon, Siemens, and Financial Times, as well as the US Government.  For more information, call 650-232-2400 or visit www.versant.com.

Forward Looking Statements Involve Risks and Uncertainties

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. These forward-looking statements include the statements in this press release regarding (i) Versant's plans for new product and technology developments for dedicated Big Data analytics software, and its specific component development objectives and (ii) Versant's belief that these development efforts can result in the creation of solutions useful in the commercial exploitation of Big Data for real-time information. Forward-looking statements contained in this press release are based on our assessment of current industry and technological trends and our assessment of the current development capabilities of Versant and third parties and may prove to be incorrect. Investors are cautioned that any such forward-looking statements are not guarantees of Versant's future performance or any other matters and involve very significant risks and uncertainties, including without limitation risks arising from (i) Versant's potential inability to successfully complete its product and technology development objectives or to complete them on a timely basis in order to meet market demand, (ii) future changes in Versant's product development plans (whether in response to industry trends, technological difficulties, expenses or other factors); and (iii) changes in computing requirements that adversely affect demand for the products and technologies Versant plans to develop. The forward-looking statements contained in this press release are made only as of the date of this press release, and Versant assumes no obligation to publicly update any forward-looking statement. Investors are cautioned not to place undue reliance on forward-looking statements. Information concerning factors that could adversely affect our business and results can be found in the Company's filings with the Securities and Exchange Commission, including without limitation the Company's most recent Annual Report on Form 10-K for the year ending October 31, 2010, its reports on Form 10-Q and its reports on Form 8-K.

Versant is a registered trademark or trademark of Versant Corporation in the United States.