-----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, CgYTOUXurAxICeOddP0SwHeg5my/FVjz5B2aParBnX7HI/e8KYplbTmo+ToZMYT4 jLzf5qIddu0QpaK2V0D82g== 0001005477-05-001936.txt : 20050611 0001005477-05-001936.hdr.sgml : 20050611 20050526135146 ACCESSION NUMBER: 0001005477-05-001936 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040318 FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 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 TECHNOLGY FUND II LTD CENTRAL INDEX KEY: 0001134081 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28540 FILM NUMBER: 05859328 BUSINESS ADDRESS: STREET 1: 77 SCIENCE PARK DRIVE #02-15 STREET 2: CINTECH III SINGAPORE SCIENCE PARK CITY: SINGAPORE STATE: U0 ZIP: 00000 BUSINESS PHONE: 011658700606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SINGAPORE TECHNOLOGIES PTE LTD CENTRAL INDEX KEY: 0001106676 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28540 FILM NUMBER: 05859329 BUSINESS ADDRESS: STREET 1: 51 CUPPAGE RD #09-01 STREET 2: STARHUB CENTRE CITY: SINGAPORE STATE: U0 ZIP: 229469 BUSINESS PHONE: 011658361128 MAIL ADDRESS: STREET 1: 51 CUPPAGE RD #09-01 STREET 2: STARHUB CENTRE CITY: SINGAPORE STATE: U0 ZIP: 229469 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VERTEX TECHNOLOGY FUND LTD CENTRAL INDEX KEY: 0001104140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28540 FILM NUMBER: 05859330 BUSINESS ADDRESS: STREET 1: 77 SCIENCE PARK DR #02-15 STREET 2: CINTECH III SINGAPORE SCIENCE PARK CITY: SINGAPORE 118256 STATE: U0 MAIL ADDRESS: STREET 1: 77 SCIENCE PARK DR #02-15 STREET 2: CINTECH III SINGAPORE SCIENCE PARK CITY: SINGAPORE 118256 STATE: U0 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: 05859331 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: 05859332 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 2004-03-18 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 0001104140 VERTEX TECHNOLOGY FUND LTD 77 SCIENCE PARK DRIVE, #02-15 CINTECH III, SINGAPORE SCIENCE PARK U0 118256 SINGAPORE 0 0 1 1 * See remarks below 0001106676 SINGAPORE TECHNOLOGIES PTE LTD 60B ORCHARD ROAD #06-18 ORCHARD@ATRIUM TOWER 2 U0 238891 SINGAPORE 0 0 1 1 * See remarks below 0001134081 VERTEX TECHNOLGY FUND II LTD 77 SCIENCE PK DR. #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 Common Stock 2004-03-18 4 C 0 2708838 A 2708838 I See footnote Common Stock 2004-03-18 4 C 0 704223 A 704223 I See footnote Common Stock 100000 I See footnote Common Stock 489767 I See footnote Common Stock 6600 I See footnote Common Stock Warrant (right to buy) 2.13 2004-03-18 4 J 0 902946 D 2004-07-11 Common Stock 902946 0 I See footnote Common Stock Warrant (right to buy) 2.13 2004-03-18 4 J 0 234741 D 2004-07-11 Common Stock 234741 0 I See footnote Common Stock Warrant (right to buy) 1.66 2004-03-18 4 J 0 902946 A 2005-07-11 Common Stock 902946 902946 I See footnote Common Stock Warrant (right to buy) 1.66 2004-03-18 4 J 0 234741 A 2005-07-11 Common Stock 234741 234741 I See footnote Series A Conv. Preferred Stock 2004-03-18 4 J 0 902946 D Common Stock 1805892 0 I See footnote Series A Conv. Preferred Stock 2004-03-18 4 J 0 234741 D Common Stock 469482 0 I See footnote Series A Conv. Preferred Stock 2004-03-18 4 J 0 902946 A Common Stock 2708838 902946 I See footnote Series A Conv. Preferred Stock 2004-03-18 4 J 0 234741 A Common Stock 704223 234741 I See footnote Series A conv. Preferred Stock 2004-03-18 4 C 0 902946 D Common Stock 2708838 0 I See footnote Series A conv. Preferred Stock 2004-03-18 4 C 0 234741 D Common Stock 704223 0 I See footnote Reflects auto conversion of 902,946 shrs of Series A Preferred held by Vertex Technology Fund Ltd (VTF) into 2,708,838 shrs of Common, at 3-1 ratio, upon effective time of Poet Holdings, Inc. merger (Poet Merger). 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 mgmt agreement between VM2 and VTF and related power of attorney. Vertex Venture Holdings Ltd (VVH), as majority shareholder of VTF, may also be deemed to have power to vote and dispose of shrs. At time of transaction, Singapore Technologies Pte Ltd (STPL) was indirect parent of VVH, but since 12/31/04, no longer holds position. See footnote 2. VM2, VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of pecuniary interests, and this report is not deemed admission that VVH, VM2 or, during such period, STPL is beneficial owner of shrs for Section 16 or any other purpose. In connection with an internal restructuring that was completed on 12/31/2004, the shrs of VVH previously indirectly owned by STPL were transferred to Fullerton (Private) Limited, a wholly-owned subsidiary of Temasek Holdings (Private) Limited (Temasek). Temasek is the parent of STPL. Accordingly, STPL ceased to be a reporting person with effect from 12/31/2004. Reflects auto conversion of 234,741 shrs of Series A Preferred Stock held by Vertex Technology Fund (II) Ltd (VTF2) into 704,223 shrs of Common Stock, at 3-for-1 ratio, upon effective time of Poet Merger. VM2 could be deemed to have power to vote and dispose of shrs held of record by VTF2 pursuant to mgmt agreement between VM2 and VTF2 and related power of attorney. VVH, as majority shareholder of VTF2, may also be deemed to have power to vote and dispose of these shrs. At time of transaction, STPL was indirect parent of VVH, but since 12/31/04, no longer holds position. See footnote 2. VM2, VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and report is not deemed admission that VVH, VM2 or, during period STPL was indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects shrs held by Vertex Investment International (I) Inc. (VII1). VVH, as majority shareholder of VII1, may be deemed to have power to vote and dispose of these shrs. As of 3/18/04, STPL was indirect parent of VVH, but since 12/31/04, no longer holds position. See footnote 2. VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and this report shall not be deemed an admission that VVH or, during period STPL was indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects shrs held by Vertex Investment International (III) Inc. (VII3). VVH, as majority shareholder of VII3, may be deemed to have power to vote and dispose of these shrs. As of 3/18/04, STPL was indirect parent of VVH, but since 12/31/04, no longer holds position. See footnote 2. VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and this report shall not be deemed an admission that VVH or, during period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects shrs held by Vertex Management Pte Ltd (VM). VVH, as majority shareholder of Vickers Capital Limited, which is the majority shareholder of VM, may be deemed to have power to vote and dispose of these shrs. As of 3/18/04, STPL was indirect parent corporation of VVH, but since 12/31/04, no longer holds position. See footnote 2. VVH and, during period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and this report shall not be deemed an admission that VVH or, during period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects amendment, upon effective time of Poet Merger, of immediately exercisable warrants to purchase 902,946 shrs of Common Stock held by VTF. Original warrant was issued on 7/12/99 in connection with preferred stock financing. Amendments to warrant were made pursuant to Preferred Stock Conversion Agreement dated 9/26/03 (Conversion Agreement) among Issuer, VTF, VTF2 and another shareholder, under which the parties made certain agreements with respect to shrs of Series A Preferred Stock and warrants held by them. See footnote 1 for information regarding relationships among VTF, VM2, VVH and STPL. VM2, VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during period STPL was indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects amendment, upon effective time of Poet Merger, of immediately exercisable warrants to purchase 234,741 shrs of Common Stock held by VTF2. Original warrant was issued on 7/12/99 for $0.125 per share in connection with a preferred stock financing. Amendments to warrant were made pursuant to the Conversion Agreement (see footnote 7 above). See footnote 3 for information regarding relationships among VTF2, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shares, except to the extent of any pecuniary interests, and this report shall not be deemed admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects amendment (i) of certain terms of Series A Preferred Stock held by VTF upon filing of Certificate of Amendment of Articles of Incorporation on 3/18/04, and (ii) of conversion ratio of Series A Preferred Stock held by VTF upon effective time of Poet Merger on 3/18/04. Amendments to terms of Series A Preferred Stock were made pursuant to the Conversion Agreement (see footnote 7 above). See footnote 1 for information regarding relationships among VTF, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to the extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects amendment (i) of certain terms of Series A Preferred Stock held by VTF2 upon filing of Certificate of Amendment of Articles of Incorporation on 3/18/04, and (ii) of conversion ratio of Series A Preferred Stock held by VTF2 upon effective time of Poet Merger on 3/18/04. Amendment to terms of Series A Preferred Stock were made pursuant to the Conversion Agreement (see footnote 7 above). See footnote 3 for information regarding relationships among VTF2, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to the extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects conversion immediately following the Poet Merger, in accordance with Articles of Incorporation, of shrs of Series A Preferred Stock held by VTF and referenced in footnote 9 above. See footnote 1 for information regarding relationships among VTF, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to the extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Reflects conversion immediately following the Poet Merger, in accordance with Articles of Incorporation, of shrs of Series A Preferred Stock held by VTF2 and referenced in footnote 10 above. See footnote 3 for information regarding relationships among VTF2, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to the extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose. Immediately. 2-for-1 3-for-1 * The Reporting Persons may 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 is to ensure compliance with the Exchange Act. Vertex Venture Holdings Ltd. By: Tan Mui Hong, Director 2005-05-24 -----END PRIVACY-ENHANCED MESSAGE-----