-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EypImzUW1ADORsU4b9W+wRzAsXmiLVkDKbNEI9dtNvLFGneE3HVMJzUVvHTDy13Z NGpRIUnMCl1Qa3MWC6FK7A== 0000891618-98-004567.txt : 19981023 0000891618-98-004567.hdr.sgml : 19981023 ACCESSION NUMBER: 0000891618-98-004567 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981016 ITEM INFORMATION: FILED AS OF DATE: 19981022 SROS: NASD 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28540 FILM NUMBER: 98729405 BUSINESS ADDRESS: STREET 1: 6539 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 4153297500 MAIL ADDRESS: STREET 1: 6539 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: VERSANT OBJECT TECHNOLOGY CORP DATE OF NAME CHANGE: 19960428 8-K 1 FORM 8-K 1 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): OCTOBER 16, 1998 ---------------- VERSANT CORPORATION (Exact Name of Registrant as Specified in Its Charter) CALIFORNIA (State or Other Jurisdiction of Incorporation) 0-28540 94-3079392 (Commission File Number) (IRS Employer Identification No.) 6539 Dumbarton Circle, Fremont, CALIFORNIA 94555 (Address of Principal Executive Offices) (Zip Code) (510) 789-1500 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) 2 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS. On October 16, 1998, Versant Corporation, a California corporation ("Registrant" or "Versant"), raised $3.6 million through the private placement of a Convertible Secured Subordinated Promissory Note. The funding was provided by Vertex Technology Fund Pte. ("Vertex"), one of the funds managed by Vertex Management. The Note issued to Vertex is convertible at Vertex's option into common stock of the Registrant at a price of $1.925 per share. Versant currently has approximately 9,450,000 shares of common stock outstanding. The Note is secured by the assets of the Registrant, is subordinated to the Registrant's existing lines of credit and is due in October 2001, but may mature or be automatically converted sooner under certain circumstances. Vertex has agreed not to sell its interest in the Note or underlying common stock for a period of six months from the closing. Neither the Note nor the shares issuable upon conversion of the Note have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the Note and such shares may not be offered or sold in the United States absent registration or an exemption from applicable registration requirements. The Note was issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. Versant has agreed to file a registration statement for the resale of the shares of Versant common stock issuable upon conversion of the Note. 3 SIGNATURE 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 thereunto duly authorized VERSANT CORPORATION Date: October 22, 1998 /s/ Gary Rhea - ---------------------- ------------------------------------------------ Gary Rhea Vice President Finance and Administration, Chief Financial Officer, Treasurer and Secretary (Duly Authorized Officer and Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----