8-K

SECURITIES AND EXCHANGE COMMISSIONWashington, 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):  December 5, 2006

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) (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:

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-2(c))

ITEM 2.02. RESULTS OF OPERATION AND FINANCIAL CONDITION

On December 5, 2006, Versant Corporation issued a press release announcing its preliminary financial results for its fiscal year ended October 31, 2006.  A copy of that press release is attached to this Report as Exhibit 99.01 hereto.

The information contained in this Report and in the press release attached as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except to the extent that it is expressly stated to be incorporated by specific reference in such filing.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

(c)	Exhibits
	Exhibit 99.01 — Press release issued on December 5, 2006.

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: December 5, 2006	By: /s/ Jerry Wong
	Jerry Wong, Chief Financial Officer

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EXHIBIT INDEX

Exhibit
99.01	Press release issued on December 5, 2006

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EX-99.01

Exhibit 99.01

FOR IMMEDIATE RELEASE

Versant Contact:
Jerry Wong
Chief Financial Officer
Versant Corporation
1-800-VERSANT
510-789-1500

Versant Announces Record Quarterly Net Income of $1.4 Million

Quarterly revenues from continuing operations grow 21% from last year
Record diluted EPS of $1.20 for fiscal year 2006

Fremont, California, December 5, 2006 - Versant Corporation (NASDAQ:VSNT), an industry leader in specialized data management, today announced its financial results for the fourth fiscal quarter and year ended October 31, 2006.

For the quarter, Versant reported revenues of $4.6 million from its continuing operations, compared to $3.8 million for the comparable period last year, representing an increase of approximately 21%. Net income for the quarter was $1.4 million and diluted net income per share was $0.38, compared to net income of $0.5 million and net income per share of $0.14 for the comparable period last year.

Versant also reported an increase in cash and cash equivalents of approximately $0.9 million during the quarter, resulting in a cash and cash equivalents balance of approximately $8.2 million as of October 31, 2006.

The Company closed a significant transaction with a US customer totaling $1.2 million in license revenues during the quarter.

“This record quarter concludes a record fiscal year for Versant. With net income of $4.3 million, fiscal year 2006 represents by far the most profitable year since the Company’s Initial Public Offering in 1996”, said Jochen Witte, CEO of Versant Corporation.

“We are forecasting higher license and maintenance revenues and lower consulting revenues for fiscal 2007, resulting in comparable total revenues to fiscal 2006. As net income for fiscal year 2006 contained a one-time gain of approximately $0.5 million from the sale of Versant’s WebSphere consulting business, we believe that income from continuing operations before taxes provides a more meaningful basis for comparing the Company’s performance in future periods.  We anticipate income from continuing operations before taxes of between $4.4 million and $4.6 million for fiscal year 2007, representing growth of 10% to 15% when compared to income from continuing operations before taxes of $4.0 million in fiscal year 2006”, added Mr. Witte.

www.versant.com

About Versant Corporation

Versant Corporation (NASDAQ: VSNT) is an industry leader in specialized data management software. Using Versant’s solutions, customers cut hardware costs, speed and simplify development, significantly reduce administration costs, and deliver products with a strong competitive edge. Versant’s solutions are deployed in a wide array of industries including telecommunications, financial services, transportation, manufacturing, and defense. With over 50,000 installations, Versant has been a highly reliable partner for over 15 years for Global 2000 companies such as Ericsson, Verizon, Sagem, the US Government, and Financial Times.  For more information, call 510-789-1500 or visit www.versant.com.

Forward Looking Statements Involve Risks and Uncertainties 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. These forward-looking statements include the statements in this press release regarding our updated guidance regarding our expected revenue levels and anticipated range of income from continuing operations before taxes for fiscal year 2007, our anticipated growth in income from continuing operations in fiscal year 2007, and our forecast of higher license and maintenance revenues and lower consulting revenues in fiscal year 2007. Investors are cautioned that any such forward-looking statements are not guarantees of Versant’s future performance and involve significant risks and uncertainties.  There are many important factors that could cause our actual results to differ materially from those anticipated in the forward-looking statements. These factors, risks and uncertainties include, without limitation: our inability to achieve revenue expectations or projected net income levels as a result of delays in the sales cycle for our products and services or failures to close key sales transactions; changing market demands or perceptions of our products and technologies; the fact that our results of operations are highly dependent on sales of our Versant Object Database product; the possibility that the amount of future contingent earn-out payments from the sale of our WebSphere consulting practice assets will fall below our estimates; the risk that the amount and timing of revenue from a multi-year maintenance agreement with a key European customer will not meet our current expectations; the performance of our resellers; the possibility that existing value added resellers may not remain committed to our software or that their sales activity may not keep pace with their historical results; potential reductions in the prices we charge for our products and services due to competitive conditions; the uncertainty as to the impact and duration of the current market reductions in corporate IT spending; and the Company’s ability to successfully manage its costs and operations and maintain adequate working capital. The forward-looking statements contained in this press release are made only as of the date of this press release, and the Company assumes no obligation to publicly update any forward-looking statement. Investors are cautioned not to place undue reliance on forward-looking statements. Additional information concerning factors that could cause results to differ can be found in the Company’s filings with the Securities and Exchange Commission, including without limitation the Company’s most recent Annual Report on Form 10-KSB for the year ending October 31, 2005 and its Quarterly Reports on Form 10-Q for the quarters ending January 31, April 30, 2006 and July 31, 2006 and its reports on Form 8-K.

Versant is a registered trademark or trademark of Versant Corporation in the United States and/or other countries. All other products are a registered trademark or trademark of their respective company in the United States and/or other countries.

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Conference Call Information

Versant will host a teleconference today to discuss the above after markets close. The details for the call are as follows:

Date:	Tuesday, December 5, 2006
Time:	1:30 PM Pacific (4:30 PM Eastern)
Dial-in number US:	1-800-936-9754
International:	1-973-935-2048
Conference ID:	8173254
Internet Simulcast*:	http://viavid.net/dce.aspx?sid=000038F5

*Windows Media Player needed for simulcast. Simulcast is voice only.

Dial in 5-10 minutes prior to the start time. An operator will request your name and organization and ask you to wait until the call begins. If you have any difficulty connecting, please call Versant Corporation at (510) 789-1577.

A replay of the conference call will be available until December 12, 2006

Replay number US: 1-877-519-4471
International Replay number: 1-973-341-3080
Replay Pass Code**:	8173254

** Enter the playback pass code to access the replay

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VERSANT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

	October 31,			October 31,
	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	8,231		$	3,958
Trade accounts receivable, net of allowance for doubtful account of $62 and $114 at October 31, 2006 and October 31, 2005, respectively	2,885			2,529
Other current assets	782			744
Total current assets	11,898			7,231
Property and equipment, net	385			489
Goodwill	6,720			6,720
Intangible assets, net	1,196			1,512
Other assets	62			294
Total assets	$	20,261		$	16,246
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	154		$	779
Accrued liabilities	2,363			2,667
Deferred revenues	3,083			2,779
Deferred rent	99			136
Total current liabilities	5,699			6,361
Long-term restructuring accrual	—			448
Deferred revenues	742			184
Long-term capital lease obligations	28			30
Deferred rent	—			98
Variable interest entity liability	—			137
Total liabilities	6,469			7,258
Stockholders’ equity:
Common stock, no par value	95,089			94,755
Deferred stock-based compensation	—			(44		)
Other comprehensive income, net	521			396
Accumulated deficit	(81,818		)	(86,119		)
Total stockholders’ equity	13,792			8,988
Total liabilities and stockholders’ equity	$	20,261		$	16,246

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VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per share amounts)

(unaudited)

	Three Months Ended					Fiscal Year Ended
	October 31,		October 31,			October 31,		October 31,
	2006		2005			2006		2005
Revenues:
License	$	2,277	$	2,056		$	8,469	$	8,828
Maintenance	1,906		1,660			6,726		6,305
Professional services	402		86			1,550		613
Total revenues	4,585		3,802			16,745		15,746
Cost of revenues:
License	108		111			313		274
Amortization of intangible assets	79		79			315		671
Maintenance	384		354			1,442		1,456
Professional services	311		118			1,021		870
Total cost of revenues	882		662			3,091		3,271
Gross profit	3,703		3,140			13,654		12,475
Operating expenses:
Sales and marketing	681		990			3,062		5,803
Research and development	853		873			3,147		3,925
General and administrative	928		1,109			3,712		4,647
Impairment of goodwill and intangibles	—		—			—		12,913
Restructuring	—		138			218		638
Total operating expenses	2,462		3,110			10,139		27,926
Income (loss) from operations	1,241		30			3,515		(15,451		)
Outside shareholders’ income from VIE	—		320			138		320
Other income, net	118		35			208		197
Gain on disposal of Variable Interest Entity	—		—			131		—
Income (loss) from continuing operations before taxes	1,359		385			3,992		(14,934		)
Net provision (benefit) for income taxes	115		(31		)	390		37
Net income (loss) from continuing operations	$	1,244	$	416		$	3,602	$	(14,971	)
Gain from sale of discontinued operations, net of income taxes	—		—			468		—
Net income from discontinued operations, net of income taxes	118		96			231		417
Net income (loss)	$	1,362	$	512		$	4,301	$	(14,554	)
Basic income (loss) per share:
Net income (loss) from continuing operations attributable to common shareholders	$	0.35	$	0.12		$	1.01	$	(4.23	)
Earnings from discontinued operations, net of income tax	$	0.03	$	0.02		$	0.19	$	0.12
Net income (loss) attributable to common shareholders	$	0.38	$	0.14		$	1.20	$	(4.11	)
Diluted income (loss) per share:
Net income (loss) from continuing operations attributable to common shareholders	$	0.35	$	0.12		$	1.01	$	(4.23	)
Earnings from discontinued operations, net of income tax	$	0.03	$	0.02		$	0.19	$	0.12
Net income (loss) attributable to common shareholders	$	0.38	$	0.14		$	1.20	$	(4.11	)
Shares used in per share calculation:
Basic	3,586		3,554			3,577		3,539
Diluted	3,617		3,555			3,584		3,539
Non-cash stock-based compensation included in the above expenses:
Cost of revenues	$	7	$	6		$	39	$	27
Sales and marketing	10		2			41		12
Research and development	21		10			79		44
General and administrative	17		3			77		13
Total	$	55	$	21		$	236	$	96

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