-----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, C8iU8bPhN+Rg2s26EBknxQplh7OqqX7fJY0LnYUvnMrEYvWnOMQG7w8GTijMhzIT J3/RIFcgJ1oARMcf/OMiVw== 0001104659-04-027948.txt : 20040917 0001104659-04-027948.hdr.sgml : 20040917 20040917152629 ACCESSION NUMBER: 0001104659-04-027948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040915 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040917 DATE AS OF CHANGE: 20040917 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: 041035775 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 a04-10668_18k.htm 8-K

 

UNITED STATES
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):  September 15, 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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17  CFR 240.14d-2(b)).

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 


 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On September 15, 2004, Versant received a notice from the Nasdaq Stock Market (the “Notice”) informing us that, for the last 30 consecutive business days, our common stock has traded below the minimum $1.00 per share price requirement for continued listing of our common stock on the Nasdaq SmallCap Market set forth in Nasdaq’s Marketplace Rule 4310(c)(4) (the “Rule”).   To regain compliance with this continued listing requirement our common stock must have a $1.00 or greater minimum bid price for a minimum of least ten consecutive trading days, or possibly longer as may be required by Nasdaq pursuant to its Marketplace Rules.

 

In the Notice Nasdaq has informed us that we will be provided a grace period of 180 calendar days, or until March 14, 2005, to regain compliance with the Rule and that, if at any time before March 14, 2005 we regain compliance with this continued listing requirement, we will receive written notice of compliance from Nasdaq.  After this initial six month grace period we will potentially be eligible for further grace periods which could extend beyond six months depending upon our ability to meet Nasdaq SmallCap Market initial listing requirement, an important element of which is meeting a minimum net shareholders' equity requirement of $5 million. Our net shareholders' equity at the end of July 2004 was $26.8 million.

 

In detail, if compliance with the Rule has not been demonstrated by March 14, 2005, then the Nasdaq staff will determine whether we then meet the Nasdaq SmallCap Market initial listing requirements of Marketplace Rule 4310(c), other than the bid price requirement.  If we then satisfy these initial listing criteria, Nasdaq will typically notify us that we have been granted an additional 180 calendar days to regain compliance with the minimum bid price requirement.  Thereafter, if we have not regained compliance within the second 180-day compliance period, but do satisfy the other initial listing criteria, we may be afforded an additional compliance period up to the date of our next shareholder meeting, provided that we commit to (i) seek shareholder approval for a reverse stock split at or before that shareholder meeting (which must be held no later than two years from the date of Nasdaq’s September 15, 2004 Notice) and (ii) promptly thereafter effect the reverse stock split.  If we do not regain compliance with the Rule and are not eligible for an additional compliance period, we will receive written notification of delisting, which may be appealed.

 

We have not yet determined to take any action in response to the Notice, but will evaluate potential responses depending on the trading price of our common stock and the time remaining in any applicable grace period to regain compliance with the Rule.

 

Item 9.01:  Financial Statements and Exhibits

 

(c)                                  Exhibits.

 

Exhibit Number

 

 

 

Description

99.01

 

—

 

Letter to Versant Corporation from The Nasdaq Stock Market dated September 15, 2004

 

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: September 17, 2004

By:  /s/ Lee McGrath

 

 

Lee McGrath, Chief Financial Officer

 

2


 

Exhibit Index

 

Exhibit Number

 

 

 

Description

99.01

 

—

 

Letter to Versant Corporation from The Nasdaq Stock Market dated September 15, 2004

 

3

 EX-99.01 2 a04-10668_1ex99d01.htm EX-99.01

Exhibit 99.01

 

NASDAQ®

 

THE NASDAQ STOCK MARKET

LISTINGS QUALIFICATIONS DEPARTMENT

9600 BLACKWELL ROAD

ROCKVILLE, MD 20850

 

By Facsimile and First Class Mail

 

September 15, 2004

 

Mr. Lee McGrath

Vice President Finance and Administration

Chief Financial Officer, Treasurer and Secretary

Versant Corporation

6539 Dumbarton Circle

Fremont, California 94555

 

Re:                               Versant Corporation (the “Company”)

Nasdaq Symbol: VSNT

 

Dear Mr. McGrath:

 

For the last 30 consecutive business days, the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the “Rule”).  Therefore, in accordance with Marketplace Rule 4310(e)(8)(D), the Company will be provided 180 calendar days, or until March 14, 2005, to regain compliance.(1) If, at anytime before March 14, 2005, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Staff will provide written notification that it complies with the Rule.(2)

 

If compliance with this Rule cannot be demonstrated by March 14, 2005, Staff will determine whether the Company meets the The Nasdaq SmallCap Market initial listing criteria as set forth in Marketplace Rule 4310(c), except for the bid price requirement.  If it meets the initial listing criteria, Staff will notify the Company that it has been granted an additional 180 calendar day compliance period.  Thereafter, if the Company has not regained compliance within the second 180 day compliance period, but satisfies the initial inclusion criteria, it may be afforded an additional

 

(1) The 180 day period relates exclusively to the bid price deficiency.  The Company may be delisted during the 180 day period for failure to maintain compliance with any other listing requirement for which it is currently on notice or which occurs during this period.

 

(2) Marketplace Rule 4310(c)(8)(E) states that, “Nasdaq may, in its discretion, require an issuer to maintain a bid price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the issuer has demonstrated an ability to maintain long-term compliance.  In determining whether to monitor bid price beyond ten business days.  Nasdaq will consider the following four factors: (i) margin of compliance (the amount by which the price is above the $1.00 minimum standard); (ii) trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price); (iii) the market maker montage (the number of market makers quoting at or above $1.00 and the size of their quotes); and, (iv) the trend of the stock price (is it up or down).”

 


 

compliance period, up to its next shareholder meeting, provided the Company commits: (1) to seek shareholder approval for a reverse stock split at or before its next shareholder meeting and (2) to promptly thereafter effect the reverse stock split.(3)  The shareholder meeting to seek such approval must occur no later than two years from the date of this letter.  If the Company does not regain compliance with the Rule and is not eligible for an additional compliance period, Staff will provide written notification that the Company’s securities will be delisted.  At that time, the Company may appeal Staff’s determination to delist its securities to a Listing Qualifications Panel.

 

Please note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification letter within four business days.(4)  Accordingly, the Company should consult with counsel regarding disclosure obligations surrounding this letter under the federal securities laws.

 

If you have any questions, please do not hesitate to contact me at (301) 978-8048.

 

Sincerely,

 

/s/ Marilyn Bacot

 

 

Marilyn Bacot

Listing Analyst

Nasdaq Listing Qualifications

 

(3) Nasdaq would generally expect the reverse stock split to be effected as soon as practical given regulatory notification requirements.  In that regard, Nasdaq requires the filing of the Notification Form; Listing of Additional Shares 10 calendar days prior to the record date for a reverse stock split.  This notification should be filed prior to the shareholder meeting so as to expedite the completion of the reverse stock split.  The notification form can be found at http://www.nasdaq.com/about/listing/information.html

 

(4)  See, SEC Release No. 34-49424.

 

2

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