S-8

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Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VERSANT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

California	94-3079392
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Versant Corporation
6539 Dumbarton Circle
Fremont, CA 94555
(Address of Principal Executive Offices, including Zip Code)

1996 Directors Stock Option Plan
(Full Title of the Plan)

Lee McGrath
Vice President, Finance and Administration
VERSANT CORPORATION
6539 Dumbarton Circle
Fremont, California 94555
(510) 789-1500
(Name, Address and Telephone Number of Agent for Service)

Copies to:

Kenneth A. Linhares, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value	250,000(1)	$0.90(2)	$225,000	$18.20

(1)

Represents shares registered pursuant to this Registration Statement that are available for issuance under the Registrant's 1996 Directors Stock Option Plan. Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the prospectus relating to this Registration Statement also relates to Form S-8 Registration Statements Nos. 333-08537, 333-29947, 333-67776 and 333-87922. A total of 5,771,702 shares issuable under the Registrant's 1996 Equity Incentive Plan, 1996 Employee Stock Purchase Plan and 1996 Directors Stock Option Plan have been previously registered under the Securities Act.

(2)

Estimated pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Registrant's Common Stock as reported by the Nasdaq National Market on August 11, 2003, solely for the purpose of calculating the amount of the registration fee.

VERSANT CORPORATION
REGISTRATION STATEMENT ON FORM S-8

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Previous Registration Statement

        Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register 250,000 additional shares under the 1996 Directors Stock Option Plan of Versant Corporation (the "Registrant"). Such increase was approved by the Registrant's Board of Directors on May 21, 2003 and was approved by the Registrant's shareholders at the Registrant's Annual Meeting of Shareholders on July 30, 2003. The contents of the Registrant's Form S-8 Registration Statements Nos. 333-08537, 333-29947, 333-80827, 333-43480, 333-58152, 333-67776 and 333-87922 are hereby incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel

        As of the date of this Registration Statement, attorneys of Fenwick & West LLP and family members thereof beneficially own an aggregate of approximately 2,000 shares of the Registrants Common Stock.

Item 8. Exhibits

Exhibit No.	Description
4.01	Registrant's Amended and Restated Articles of Incorporation as filed with the California Secretary of State on July 24, 1996 (incorporated herein by reference to Exhibit 4.01 of Registrant's Form S-8, File No. 333-43480, filed with the Commission on August 10, 2000).
4.02	Registrant's Certificate of Amendment of Articles of Incorporation as filed with the California Secretary of State on July 14, 1998 (incorporated herein by reference to Exhibit 4.04 of Registrant's Form S-8, File No. 333-80827, filed with the Commission on June 16, 1999).
4.03	Registrant's Certificate of Determination as filed with the California Secretary of State on July 13, 1999 (incorporated herein by reference to Exhibit 3.01 of Registrant's Form 8-K filed with the Commission on July 13, 1999).
4.04	Registrant's Certificate of Amendment of Articles of Incorporation as filed with the California Secretary of State on or about August 5, 2003 (filed herewith)
4.05	Registrant's Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.05 of the Registrant's Registration Statement on Form SB-2, File No. 333-4910-LA originally filed with the Commission on May 24, 1996, as subsequently amended on June 18, 1996 and July 16, 1996).
4.06	Registrant's 1996 Directors Stock Option Plan, as amended, and related documents (the amended plan is filed herewith and the related documents are incorporated herein by reference to Exhibit 4.06 of Registrant's Form S-8, File No. 333-29947, filed with the Commission on June 24, 1997).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of KPMG LLP, Independent Auditors.
24.01	Power of Attorney (see signature page).

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POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Nick Ordon and Lee McGrath, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on this 11th day of August, 2003.

VERSANT CORPORATION
By:	/s/  NICK ORDON Nick Ordon President, Chief Executive Officer and a Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/s/  NICK ORDON Nick Ordon	President, Chief Executive Officer and a Director	August 11, 2003
Principal Financial Officer and Principal Accounting Officer:
/s/  LEE MCGRATH Lee McGrath	Vice President Finance and Administration, Chief Financial Officer and Secretary	August 11, 2003
Additional Directors:
/s/  WILLIAM HENRY DELAVATI William Henry Delevati	Director	August 11, 2003
/s/  SHYAM RANGOLE Shyam Rangole	Director	August 11, 2003
/s/  DANIEL L. ROBERTS Daniel L. Roberts	Director	August 11, 2003

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/s/  SATEESH LELE Sateesh Lele	Director	August 11, 2003
/s/  BERNHARD WOEBKER Bernhard Woebker	Director	August 11, 2003
/s/  AJAY JAIN Ajay Jain	President, Real-Time Solutions, and Director	August 11, 2003
/s/  UDAY BELLARY Uday Bellary	Director	August 11, 2003

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EXHIBIT INDEX

Exhibit No.	Description
4.01	Registrant's Amended and Restated Articles of Incorporation as filed with the California Secretary of State on July 24, 1996 (incorporated herein by reference to Exhibit 4.01 of Registrant's Form S-8, File No. 333-43480, filed with the Commission on August 10, 2000).
4.02	Registrant's Certificate of Amendment of Articles of Incorporation as filed with the California Secretary of State on July 14, 1998 (incorporated herein by reference to Exhibit 4.04 of Registrant's Form S-8, File No. 333-80827, filed with the Commission on June 16, 1999).
4.03	Registrant's Certificate of Determination as filed with the California Secretary of State on July 13, 1999 (incorporated herein by reference to Exhibit 3.01 of Registrant's Form 8-K filed with the Commission on July 13, 1999).
4.04	Registrant's Certificate of Amendment of Articles of Incorporation as filed with the California Secretary of State on or about August 5, 2003 (filed herewith)
4.05	Registrant's Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.05 of the Registrant's Registration Statement on Form SB-2, File No. 333-4910-LA originally filed with the Commission on May 24, 1996, as subsequently amended on June 18, 1996 and July 16, 1996).
4.06	Registrant's 1996 Directors Stock Option Plan, as amended, and related documents (the amended plan is filed herewith and the related documents are incorporated herein by reference to Exhibit 4.06 of Registrant's Form S-8, File No. 333-29947, filed with the Commission on June 24, 1997).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of KPMG LLP, Independent Auditors.
24.01	Power of Attorney (see signature page).

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Previous Registration Statement
Item 5. Interests of Named Experts and Counsel
Item 8. Exhibits

POWER OF ATTORNEY
SIGNATURES
EXHIBIT INDEX

EX-4.04

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EXHIBIT 4.04

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
VERSANT CORPORATION

NICK ORDON and LEE MCGRATH certify that:

        1.     They are the President and Secretary, respectively, of Versant Corporation, a California corporation.

        2.     Article III of the Amended and Restated Articles of Incorporation of this corporation is hereby amended to read in its entirety as follows:

        This Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and Preferred Stock," both of which shall have no par value. The total number of shares of all classes which the Corporation is authorized to issue is forty-eight million (48,000,000) shares. Forty-five million (45,000,000) shares shall be Common Stock and three million (3,000,000) shares shall be Preferred Stock.

        The Preferred Stock authorized by the Articles of Incorporation of this corporation may be issued from time to time in series. Subject to compliance with applicable protective voting rights which may be granted to the Preferred Stock or series thereof in Certificates of Determination or the Corporation's Articles of Incorporation, the Board of Directors of this Corporation is authorized, from time to time, to determine or alter the rights, preferences, privileges and restrictions granted to, or imposed upon, any wholly unissued series of Preferred Stock, and to fix the number of shares of any such series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series prior to or subsequent to the issuance of shares of that series.

        3.     The foregoing amendment of the Amended and Restated Articles of Incorporation has been duly approved by the board of directors.

        4.     The foregoing amendment of the Amended and Restated Articles has been duly approved by the required vote of shareholders in accordance with Sections 902 and 903 of the California Corporations Code. The total number of outstanding shares of the corporation is 14,899,011 shares of Common Stock and 1,313,743 shares of Series A Preferred Stock. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than fifty percent (50%) of the outstanding shares of Common Stock and more than fifty percent (50%) of the outstanding shares of Common Stock and Series A Preferred Stock voting together.

        We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: July 31, 2003

/s/  NICK ORDON Nick Ordon, President

/s/  LEE MCGRATH Lee McGrath, Secretary

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EXHIBIT 4.04

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VERSANT CORPORATION

EX-4.06

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EXHIBIT 4.06

VERSANT CORPORATION

1996 DIRECTORS STOCK OPTION PLAN

As Adopted May 21, 1996
As Amended June 5, 1997, June 14, 2001, April 18, 2002 and July 30, 2003

        1.    Purpose.    This 1996 Directors Stock Option Plan (this "Plan") is established to provide equity incentives for nonemployee members of the Board of Directors of Versant Corporation (the "Company"), who are described in Section 6.1 below, by granting such persons options to purchase shares of stock of the Company.

        2.    Adoption and Stockholder Approval.    After this Plan is adopted by the Board of Directors of the Company (the "Board"), this Plan will become effective on the time and date (the "Effective Date") on which the registration statement filed by the Company with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act"), to register the initial public offering of the Company's Common Stock is declared effective by the SEC; provided, however, that if the Effective Date does not occur on or before December 31, 1996, this Plan and any Options granted hereunder will terminate. This Plan shall be approved by the stockholders of the Company, consistent with applicable laws, within twelve (12) months after the date this Plan is adopted by the Board. Options ("Options") may be granted under this Plan after the Effective Date provided that, in the event that stockholder approval is not obtained within the time period provided herein, this Plan, and all Options granted hereunder, shall terminate. No Option that is issued as a result of any increase in the number of shares authorized to be issued under this Plan shall be exercised prior to the time such increase has been approved by the stockholders of the Company and all such Options granted pursuant to such increase shall similarly terminate if such stockholder approval is not obtained. So long as the Company is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") the Company will comply with the requirements of Rule 16b-3 with respect to stockholder approval.

        3.    Types of Options and Shares.    Options granted under this Plan shall be non-qualified stock options ("NQSOs"). The shares of stock that may be purchased upon exercise of Options granted under this Plan (the "Shares") are shares of the Common Stock of the Company.

        4.    Number of Shares.    The maximum number of Shares that may be issued pursuant to Options granted under this Plan (the "Maximum Number") is 525,000 Shares, subject to adjustment as provided in this Plan. If any Option is terminated for any reason without being exercised in whole or in part, the Shares thereby released from such Option shall be available for purchase under other Options subsequently granted under this Plan. At all times during the term of this Plan, the Company shall reserve and keep available such number of Shares as shall be required to satisfy the requirements of outstanding Options granted under this Plan; provided, however that if the aggregate number of Shares subject to outstanding Options granted under this Plan plus the aggregate number of Shares previously issued by the Company pursuant to the exercise of Options granted under this Plan equals or exceeds the Maximum Number of Shares, then notwithstanding anything herein to the contrary, no further Options may be granted under this Plan until the Maximum Number is increased or the aggregate number of Shares subject to outstanding Options granted under this Plan plus the aggregate number of Shares previously issued by the Company pursuant to the exercise of Options granted under this Plan is less than the Maximum Number.

        5.    Administration.    This Plan shall be administered by the Board or by a committee of not less than two members of the Board appointed to administer this Plan (the "Committee"). As used in this Plan, references to the Committee shall mean either such Committee or the Board if no Committee

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has been established. The interpretation by the Committee of any of the provisions of this Plan or any Option granted under this Plan shall be final and binding upon the Company and all persons having an interest in any Option or any Shares purchased pursuant to an Option.

        6.    Eligibility and Award Formula.

                6.1    Eligibility.    Options shall be granted only to directors of the Company who are not employees of the Company or any Parent, Subsidiary or Affiliate of the Company, as those terms are defined in Section 18 below (each such person referred to as an "Optionee").

                6.2    Initial Grant.    Each Optionee who on or after the Effective Date is or becomes a member of the Board will automatically be granted an Option for 40,000 Shares (the "Initial Grant") on the later of the Effective Date or the date such Optionee first becomes a member of the Board.

                6.3    Succeeding Grants.    On each anniversary of an Initial Grant, if the Optionee then is still a member of the Board and has served continuously as a member of the Board since the date of the Optionee's Initial Grant, the Optionee will automatically be granted an Option for 20,000 Shares (a "Succeeding Grant").

        7.    Terms and Conditions of Options.    Subject to the following and to Section 6 above:

                7.1    Form of Option Grant.    Each Option granted under this Plan shall be evidenced by a written Stock Option Grant ("Grant") in such form (which need not be the same for each Optionee) as the Committee shall from time to time approve, which Grant shall comply with and be subject to the terms and conditions of this Plan.

                7.2    Vesting.    The date an Optionee receives an Initial Grant or a Succeeding Grant is referred to in this Plan as the "Start Date" for such Option.

                        (a)    Initial Grants.    Each Initial Grant will vest as to fifty percent (50%) of the Shares upon each of the first two successive anniversaries of the Start Date for such Initial Grant, so long as the Optionee continuously remains a director or a consultant of the Company.

                        (b)    Succeeding Grants.    Each Succeeding Grant will vest as to fifty percent (50%) of the Shares on each of the first two successive anniversaries of the Start Date for such Succeeding Grant, so long as the Optionee continuously remains a director or a consultant of the Company.

                7.3    Exercise Price.    The exercise price of an Option shall be the Fair Market Value (as defined in Section 18.4) of the Shares, at the time that the Option is granted.

                7.4    Termination of Option.    Except as provided below in this Section, each Option shall expire ten (10) years after its Start Date (the "Expiration Date"). The Option shall cease to vest and unvested Options shall expire when the Optionee ceases to be a member of the Board or a consultant of the Company. The date on which the Optionee ceases to be a member of the Board or a consultant of the Company shall be referred to as the "Termination Date". An Option may be exercised after the Termination Date only as set forth below:

                        (a)    Termination Generally.    If the Optionee ceases to be a member of the Board or consultant of the Company for any reason except death or disability, then each vested Option (as defined in Section 7.2 of this Plan) then held by such Optionee may be exercised by the Optionee within seven (7) months after the Termination Date, but in no event later than the Expiration Date.

                        (b)    Death or Disability.    If the Optionee ceases to be a member of the Board or consultant of the Company because of the death of the Optionee or the disability of the Optionee within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), then each vested Option (as defined in Section 7.2 of this Plan) then held by such Optionee

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may be exercised by the Optionee (or the Optionee's legal representative) within twelve (12) months after the Termination Date, but in no event later than the Expiration Date.

        8.    Exercise of Options.

                8.1    Exercise Period.    Subject to the provisions of Section 8.5 of the Plan, Options shall be exercisable immediately (subject to repurchase pursuant to Section 10 of the Plan).

                8.2    Notice.    Options may be exercised only by delivery to the Company of an exercise agreement in a form approved by the Committee stating the number of Shares being purchased, the restrictions imposed on the Shares and such representations and agreements regarding the Optionee's investment intent and access to information as may be required by the Company to comply with applicable securities laws, together with payment in full of the exercise price for the number of Shares being purchased.

                8.3    Payment.    Payment for the Shares purchased upon exercise of an Option may be made (a) in cash or by check; (b) by surrender of shares of Common Stock of the Company that have been owned by the Optionee for more than six (6) months (and which have been paid for within the meaning of SEC Rule 144 and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or were obtained by the Optionee in the open public market, having a Fair Market Value equal to the exercise price of the Option; (c) by waiver of compensation due or accrued to the Optionee for services rendered; (d) provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; (e) provided that a public market for the Company's stock exists, through a "margin" commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; or (f) by any combination of the foregoing.

                8.4    Withholding Taxes.    Prior to issuance of the Shares upon exercise of an Option, the Optionee shall pay or make adequate provision for any federal or state withholding obligations of the Company, if applicable.

                8.5    Limitations on Exercise.    Notwithstanding the exercise periods set forth in the Grant, exercise of an Option shall always be subject to the following limitations:

                        (a)    An Option shall not be exercisable until such time as this Plan (or, in the case of Options granted pursuant to an amendment increasing the number of shares that may be issued pursuant to this Plan, such amendment) has been approved by the stockholders of the Company in accordance with Section 16 hereof.

                        (b)    An Option shall not be exercisable unless such exercise is in compliance with the Securities Act and all applicable state securities laws, as they are in effect on the date of exercise.

                        (c)    The Committee may specify a reasonable minimum number of Shares that may be purchased upon any exercise of an Option, provided that such minimum number will not prevent the Optionee from exercising the full number of Shares as to which the Option is then exercisable.

        9.    Nontransferability of Options.    During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or by the Optionee's guardian or legal representative, unless otherwise

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permitted by the Committee. No Option may be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution.

        10.    Restrictions on Shares.    The Company shall reserve to itself and/or its assignee(s) in the Grant a right to repurchase all unvested Shares held by an Optionee if the Optionee ceases to be a member of the Board or a consultant of the Company. The Company shall exercise such repurchase right within ninety (90) days after the Optionee's Termination Date for cash at the Optionee's original exercise price.

        11.    Privileges of Stock Ownership.    No Optionee shall have any of the rights of a stockholder with respect to any Shares subject to an Option until the Option has been validly exercised. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date of exercise, except as provided in this Plan. The Company shall provide to each Optionee a copy of the annual financial statements of the Company, at such time after the close of each fiscal year of the Company as they are released by the Company to its stockholders.

        12.    Adjustment of Option Shares.    In the event that the number of outstanding shares of Common Stock of the Company is changed by a stock dividend, stock split, reverse stock split, combination, reclassification or similar change in the capital structure of the Company without consideration, the number of Shares available under this Plan and the number of Shares subject to outstanding Options and the exercise price per share of such outstanding Options shall be proportionately adjusted, subject to any required action by the Board or stockholders of the Company and compliance with applicable securities laws; provided, however, that no fractional shares shall be issued upon exercise of any Option and any resulting fractions of a Share shall be rounded up to the nearest whole Share.

        13.    No Obligation to Continue as Director.    Nothing in this Plan or any Option granted under this Plan shall confer on any Optionee any right to continue as a director of the Company.

        14.    Compliance With Laws.    The grant of Options and the issuance of Shares upon exercise of any Options shall be subject to and conditioned upon compliance with all applicable requirements of law, including without limitation compliance with the Securities Act, compliance with all other applicable state securities laws and compliance with the requirements of any stock exchange or national market system on which the Shares may be listed. The Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration or qualification requirement of any state securities laws, stock exchange or national market system.

        15.    Assumption or Replacement of Options by Successor.    In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Options granted under this Plan are assumed or replaced by the successor corporation, which assumption will be binding on all Optionees), (c) a merger in which the Company is the surviving corporation but after which the stockholders of the Company (other than any stockholder which merges (or which owns or controls another corporation which merges) with the Company in such merger) own less than 50% of the shares or other equity interests in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale or transfer of a majority of the outstanding shares of the Company by tender offer or similar transaction, the vesting of all options granted pursuant to this Plan will accelerate and the options will become exercisable in full prior to the consummation of such event at such times and on such conditions as the Committee determines, and if such options are not exercised prior to the consummation of the corporate transaction, they shall terminate in accordance with the provisions of this Plan.

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        16.    Amendment or Termination of Plan.    The Committee may at any time terminate or amend this Plan (but may not terminate or amend the terms of any outstanding option without the consent of the Optionee); provided, however, that the Committee shall not, without the approval of the stockholders of the Company, increase the total number of Shares available under this Plan (except by operation of the provisions of Sections 4 and 12 above) or change the class of persons eligible to receive Options. Further, the provisions in Sections 6 and 7 of this Plan shall not be amended more than once every six (6) months, other than to comport with changes in the Code, the Employee Retirement Income Security Act or the rules thereunder. In any case, no amendment of this Plan may adversely affect any then outstanding Options or any unexercised portions thereof without the written consent of the Optionee.

        17.    Term of Plan.    Options may be granted pursuant to this Plan from time to time within a period of ten (10) years from the date this Plan is adopted by the Board.

        18.    Certain Definitions.    As used in this Plan, the following terms shall have the following meanings:

                18.1    "Parent" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the granting of the Option, each of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

                18.2    "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

                18.3    "Affiliate" means any corporation that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another corporation, where "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to cause the direction of the management and policies of the corporation, whether through the ownership of voting securities, by contract or otherwise.

                18.4    "Fair Market Value" means, as of any date, the value of a share of the Company's Common Stock determined as follows:

(a)

if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in The Wall Street Journal;



(b)

if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal;



(c)

if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal; or



(d)

in the case of an Initial Grant made on the Effective Date, the price per share at which shares of the Company's Common Stock are initially offered for sale to the public by the Company's underwriters in the initial public offering of the Company's Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or



(e)

if none of the foregoing is applicable, by the Committee in good faith.

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EXHIBIT 4.06

EX-5.01

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EXHIBIT 5.01

August 11, 2003

Versant Corporation
6539 Dumbarton Circle
Fremont, CA 94555

Gentlemen/Ladies:

        At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Versant Corporation, a California corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") on or about August 11, 2003 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 250,000 shares of the Company's Common Stock (the "Stock"), subject to issuance by the Company upon the exercise of stock options granted under the Company's 1996 Directors Stock Option Plan, as amended (the "Directors Plan"). In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following.

(1)

the Company's Amended and Restated Articles of Incorporation, filed with the California Secretary of State on July 24, 1996; Certificate of Amendment of the Amended and Restated Articles of Incorporation, filed with the California Secretary of State on July 14, 1998; the Company's Certificate of Determination, filed with the California Secretary of State on July 13, 1999; and the Company's Certificate of Amendment of the Amended and Restated Articles of Incorporation, filed with the California Secretary of State on or about August 5, 2003.



(2)

the Company's Bylaws, certified by the Company's Secretary on August 11, 2003.



(3)

the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference.



(4)

the Prospectus prepared in connection with the Registration Statement.



(5)

the minutes of meetings and actions by written consent of the shareholders and Board of Directors of the Company that are contained in the Company's minute books that are in our possession.



(6)

the stock records that the Company has provided to us (consisting of a certificate from the Company's transfer agent of even date herewith verifying the number of the Company's issued and outstanding shares of capital stock as of the date hereof and a list of holders of outstanding options and warrants to purchase shares of the Company's capital and/or any rights to purchase capital stock of the Company that was prepared by the Company and dated August 11, 2003 verifying the number of such issued and outstanding securities as of such date).



(7)

a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the "Management Certificate").

        In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document and the due authorization, execution and delivery of all such documents by the such holders where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

        As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters; however, we are not aware of any facts that would cause us to believe that the opinion expressed herein is not accurate.

        We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America and of the State of California.

        Based upon the foregoing, it is our opinion that the 250,000 shares of Stock that may be issued and sold by the Company upon the exercise of stock options granted or to be granted under the Directors Plan, when issued, sold and delivered in accordance with the Directors Plan and the purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the Prospectus will be validly issued, fully paid and nonassessable.

        We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares of Stock subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in law or facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

FENWICK & WEST LLP

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EXHIBIT 5.01

EX-23.02

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Exhibit 23.02

Consent of KPMG LLP, Independent Auditors

The Board of Directors
Versant Corporation:

        We consent to the incorporation by reference in the registration statement on Form S-8 of Versant Corporation of our report dated November 26, 2002, with respect to the consolidated balance sheet of Versant Corporation as of October 31, 2002, and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended, and the related financial statement schedule, which report appears in the October 31, 2002 annual report on Form 10-K of Versant Corporation.

/s/ KPMG LLP

Mountain View, California
August 11, 2003

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Exhibit 23.02

Consent of KPMG LLP, Independent Auditors