SC 13G 1 f16416sc13g.htm SCHEDULE 13G sc13g
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Versant Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
925284309
(CUSIP Number)
December 31,2005
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 


 

                     
CUSIP No.
 
925284309 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:
Vertex Technology Fund Ltd (“VTF”)
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Singapore
       
  5   SOLE VOTING POWER:
     
NUMBER OF   --
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   270,883(1)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   --
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    270,883(1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  270,883(1)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ**
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  7.6%*
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
     
(1)   Includes 270,883 shares of Common Stock held by VTF as of December 31, 2005. Does not include shares of Common Stock that were subject to a warrant previously held by VTF with an exercise price of $1.66 per share, which warrant on July 11, 2005 expired unexercised pursuant to its terms. Vertex Management (II) Pte Ltd (“VM2”) may be deemed to have the power to vote and dispose of the shares held of record by VTF pursuant to a management agreement between VM2 and VTF and a power of attorney granted by VTF to representatives of VM2. In accordance with these management arrangements, divestment and voting decisions must be approved by a majority vote of the members of an investment committee established by VM2 for VTF. See the second paragraph of Item 2 of this Schedule 13G for more information. In addition, Vertex Venture Holdings Ltd (“VVH”), as the majority shareholder of VTF, may also be deemed to have the power to vote and dispose of these shares.
 
*   Based upon 3,560,837 shares of Versant Common Stock outstanding as of September 12, 2005, reported by Versant Corporation in its quarterly report on Form 10-QSB for the quarter ended July 31, 2005.
 
**   See the first paragraph of Item 4 below.


 

                     
CUSIP No.
 
925284309 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:
Vertex Technology Fund (II) Ltd (“VTF2”)
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Singapore
       
  5   SOLE VOTING POWER:
     
NUMBER OF   --
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   70,422(2)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   --
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    70,422(2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  70,422(2)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ**
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  2.0%*
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
     
(2)   Includes 70,422 shares of Common Stock held by VTF2 as of December 31, 2005. Does not include shares of Common Stock that were subject to a warrant previously held by VTF2 with an exercise price of $1.66 per share, which warrant on July 11, 2005 expired unexercised pursuant to its terms. VM2 may be deemed to have the power to vote and dispose of the shares held of record by VTF2 pursuant to a management agreement between VM2 and VTT2 and a power of attorney granted by VTF2 to representatives of VM2. In accordance with these management arrangements, divestment and voting decisions must be approved by a majority vote of the members of an investment committee established by VM2 for VTF2. See the second paragraph of Item 2 of this Schedule 13G for more information. In addition, VVH, as the majority shareholder of VTF2, may also be deemed to have the power to vote and dispose of these shares.
 
*   Based upon 3,560,837 shares of Versant Common Stock outstanding as of September 12, 2005, reported by Versant Corporation in its quarterly report on Form 10-QSB for the quarter ended July 31, 2005.
 
**   See the first paragraph of Item 4 below.


 

                     
CUSIP No.
 
925284309 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:
Vertex Investment International (I) Inc. (“VII1”)
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  British Virgin Islands
       
  5   SOLE VOTING POWER:
     
NUMBER OF   --
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   10,000(3)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   --
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    10,000(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  10,000(3)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ**
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  0.3%*
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
     
(3)   Represents shares of Common Stock held by VII1 as of December 31, 2005. Voting and divestment decisions for VII1 are made by members of VII1’s Board of Directors, according to certain authorizations. Mr. Lee Choong Kwong and Mr. Toh Kim Huat were the sole members of VII1’s Board of Directors as of December 31, 2005. VVH, as the sole shareholder of VII1, may also be deemed to have the power to vote and dispose of these shares.
 
*   Based upon 3,560,837 shares of Versant Common Stock outstanding as of September 12, 2005, reported by Versant Corporation in its quarterly report on Form 10-QSB for the quarter ended July 31, 2005.
 
**   See the first paragraph of Item 4 below.


 

                     
CUSIP No.
 
925284309 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:
Vertex Investment International (III) Inc. (“VII3”)
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  British Virgin Islands
       
  5   SOLE VOTING POWER:
     
NUMBER OF   --
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   48,976(4)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   --
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    48,976(4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  48,976(4)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ**
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  1.4%*
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
     
(4)   Represents shares of Common Stock held by VII3 as of December 31, 2005. Voting and divestment decisions for VII3 are made by members of VII3’s Board of Directors, according to certain authorizations. Mr. Lee Choong Kwong and Mr. Toh Kim Huat were the sole members of VII3’s Board of Directors as of December 31, 2005. VVH, as the sole shareholder of VII3, may also be deemed to have the power to vote and dispose of these shares.
 
*   Based upon 3,560,837 shares of Versant Common Stock outstanding as of September 12, 2005, reported by Versant Corporation in its quarterly report on Form 10-QSB for the quarter ended July 31, 2005.
 
**   See the first paragraph of Item 4 below.


 

                     
CUSIP No.
 
925284309 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:
Vertex Management Pte Ltd (“VM”)
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Singapore
       
  5   SOLE VOTING POWER:
     
NUMBER OF   --
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   660(5)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   --
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    660(5)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  660(5)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ**
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  Less than 0.1%*
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
     
(5)   Represents shares of Common Stock held by VM as of December 31, 2005. Voting and divestment decisions for VM are made by members of VM’s Board of Directors. Vickers Capital Limited, as the sole shareholder of VM, and VVH, as the sole shareholder of Vickers Capital Limited, may also be deemed to have the power to vote and dispose of these shares.
 
*   Based upon 3,560,837 shares of Versant Common Stock outstanding as of September 12, 2005, reported by Versant Corporation in its quarterly report on Form 10-QSB for the quarter ended July 31, 2005.
 
**   See the first paragraph of Item 4 below.


 

                     
CUSIP No.
 
925284309 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:
Vertex Management (II) Pte Ltd (“VM2”)
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Singapore
       
  5   SOLE VOTING POWER:
     
NUMBER OF   --
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   341,305(6)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   --
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    341,305(6)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  341,305(6)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ**
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  9.6%*
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
     
(6)   Of these shares, 270,883 shares of Common Stock were held by VTF, and 70,422 shares of Common Stock were held by VTF2, as of December 31, 2005. Does not include shares of Common Stock that were subject to warrants previously held by VTF and VTF2 with exercise prices of $1.66 per share, which warrants on July 11, 2005 expired unexercised pursuant to their terms. VM2 may be deemed to have the power to vote and dispose of the shares held of record by VTF and VTF2 pursuant to management agreements between VM2 and each of VTF and VTF2 and powers of attorney granted by VTF and VTF2 to representatives of VM2. See the second paragraph of Item 2 of this Schedule 13G for more information. In addition, VVH, as the majority shareholder of VTF and VTF2, may also be deemed to have the power to vote and dispose of these shares.
 
*   Based upon 3,560,837 shares of Versant Common Stock outstanding as of September 12, 2005, reported by Versant Corporation in its quarterly report on Form 10-QSB for the quarter ended July 31, 2005.
 
**   See the first paragraph of Item 4 below.


 

                     
CUSIP No.
 
925284309 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:
Vertex Venture Holdings Ltd (“VVH”)
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Singapore
       
  5   SOLE VOTING POWER:
     
NUMBER OF   --
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   400,941(7)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   --
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    400,941(7)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  400,941(7)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  11.3%*
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
     
(7)   Of these shares, 270,883 shares of Common Stock are held by VTF, 70,422 shares of Common Stock are held by VTF2, 10,000 shares of Common Stock are held by VII1, 48,976 shares of Common Stock are held by VII3 and 660 shares of Common Stock are held by VM, all as of December 31, 2005. Does not include shares of Common Stock that were subject to warrants previously held by VTF and VTF2 with exercise prices of $1.66 per share, which warrants on July 11, 2005 expired unexercised pursuant to their terms. VM2 may be deemed to have the power to vote and dispose of the shares held of record by VTF and VTF2 pursuant to management agreements between VM2 and each of VTF and VTF2 and powers of attorney granted by VTF and VTF2 to representatives of VM2. See the second paragraph of Item 2 of this Schedule 13G for more information. In addition, VVH, as the majority shareholder of VTF, VTF2, VII1 and VII3, and as the sole shareholder of Vickers Capital Limited which is the sole shareholder of VM, may be deemed to have the power to vote and dispose of these shares.
 
*   Based upon 3,560,837 shares of Versant Common Stock outstanding as of September 12, 2005, reported by Versant Corporation in its quarterly report on Form 10-QSB for the quarter ended July 31, 2005.
 
**   See the first paragraph of Item 4 below.


 

SCHEDULE 13G
                     
CUSIP No.
 
925284309 
  Page  
  of   
17 
Introductory Note
This Schedule 13G does not reflect a change in share ownership of Common Stock of Versant Corporation by Vertex Technology Fund Ltd (“VTF”), Vertex Technology Fund (II) Ltd (“VTF2”), Vertex Investment International (I) Inc., Vertex Investment International (III) Inc., Vertex Management Pte Ltd, Vertex Management (II) Pte Ltd or Vertex Venture Holdings Ltd (together, the “Vertex Entities”) from the share ownership in Versant Corporation held by such Vertex Entities that is described in the Amendment to Schedule 13D filed by the Vertex Entities with the Securities and Exchange Commission on May 25, 2005 (the “13D Amendment”), except to reflect (i) the effects of the 1-for-10 reverse stock split of the outstanding Versant Corporation Common Stock which occurred on August 22, 2005 and (ii) the expiration of the warrants to purchase Common Stock with exercise prices of $1.66 per share held by VTF and VTF2 which expired by their terms on July 11, 2005, consistent with their description in the 13D Amendment.
Item 1.
            (a)   Name of Issuer:
 
      Versant Corporation (the “Issuer” or the “Company”)
            (b)   Address of Issuer’s Principal Executive Offices:
 
       6539 Dumbarton Circle
Fremont, California 94555
Item 2.
            (a)   Name of Person Filing:
 
      This Statement is filed by the following entities, which are collectively referred to as the “Reporting Persons”:
 
      Vertex Technology Fund Ltd (“VTF”)
Vertex Technology Fund (II) Ltd (“VTF2”)
Vertex Investment International (I) Inc. (“VII1”)
Vertex Investment International (III) Inc. (“VII3”)
Vertex Management Pte Ltd (“VM”)
Vertex Management (II) Pte Ltd (“VM2”)
Vertex Venture Holdings Ltd (“VVH”)

 


 

SCHEDULE 13G
                     
CUSIP No.
 
925284309 
  Page  
10 
  of   
17 
          VTF and VTF2 have each entered into management agreements with VM2 and have granted powers of attorney to representatives of VM2. These management agreements and powers of attorney relate to the investment of funds of VTF and VTF2 and the management of investments owned by VTF and VTF2 (including divestment and voting decisions in relation to the investments owned by VTF and VTF2). Under these management arrangements, VM2 has established an investment committee for each of VTF and VTF2 that makes divestment and voting decisions by majority vote. VII1 and VII3 have each entered into management agreements with VM2 relating to investment management services provided by VM2. Voting and divestment decisions for VII1 and VII3 are made by members of each of their Boards of Directors, subject to certain authorizations. The members of the Boards of Directors of each of VII1 and VII3 are Mr. Lee Choong Kwong and Mr. Toh Kim Huat. VVH is the majority (and in some cases, sole) shareholder of VTF, VTF2, VII1 and VII3, and is the sole shareholder of Vickers Capital Limited, which is the sole shareholder of VM.
            (b)   Address of Principal Business Office:
The address for VTF, VTF2, VM, VM2 and VVH is:
                51 Cuppage Road
                #10-08 Starhub Centre
                Singapore 229469
 
      The address for VII1 and VII3 is:
                P.O. Box 957
                Offshore Incorporations Centre
                Road Town, Tortola
                British Virgin Islands
            (c)   Citizenship:
 
      VTF, VTF3, VM, VM2 and VVH are each corporations organized under the laws of Singapore. VII1 and VII3 are each corporations organized under the laws of the British Virgin Islands.
            (d)   Title of Class of Securities:
 
      Common Stock, no par value
            (e)   CUSIP Number:
 
      925284309

 


 

SCHEDULE 13G
                     
CUSIP No.
 
925284309 
  Page  
11 
  of   
17 
Item 3.      Not applicable
Item 4.      Ownership.
          The following information with respect to the ownership of the Issuer’s Common Stock by the Reporting Persons is provided as of December 31, 2005. By virtue of the relationships among the various Reporting Persons, it could be alleged that a “group” exists among the Reporting Persons within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934. Ownership of the Issuer’s Common Stock reported by each Reporting Person in this Schedule 13G does not reflect the existence of such a “group,” and therefore share ownership amounts included in this Schedule 13G for each Reporting Person excludes shares held by related entities over which a particular Reporting Person could not be deemed to exercise control over voting or divestment decisions, as described herein. All Versant share information included in this Schedule 13G reflects the 1-for-10 reverse stock split which occurred on August 22, 2005.
            (a)   Amount beneficially owned:
 
      See Row 9 of cover page for each Reporting Person
            (b)   Percent of class:
 
      See Row 11 of cover page for each Reporting Person
            (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person
 
  (ii)   Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person
 
  (iii)   Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person
 
  (iv)   Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person
Item 5.        Ownership of Five Percent or Less of a Class.
             Not applicable
Item 6.         Ownership of More Than Five Percent on Behalf of Another Person.
             Not applicable

 


 

SCHEDULE 13G
                     
CUSIP No.
 
925284309 
  Page  
12 
  of   
17 
Item 7.         Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
                     As described above, the shares of Common Stock being reported on pursuant to this Schedule 13G are held of record by Vertex Technology Fund Ltd (270,883 shares), Vertex Technology Fund (II) Ltd (70,422 shares), Vertex Investment International (I) Inc. (10,000 shares), Vertex Investment International (III) Inc. (48,976 shares) and Vertex Management Pte Ltd (660 shares).
Item 8.      Identification and Classification of Members of the Group.
                     As described above, the shares of Common Stock being reported on pursuant to this Schedule 13G are held of record by VTF, VTF2, VII1, VII3 and VM (together, the “Vertex Funds”). While the existence of a group is not expressly affirmed pursuant to this filing, the Reporting Persons include the following additional entities, which may be deemed to exercise voting or investment power with respect to the following shares held of record by the Vertex Funds: Vertex Management (II) Pte Ltd (which may be deemed to have voting or investment power with respect to an aggregate of 341,305 shares held by VTF and VTF2); and Vertex Venture Holdings Ltd (which may be deemed to have voting or investment power with respect to an aggregate of 400,941 shares held by VTF, VTF2, VII1, VII3 and VM). See Item 2 of this Schedule 13G for additional information about the relationships among these parties.
Item 9.        Notice of Dissolution of Group.
             Not applicable
Item 10.       Certifications.
                     By signing below, the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 


 

                     
CUSIP No.
 
925284309 
  Page  
13 
  of   
17 
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
 
  VERTEX   TECHNOLOGY FUND LTD
 
       
Dated: January 23, 2006
  By:   /s/ Chua Joo Hock
 
       
 
  Name:   Chua Joo Hock
 
       
 
  Title:   Director
 
       
         
 
  VERTEX   TECHNOLOGY FUND (II) LTD
 
       
Dated: January 23, 2006
  By:   /s/ Chua Joo Hock
 
       
 
  Name:   Chua Joo Hock
 
       
 
  Title:   Director
 
       
         
 
  VERTEX   INVESTMENT INTERNATIONAL (I) LTD
 
       
Dated: January 23, 2006
  By:   /s/ Toh Kim Huat
 
       
 
  Name:   Toh Kim Huat
 
       
 
  Title:   Director
 
       
         
 
  VERTEX   INVESTMENT INTERNATIONAL (III) LTD
 
       
Dated: January 23, 2006
  By:   /s/ Toh Kim Huat
 
       
 
  Name:   Toh Kim Huat
 
       
 
  Title:   Director
 
       

 


 

SCHEDULE 13G
                     
CUSIP No.
 
925284309 
  Page  
14 
  of   
17 
         
 
  VERTEX   MANAGEMENT PTE LTD
 
       
Dated: January 23, 2006
  By:   /s/ Chua Joo Hock
 
       
 
  Name:   Chua Joo Hock
 
       
 
  Title:   Director
 
       
         
 
  VERTEX   MANAGEMENT (II) PTE LTD
 
       
Dated: January 23, 2006
  By:   /s/ Chua Joo Hock
 
       
 
  Name:   Chua Joo Hock
 
       
 
  Title:   Executive Director
 
       
         
 
  VERTEX   VENTURE HOLDINGS LTD
 
       
Dated: January 23, 2006
  By:   /s/ Tan Mui Hong
 
       
 
  Name:   Tan Mui Hong
 
       
 
  Title:   Director
 
       

 


 

SCHEDULE 13G
                     
CUSIP No.
 
925284309 
  Page  
15 
  of   
17 
EXHIBIT INDEX
     
Exhibit    
 
   
Exhibit A:
  Agreement of Joint Filing

 


 

SCHEDULE 13G
                     
CUSIP No.
 
925284309 
  Page  
16 
  of   
17 
EXHIBIT A
Agreement of Joint Filing
     The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Versant Corporation shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
         
 
  VERTEX   TECHNOLOGY FUND LTD
 
       
Dated: January 23, 2006
  By:   /s/ Chua Joo Hock
 
       
 
  Name:   Chua Joo Hock
 
       
 
  Title:   Director
 
       
         
 
  VERTEX   TECHNOLOGY FUND (II) LTD
 
       
Dated: January 23, 2006
  By:   /s/ Chua Joo Hock
 
       
 
  Name:   Chua Joo Hock
 
       
 
  Title:   Director
 
       
         
 
  VERTEX   INVESTMENT INTERNATIONAL (I) INC.
 
       
Dated: January 23, 2006
  By:   /s/ Toh Kim Huat
 
       
 
  Name:   Toh Kim Huat
 
       
 
  Title:   Director
 
       

 


 

SCHEDULE 13G
                     
CUSIP No.
 
925284309 
  Page  
17 
  of   
17 
         
 
  VERTEX   INVESTMENT INTERNATIONAL (III) INC.
 
       
Dated: January 23, 2006
  By:   /s/ Toh Kim Huat
 
       
 
  Name:   Toh Kim Huat
 
       
 
  Title:   Director
 
       
         
 
  VERTEX   MANAGEMENT PTE LTD
 
       
Dated: January 23, 2006
  By:   /s/ Chua Joo Hock
 
       
 
  Name:   Chua Joo Hock
 
       
 
  Title:   Director
 
       
         
 
  VERTEX   MANAGEMENT (II) PTE LTD
 
       
Dated: January 23, 2006
  By:   /s/ Chua Joo Hock
 
       
 
  Name:   Chua Joo Hock
 
       
 
  Title:   Executive Director
 
       
         
 
  VERTEX   VENTURE HOLDINGS LTD
 
       
Dated: January 23, 2006
  By:   /s/ Tan Mui Hong
 
       
 
  Name:   Tan Mui Hong
 
       
 
  Title:   Director