-----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, HdZGDMMQIucogAb+RSaj9jv3goEUTkICttmd+c2/2cZvE2SxeSxMtbaq0k1YKWnx u+QQ/fng9stVo/ijo7kC3w== 0001104659-04-016921.txt : 20040615 0001104659-04-016921.hdr.sgml : 20040615 20040615120929 ACCESSION NUMBER: 0001104659-04-016921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040614 ITEM INFORMATION: Other events FILED AS OF DATE: 20040615 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28540 FILM NUMBER: 04863400 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 8-K 1 a04-6965_18k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):  June 14, 2004

 

VERSANT CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

California

(State or Other Jurisdiction of Incorporation)

 

000-28540

 

94-3079392

(Commission File Number)

 

(I.R.S. Employer Identification Number)

 

6539 Dumbarton Circle
Fremont California 94555

(Address of Principal Executive Offices, including Zip Code)

 

(510) 789-1500

(Registrant’s Telephone Number, including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

ITEM 5.   Other Events

 

In connection with Versant’s recent merger with Poet Holdings, Inc., which occurred on March 18, 2004, all outstanding shares of Versant Series A preferred stock were converted into shares of Versant common stock, thereby eliminating a substantial liquidation preference formerly held by the Series A preferred stock.  As previously reported, the holders of our formerly outstanding Series A preferred stock agreed to the conversion of their preferred shares into Versant common stock in exchange for an increased conversion rate, a reduction in the exercise price of certain common stock warrants held by them and a one-year extension in the term of these warrants. This resulted in an inducement to the former preferred shareholders of $1,871,000, which represents the excess of the fair value of the consideration transferred to the holders of the preferred stock over the carrying amount of the preferred stock and the excess of the fair value of the modified warrants over the fair value of such warrants under their original terms.

 

This inducement represents a non-cash, non-recurring amount which reduced net income available to common shareholders by approximately $1,871,000 for the three and six month periods ended April 30, 2004.  As a result, net loss available to common shareholders was approximately $3.9 million and $3.3 million for the three and six month periods ended April 30, 2004, respectively, resulting in net loss per share available to common shareholders of $0.16 and $0.17, in these respective periods.  The impact of the non-recurring inducement, which increases net loss available to common shareholders and basic and diluted net loss per share available to common shareholders, was not reflected in the Company’s press release and Form 8-K dated June 9, 2004.  However, after further technical assessment, we have reflected the impact of the inducement in our statement of operations that is contained in our report on Form 10-Q for the quarter ended April 30, 2004.  The preferred shareholder inducement does not change our net loss or net equity for the three and six month periods ended April 30, 2004 as previously reported in the Company’s press release and Form 8-K mentioned above.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

VERSANT CORPORATION

 

 

 

 

Date: June 14, 2004

By:

   /s/ Lee McGrath

 

 

 

Lee McGrath, Chief

 

 

Financial Officer

 

2

 -----END PRIVACY-ENHANCED MESSAGE-----