0000865917-12-000067.txt : 20121210 0000865917-12-000067.hdr.sgml : 20121210 20121210162902 ACCESSION NUMBER: 0000865917-12-000067 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121210 DATE AS OF CHANGE: 20121210 EFFECTIVENESS DATE: 20121210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERSANT CORP CENTRAL INDEX KEY: 0000865917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943079392 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28540 FILM NUMBER: 121253600 BUSINESS ADDRESS: STREET 1: 255 SHORELINE STREET 2: SUITE 450 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-232-2400 MAIL ADDRESS: STREET 1: 255 SHORELINE STREET 2: SUITE 450 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: VERSANT OBJECT TECHNOLOGY CORP DATE OF NAME CHANGE: 19960428 DEFA14A 1 defa14aemployeevotinginstr.htm DEFA14A DEFA14A Employee Voting Instructions


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): December 10, 2012
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).
ý 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 8.01:     Other Events

In connection with the previously announced special meeting of shareholders of Versant Corporation (“ Versant”) to be held on December 20, 2012 to vote upon a proposal to approve Versant's proposed merger with a subsidiary of Actian Corporation (the “special meeting”), on December 10, 2012, Versant emailed to its employees basic information on how employee shareholders would receive proxy materials for the special meeting and by what methods they could vote their shares at the special meeting. A copy of this communication is attached hereto as Exhibit 99.1 and is incorporated by reference.



Item 9.01:
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
 
Exhibit Description
99.1
 
Communication to Versant Corporation employees on December 10, 2012 outlining how employee shareholders would receive proxy materials for Versant Corporations's scheduled December 20, 2012 special shareholders meeting and methods by which they can vote their shares at such special meeting.



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 10, 2012    
By: /s/ Jerry Wong______________________
Jerry Wong, Chief Financial Officer





EX-99.01 2 exhibit9901defa14a121012.htm EXHIBIT - COMMUNICATION TO EMPLOYEES Exhibit 99.01 DEFA14A 121012


Exhibit 99.01

How you will receive your Proxy Materials and how to Vote your Shares
As you know, Versant has scheduled a special shareholders meeting on December 20, 2012 and has filed proxy materials with the SEC.
All of the employee shareholders of Versant who hold their shares of Versant common stock in an E*trade account and have elected to receive shareholder communications by electronic delivery should have received an email on December 5, 2012 including a link which will allow you to vote your shares electronically.
If you have not elected to receive shareholder communications by electronic delivery, you will receive the proxy materials by mail. The proxy materials were mailed from New York, New York, USA on or about December 4, 2012.
The definitive proxy statement and the other relevant materials, and any other documents filed by Versant with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov.
The proxy materials are also available at the Versant Investor Relations website at http://www.versant.com/company/investor-relations/sec-filings.
Additionally, the proxy materials are hosted by Versant's transfer agent, Computershare, at http://shareowner.mobular.net/shareowner/vsnt.
If you hold your shares at E*trade, you may vote your shares by calling the Employee Stock Plan Customer Service line at 800-838-0908 or 650-599-0125 and tell them you want to vote your shares. They should transfer you to the Corporate Actions department and you should be able to vote over the phone. The Corporate Actions department is available from 8:00am to 5:00pm Eastern time, Monday through Friday.
If you do not hold your shares at E*trade, but through another broker, you should receive your proxy materials by mail directly from Broadridge in New York, New York, USA. These materials were sent directly to the address your broker has on file for you. Proxy materials mailed to Germany are expected to arrive in about a week. When you receive your proxy materials, you can vote your shares at www.proxyvote.com using the 12 digit control number found on your proxy card.
If you are a registered shareholder, you will receive your proxy materials by mail directly from Computershare in New Jersey, USA. These materials were sent directly to the address Computershare has on file for you. Proxy materials mailed to Germany are expected to arrive in about a week. When you receive your proxy materials, you can vote your shares by signing and dating your proxy card and returning it in the postage-paid envelope. You may also scan your proxy card and email it directly to Versant Finance and we will forward your votes to Computershare.
Please let me know if you have any questions.
Additional Information About the Proposed Merger and Where You Can Find It
In connection with the proposed merger with Actian, Versant has filed a definitive proxy statement and other relevant materials with the Securities and Exchange Commission (“SEC”). BEFORE MAKING ANY DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, SHAREHOLDERS OF VERSANT ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS FILED BY VERSANT WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement and the other relevant materials, and any other documents filed by Versant with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, shareholders of Versant may obtain free copies of the documents filed with the SEC by contacting Versant Investor Relations at (650) 232-2400, Attn: Jerry Wong, or Versant Corporation 255 Shoreline Drive, Suite 450 Redwood City, California 94065, USA and may obtain a free copy of the proxy statement at the Versant Investor Relations





website at http://www.versant.com/company/investor-relations/sec-filings. You may also read and copy any reports, statements and other information filed by Versant with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Versant and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Versant shareholders in favor of the proposed transaction. Certain executive officers and directors of Versant have interests in the transaction that may differ from the interests of shareholders generally, including without limitation acceleration of vesting of stock options and restricted stock units, benefits conferred under retention, severance and change in control arrangements, and continuation of director and officer insurance and indemnification. These interests are described in the definitive proxy statement referenced above and the other relevant documents filed with the SEC.