S-8

Registration No. 333-

UNITED STATES
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)

Versant Corporation 1996 Employee Stock Purchase 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
Silicon Valley Center
801 California Street
Mountain View, California 94041

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, no par value	550,000	(2)	$	0.33575	(3)	$	184,662.25	(3)	$	21.74

(1)This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1996 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Common Stock.

(2)Represents shares registered pursuant to this Registration Statement that are reserved and available for issuance upon the exercise of purchase rights that may be granted under the Registrant’s 1996 Employee Stock Purchase 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 Statement No. 333-87922.  A total of 1,250,000 shares issuable under the Registrant’s 1996 Employee Stock Purchase Plan have been previously registered under the Securities Act.

(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated 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 SmallCap Market on May 26, 2005 ($0.395) multiplied by 85%, which is the percentage of the market price per share at which purchases of shares are made under Registrant’s 1996 Employee Stock Purchase Plan.

VERSANT CORPORATION
REGISTRATION STATEMENT ON FORM S-8

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, previously filed by the Registrant with the Securities and Exchange Commission (the ”Commission”), are incorporated by reference in this Registration Statement and made a part hereof:

(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2004 filed with the Commission on February 15, 2005 (as amended on Forms 10-K/A filed on February 28, 2005 and May 12, 2005);

(b)All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and

(c)The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in any document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

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 700 shares of the Registrant’s Common Stock.

Item 6. Indemnification of Directors and Officers.

Section 317 of the California Code authorizes a court to award, or a corporation’s board of directors, to grant indemnity to directors and officers in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended. The Registrant’s Amended and Restated Articles of Incorporation (the “Articles”) include a provision that eliminates the liability of the Registrant’s directors for monetary damages to the fullest extent permissible under California law (the “Exculpation Provision”). This elimination of liability has no effect on a director’s liability (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director believes to be contrary to the best interests of the Registrant or its shareholders or that involve the absence of good faith on the part of the director, (iii) for any transaction from which a director derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director’s duty to the Registrant or its shareholders in circumstances in which the director was aware, or should have

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been aware, in the ordinary course of performing a director’s duties, of a risk of a serious injury to the Registrant or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the Registrant or its shareholders, (vi) under Section 310 of the California Corporations Code (the “California Code”) concerning contracts or transactions between the Registrant and a director, or (vii) under Section 316 of the California Code concerning directors’ liability for improper dividends, loans and guarantees. This Exculpation Provision in the Articles does not extend to acts or omissions of a director in his capacity as an officer and will not affect the availability of injunctions and other equitable remedies available to the Registrant’s shareholders for any violation of a director’s fiduciary duty to the Registrant or its shareholders.

The Articles also authorize the Registrant to indemnify its agents (as defined in Section 317 of the California Code), through bylaw provisions, by agreement or otherwise, to the fullest extent permitted by law. Pursuant to this provision, the Registrant’s Bylaws provide that the Registrant shall indemnify and advance expenses to its directors and officers to the fullest extent permissible under California law, subject to certain exceptions. In addition, the Registrant, at its discretion, may provide indemnification to persons whom the Registrant is not obligated to indemnify. The Registrant’s Bylaws also allow the Registrant to enter into indemnity agreements with individual directors, officers, employees and other agents. The Registrant has entered into indemnity agreements with all of its directors and officers providing the maximum indemnification permitted by law, subject to certain exceptions.These agreements, together with the Registrant’s Bylaws and Articles, may require the Registrant, among other things, to indemnify these directors or officers against certain liabilities that may arise by reason of their status or service as directors or officers and to advance expenses to them as such expenses are incurred (provided that they undertake to repay the amount advanced if it is ultimately determined by a court that they are not entitled to indemnification).

Item 7. Exemption from Registration Claimed.

Not applicable.

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 March 18, 2004 (incorporated herein by reference to Exhibit 4.01 of Registrant’s Registration Statement on Form S-8, File No. 333-113871, filed with the Commission on March 24, 2004).
4.02	Registrant’s Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.02 of the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 15, 2005).
4.03	Registrant’s 1996 Employee Stock Purchase Plan, as amended, and related documents (the amended plan is incorporated herein by reference to Exhibit 10.02 of Registrant’s Annual Report on Form 10-K, filed with the Commission on February 15, 2005, and the related documents are incorporated herein by reference to Exhibit 4.07 of Registrant’s Registration Statement on 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 Grant Thornton LLP, Independent Registered Public Accounting Firm.

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23.03	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.01	Power of Attorney (see signature page).

Item 9. Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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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, Jochen Witte 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 27th day of May, 2005.

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	President, Chief Executive Officer and a	May 27, 2005
Nick Ordon	Director
Principal Financial Officer and Principal Accounting Officer:
/s/ Lee McGrath	Vice President, Finance and Administration,	May 27, 2005
Lee McGrath	Chief Financial Officer and Secretary
Additional Directors:
/s/ Uday Bellary	Director	May 27, 2005
Uday Bellary
/s/ William Henry Delevati	Director	May 27, 2005
William Henry Delevati
/s/ Herbert May	Director	May 27, 2005
Herbert May
/s/ Jochen Witte	Director	May 27, 2005
Jochen Witte

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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 March 18, 2004 (incorporated herein by reference to Exhibit 4.01 of Registrant’s Registration Statement on Form S-8, File No. 333-113871, filed with the Commission on March 24, 2004).
4.02	Registrant’s Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.02 of the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 15, 2005).
4.03	Registrant’s 1996 Employee Stock Purchase Plan, as amended, and related documents (the amended plan is incorporated herein by reference to Exhibit 10.02 of Registrant’s Annual Report on Form 10-K, filed with the Commission on February 15, 2005, and the related documents are incorporated herein by reference to Exhibit 4.07 of Registrant’s Registration Statement on 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 Grant Thornton LLP, Independent Registered Public Accounting Firm.
23.03	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.01	Power of Attorney (see signature page).

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EX-5.01

EXHIBIT 5.01

May 31, 2005

Versant Corporation
6539 Dumbarton Circle
Fremont, California  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 May 31, 2005 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 550,000 shares of the Company’s Common Stock (the “Shares”), subject to issuance by the Company upon the exercise of purchase rights granted or to be granted under the Company’s 1996 Employee Stock Purchase Plan, as amended (the “Purchase 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, certified by the California Secretary of State on March 18, 2004.

(2)the Company’s Bylaws, certified by the Company’s Secretary on March 18, 2004.

(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)all actions, consents and minutes of meetings of the Company’s incorporator, Board of Directors and shareholders which are contained in the minute books of the Company in our possession, including (a) the minutes of the meeting of the Company’s Board of Directors held on June 22, 2004 approving the amendment of the Purchase Plan to increase the number of shares reserved for issuance thereunder from 1,250,000 shares to 1,800,000 shares (the “Amendment”) and (b) the minutes of the meeting of the Company’s shareholders held on August 17, 2004 approving the Amendment;

(6)The Certificate and Report of Inspector of Election dated August 17, 2004, executed by Cecil D. Bobey of Mellon Investor Services LLC, Inspector of Election, regarding the shareholder voting results at the Company’s Annual Meeting of Shareholders held on August 17, 2004;

(7)a representation from the Company dated as of the date of this letter confirming the total number of (i) all authorized shares of the Company’s capital stock, (ii) all outstanding shares of its capital stock of each class and series as of the date of this

letter, (iii) all issued and outstanding options, warrants and any other rights to purchase or acquire from the Company any shares of its capital stock as of the date of this letter and the total number of shares of its capital stock of each class and series that are potentially issuable upon the exercise, conversion or exchange of all such issued and outstanding options, warrants and rights, and (iv) all additional shares of capital stock that are, as of the date of this letter, reserved for future issuance in connection with the Company’s stock option and stock purchase plans and all other plans, agreements or rights that exist as of the date of this letter;

(8)a verification from Mellon Investor Services, the Company’s transfer agent, dated as of May 27, 2005 verifying the number of the Company’s issued and outstanding shares of Common Stock, no par value as of May 27, 2005; and

(9)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 reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.  We have also assumed that the certificates representing the Shares 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 550,000 Shares that may be issued and sold by the Company upon the exercise of purchase rights granted or to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the existing provisions of the

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Purchase Plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and 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 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 the law or the 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,

/s/ FENWICK & WEST LLP

May 31, 2005

EX-23.02

EXHIBIT 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated December 14, 2004 accompanying the consolidated financial statements of Versant Corporation and subsidiaries included in the Annual Report on Form 10-K for the year ended October 31, 2004, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.

/s/ Grant Thornton LLP

San Francisco, CA

May 27, 2005

EX-23.03

EXHIBIT 23.03

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated November 26, 2002 (except as to Note 2, which is as of February 11, 2005), with respect to the consolidated statements of operations, shareholders’ equity, and cash flows for Versant Corporation for the year ended October 31, 2002, and the related financial statement schedule, incorporated herein by reference.

Our report dated November 26, 2002 (except as to Note 2, which is as of February 11, 2005) contains an explanatory paragraph that states that the consolidated financial statements for the year ended October 31, 2002, have been restated.

/s/ KPMG LLP

Mountain View, California

May 27, 2005