-----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, WTLQoQDkkUz0DQVaKeQ8qjhBc4j63ScnfZtZg+ZINu44x7A8wocDzchdjAqUy+zt BkYoYffDC26apSRwcR2GYQ== 0001005477-05-001929.txt : 20050611 0001005477-05-001929.hdr.sgml : 20050611 20050525201920 ACCESSION NUMBER: 0001005477-05-001929 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990712 FILED AS OF DATE: 20050525 DATE AS OF CHANGE: 20050525 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 6539 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5107891500 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VERTEX VENTURE HOLDINGS LTD CENTRAL INDEX KEY: 0001261124 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28540 FILM NUMBER: 05858043 BUSINESS ADDRESS: STREET 1: 77 SCIENCE PARK DR. #02-15 STREET 2: CINTECH III SINGAPORE SCIENCE PARK CITY: SINGAPORE 0511 STATE: A1 ZIP: 00000 BUSINESS PHONE: 0116587006530122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VERTEX MANAGEMENT II PTE LTD CENTRAL INDEX KEY: 0001134240 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28540 FILM NUMBER: 05858044 BUSINESS ADDRESS: STREET 1: 77 SCIENCE PARK DR. #02-15 STREET 2: CINTECH III SINGAPORE SCIENCE PARK CITY: SINGAPORE 0511 STATE: A1 ZIP: 00000 BUSINESS PHONE: 0116587006530122 MAIL ADDRESS: STREET 1: 77 SCIENCE PARK DR. #02-15 STREET 2: CINTECH III SINGAPORE SCIENCE PARK CITY: SINGAPORE 0511 STATE: A1 ZIP: 00000 4 1 edgar123.xml FORM 4 X0202 4 1999-07-12 0 0000865917 VERSANT CORP VSNT 0001261124 VERTEX VENTURE HOLDINGS LTD 77 SCIENCE PARK DRIVE #02-15 CINTECH III SINGAPORE SCIENCE PARK U0 118256 SINGAPORE 0 0 1 1 * See remarks below 0001134240 VERTEX MANAGEMENT II PTE LTD 77 SCIENCE PARK DRIVE #02-15 CINTECH III SINGAPORE SCIENCE PARK U0 SINGAPORE 0 0 1 1 * See remarks below Convertible Subordinated Promissory Note 1.925 1999-07-12 4 J 0 3846550.82 D Common Stock 1880000 0 I See footnote Series A Preferred Stock 1999-07-12 4 J 0 902946 A Common Stock 1805892 902946 I See footnote Series A Preferred Stock 1999-07-12 4 P 0 234741 A Common Stock 469482 234741 I See footnote Warrants to Purchase Common Stock 2.13 1999-07-12 4 P 0 902946 A Common Stock 902946 902946 I See footnote Warrants to Purchase Common Stock 2.13 1999-07-12 4 P 0 234741 .125 A Common Stock 234741 234946 I See footnote Reflects conversion of note by Vertex Technology Fund Ltd (VTF) into 902,946 shares of Series A Preferred Stock, also reported on Form 4 filed 8/10/99 (the 1999 Form 4). Note was immediately convertible into 1,880,000 shrs of Com Stk at conversion ratio of $1.925 per share and had maturity date of 10/15/01. Vertex Management (II) Pte Ltd (VM2) could be deemed to have power to vote and dispose of shrs held of record by VTF pursuant to management agreement between VM2 and VTF and related power of attorney. VVH as majority shareholder of VTF may also be deemed to have power to vote and dispose of these shares. VM2 and VVH disclaim beneficial ownership of these shrs except to extent of pecuniary interest therein if any and this rpt shall not be deemed an admission that VVH or VM2 is the beneficial owner of the shares for purposes of Sec 16 or any other purpose. Reflects acquisition of 902,946 shares of Series A Preferred Stock in exchange for conversion of note, also reported on 1999 Form 4. See footnote 1 for information regarding note and the relationships among VTF, VM2 and VVH. VM2 and VVH disclaim beneficial ownership of these shares, except to the extent of any pecuniary interests therein and this report shall not be deemed an admission that VVH or VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose. Reflects the purchase of 234,741 shares of Series A Preferred Stock by Vertex Technology Fund (II) Pte Ltd (VTF2), which were then convertible into Common Stock at a two-for-one conversion ratio, at the option of VTF2 or upon the occurrence of certain automatic conversion conditions. These shares were reported on the 1999 Form 4. VM2 could 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 VTF2 and a related power of attorney. VVH, as the majority shareholder of VTF2, may also be deemed to have the power to vote and dispose of these shares. VM2 and VVH disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein, if any, and this report shall not be deemed an admission that VVH or VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose. Reflects the acquisition of immediately exercisable warrants to purchase 902,946 shares of Common Stock by VTF in connection with a preferred stock financing, which were reported on the 1999 Form 4. The warrant had an initial expiration date of July 11, 2004. See footnote 1 for information regarding the relationships among VTF, VM2 and VVH. VM2 and VVH disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein, if any, and this report shall not be deemed an admission that VVH or VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose. Reflects the acquisition of immediately exercisable warrants to purchase 234,741 shares of Common Stock held by VTF2 in connection with a preferred stock financing, which were reported on the 1999 Form 4. See footnote 3 for information regarding the relationships among VTF2, VM2 and VVH. VM2 and VVH disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein, if any, and this report shall not be deemed an admission that VVH or VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose. 2-for-1 * The Reporting Persons may, together with the reporting persons included in an amended Form 3 filed with the Securities and Exchange Commission on August 10, 1999 by Vertex Technology Fund Ltd and the other entities listed on the attachments thereto (the 1999 Form 3), be deemed to be members of a group within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934. While the Reporting Persons do not concede that such a group has been formed, this filing is being made as if such a group exists to ensure compliance with the Exchange Act. Vertex Venture Holdings Ltd By: Tan Mui Hong, Director 2005-04-19 -----END PRIVACY-ENHANCED MESSAGE-----