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): February 27, 2007

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 February 27, 2007, Versant Corporation issued a press release announcing its preliminary financial results for its fiscal quarter ended January 31, 2007. 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 February 27, 2007.

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: February 27, 2007	By:	/s/ Jerry Wong
		Jerry Wong,
		Chief Financial Office and
		Vice President, Finance

EXHIBIT INDEX

Exhibit
99.01	Press release issued on February 27, 2007

2

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 $1.7 Million

Quarterly revenues grow 11% over last year

Fremont, California, February 27, 2007 - Versant Corporation (NASDAQ:VSNT), an industry leader in specialized data management, today announced its financial results for the first fiscal quarter ended January 31, 2007.

For the quarter, Versant reported revenues of $5.2 million from its continuing operations, compared to $4.6 million for the comparable period last year, representing an increase of approximately 11%.  Net income for the quarter was $1.7 million and diluted net income per share was $0.47, compared to net income of $0.8 million and diluted net income per share of $0.22 for the comparable period last year.

Versant also reported an increase in cash and cash equivalents of approximately $2.4 million during the quarter, resulting in a cash and cash equivalents balance of approximately $10.6 million as of January 31, 2007.

Additionally, Versant reported an increase in current deferred revenues of approximately $1.0 million, representing an increase of 33% from the prior quarter. This increase in deferred revenues resulted from closing several new maintenance agreements as well as the renewal of maintenance agreements by existing customers.

“Our first quarter is typically our strongest quarter, and we are very satisfied with the results of this quarter. Versant recorded license revenues of $3.2 million, representing growth of 26% over the same period last year. The increase in license revenues contributed significantly to an excellent gross profit margin of 89% of total revenues, which helped drive net income to new record quarterly levels”, said Jochen Witte, Versant’s CEO.

“I feel very comfortable regarding our guidance of income from continuing operations before taxes of between $4.4 million and $4.6 million for fiscal year 2007”, added Mr. Witte.

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 anticipated range of income from continuing operations before taxes for 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 and risks 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; failure to develop new customers; the fact that our results of operations are highly dependent on sales of our Versant Object Database product; the possibility that we become an “accelerated filer” under SEC Rules in fiscal 2007, which would accelerate our obligation to comply with the internal controls requirements of Section 404 of the Sarbanes-Oxley Act, and cause us to incur substantial additional operating expenses in fiscal 2007; 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 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; legal costs and potential costs associated with a pending litigation in which one of our customers is seeking indemnification from the Company for alleged infringement of intellectual property rights asserted by a third party; 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-K for the year ending October 31, 2006.

Versant is a registered trademark or trademark of Versant Corporation in the United States and/or other countries.

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, February 27, 2007
Time:	1:30 PM Pacific (4:30 PM Eastern)
Dial-in number US:	1-800-936-9754
International:	1-973-935-2048
Conference ID:	8481368
Internet Simulcast*:	http://viavid.net/dce.aspx?sid=00003B9A
	*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 March 6, 2007
Replay number US: 1-877-519-4471
International Replay number: 1-973-341-3080
Replay Pass Code**: 8481368
** Enter the playback pass code to access the replay

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

	January 31,			October 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	10,642		$	8,231
Trade accounts receivable, net of allowance for doubtful accounts of $61 and $62 at January 31, 2007 and October 31, 2006, respectively	3,175			2,885
Other current assets	807			782
Total current assets	14,624			11,898
Property and equipment, net	513			385
Goodwill	6,720			6,720
Intangible assets, net	1,117			1,196
Other assets	64			62
Total assets	$	23,038		$	20,261
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	334		$	154
Accrued liabilities	2,134			2,363
Deferred revenues	4,105			3,083
Deferred rent	61			99
Total current liabilities	6,634			5,699
Deferred revenues	698			742
Long-term capital lease obligations	24			28
Total liabilities	7,356			6,469
Stockholders’ equity:
Common stock, no par value	95,252			95,089
Other comprehensive income, net	541			521
Accumulated deficit	(80,111		)	(81,818		)
Total stockholders’ equity	15,682			13,792
Total liabilities and stockholders’ equity	$	23,038		$	20,261

VERSANT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share amounts)
(unaudited)

	Three Months Ended
	January 31, 2007		January 31, 2006
Revenues:
License	$	3,164	$	2,513
Maintenance	1,917		1,633
Professional services	70		479
Total revenues	5,151		4,625
Cost of revenues:
License	47		105
Amortization of intangible assets	79		79
Maintenance	405		383
Professional services	41		333
Total cost of revenues	572		900
Gross profit	4,579		3,725
Operating expenses:
Sales and marketing	760		946
Research and development	891		869
General and administrative	1,209		1,053
Restructuring	—		134
Total operating expenses	2,860		3,002
Income from operations	1,719		723
Outside shareholders’ income from VIE	—		137
Other income, net	101		12
Income from continuing operations before taxes	1,820		872
Net provision for income taxes	203		83
Net income from continuing operations	1,617		789
Net income (loss) from discontinued operations, net of income tax	90		(13		)
Net income	$	1,707	$	776
Basic income (loss) per share:
Net income from continuing operations attributable to common shareholders	$	0.45	$	0.23
Net income (loss) from discontinued operations, net of income tax	$	0.02	$	(0.01	)
Net income attributable to common shareholders	$	0.47	$	0.22

Diluted income (loss) per share:
Net income from continuing operations attributable to common shareholders	$	0.45	$	0.23
Net income (loss) from discontinued operations, net of income tax	$	0.02	$	(0.01	)
Net income attributable to common shareholders	$	0.47	$	0.22
Shares used in per share calculation:
Basic	3,606		3,559
Diluted	3,657		3,569
Non-cash stock-based compensation included in the above expenses:
Cost of revenues	$	13	$	11
Sales and marketing	19		8
Research and development	11		17
General and administrative	39		21
Total	$	82	$	57