S-8 1 j0245_s-8.htm Prepared by MerrillDirect

As filed with the Securities and Exchange Commission on April 2, 2001

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 Equity Incentive Plan
(Full Titles of the Plans)

Lee McGrath
Vice President, Finance and Administration
VERSANT CORPORATION
6539 Dumbarton Circle
Fremont, California 94555
(510) 413-1200
(Name, Address and Telephone Number of Agent for Service)

Copies to:

Barry J. Kramer, Esq.
John M. Shields, 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 500,000 (1) $ 1.83 (2) $ 915,000 $ 250.00

 
  (1) Represents shares registered pursuant to this Registration Statement that are available for issuance under the Registrant's 1996 Equity Incentive Plan.  Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the prospectuses relating to this Registration Statement also relate to Form S-8 Registration Statements Nos. 333-08537, 333-29947, 333-80827 and 333-43480.  A total of 4,274,110 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 March 28, 2001, 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 500,000 additional shares under the 1996 Equity Incentive Plan of Versant Corporation (the "Registrant").  The contents of the Registrant's Form S-8 Registration Statements Nos. 333-08537, 333-29947, 333-80827 and 333-43480 are hereby incorporated by reference.

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 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 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).
    4.05   Registrant's 1996 Equity Incentive 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. 333-80827, filed with the Commission on June 16, 1999).
    5.01   Opinion of Fenwick & West LLP.
    23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01).
    23.02   Consent of Arthur Andersen LLP, Independent Public Accountants.
    24.01   Power of Attorney (see signature page).

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 30th day of March, 2001.

  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 March 30, 2001
Principal Financial Officer and Principal Accounting Officer:

 		   
/s/ LEE MCGRATH
Lee McGrath

 		Vice President Finance and Administration, Chief Financial Officer and Secretary March 30, 2001
Additional Directors:

 		   
/s/ DAVID BANKS
David Banks

 		Director March 30, 2001
/s/ WILLIAM HENRY DELEVATI
William Henry Delevati

 		Director March 30, 2001
/s/ WILLIAM R. SHELLOOE
William R. Shellooe

 		Director March 30, 2001
/s/ BERNHARD WOEBKER
Bernhard Woebker

 		Director March 30, 2001
/s/ SHYAM RANGOLE
Shyam Rangole 		Director March 30, 2001

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 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 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).
    4.05 Registrant's 1996 Equity Incentive 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. 333-80827, filed with the Commission on June 16, 1999).
    5.01 Opinion of Fenwick & West LLP.
    23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
    23.02 Consent of Arthur Andersen LLP, Independent Public Accountants.
    24.01 Power of Attorney (see signature page).