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):  May 27, 2010

VERSANT CORPORATION

(Exact name of Registrant as Specified in its Charter)

California	000-28540	94-3079392
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

255 Shoreline Drive, Suite 450
Redwood City, California 94065

(Address of Principal Executive Offices, including Zip Code)

(650) 232-2400

(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):

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

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

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

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

ITEM 2.02. RESULTS OF OPERATION AND FINANCIAL CONDITION

On May 27, 2010, Versant Corporation issued a press release announcing its preliminary financial results for its second fiscal quarter ended April 30, 2010. 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.

(d)Exhibits

Exhibit 99.01 — Press release issued on May 27, 2010.

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: May 27, 2010	By:	/s/ Jerry Wong
		Jerry Wong, Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number	Description
99.01	Press release by Versant Corporation dated May 27, 2010

3

EX-99.01

Exhibit 99.01

Versant Contact:

Jerry Wong

Chief Financial Officer

Versant Corporation

1-800-VERSANT

650-232-2400

Versant Announces Quarterly Net Income of $0.1 Million

Revenues of $3.5 million for Q2 2010

Redwood City, California, May 27, 2010 - Versant Corporation (NASDAQ:VSNT), an industry leader in specialized data management software, today announced its financial results for its second quarter ended April 30, 2010.

For the quarter, Versant reported revenues of $3.5 million compared to $4.0 million for the same quarter of the last fiscal year.

The 11% decrease in revenues for the quarter as compared to the same quarter of last fiscal year was primarily attributable to a 12% decrease in license revenues and an 8% decrease in maintenance revenues in the quarter relative to the same period in the prior fiscal year. The Company previously provided reasons for the decrease in revenues for its second quarter ended April 30, 2010 and revised guidance for fiscal 2010 in its press release of May 6, 2010.  In the quarter ended April 30, 2010, two customers accounted for 29% of total revenues in the quarter, whereas no customer accounted for more than 10% of total revenues in the quarter ended April 30, 2009.

Net income for the quarter was $0.1 million and diluted net income per share was $0.03, compared to net income of $0.8 million and diluted net income per share of $0.21 for the second quarter of fiscal 2009.

Versant also reported an increase in cash and cash equivalents of approximately $0.8 million during the quarter.  The increase was primarily a result of the decrease in trade accounts receivable of $1.6 million, offset by a decrease in deferred revenues of $0.5 million and the expenditure of $0.4 million to repurchase shares of our common stock under the stock repurchase program.

The provision for income taxes for the quarter includes adjustments for the strengthening of the US dollar against the euro that resulted in taxable gains from US denominated currencies held by our German operations, and to a lesser extent, foreign withholding taxes on sales transactions in certain countries in the Asia Pacific region.

Under the Company’s current stock repurchase program, Versant is authorized to expend up to $5.0 million to repurchase outstanding common shares.  During the quarter ended April 30, 2010, Versant acquired 26,517 shares in open market purchases at an

average price of $14.46 per share and from May 1 to May 21, 2010, the Company acquired an additional 25,814 shares in open market purchases at an average purchase price of $12.12 per share.  From inception of the program in December 2009 through May 21, 2010, the Company has acquired a total of 101,873 common shares at a total price of approximately $1.4 million, or an average purchase price of $14.14 per share, leaving a balance of approximately $3.6 million available for future repurchases of stock under this program until its currently anticipated expiration on October 31, 2010.

“Despite a very challenging quarter on the top line and increased spending levels in sales and marketing in order to better position the Company for future growth, Versant achieved another profitable quarter from its operations, its 19th sequential quarter of such uninterrupted profitability”, said Jochen Witte, CEO of Versant Corporation.

About Versant Corporation

Versant Corporation (NASDAQ: VSNT) is an industry leader in specialized data management software, which helps companies to handle complex information in environments that have high performance and high availability requirements. Using the Versant Object Database, 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, Siemens, and Financial Times, as well as the US Government.  For more information, call 650-232-2400 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 the reference to the Company’s revised guidance in its  press release of May 6, 2010, and the Company’s current expectation that its existing stock repurchase program (which can be earlier terminated) will expire in October 2010.  These forward-looking statements are based on our assessment of current trends in our business, as well as the general economic environment in fiscal 2010, and may prove to be incorrect.  Investors are cautioned that any such forward-looking statements are not guarantees of Versant’s future performance or other matters and involve very significant risks and uncertainties.

There are many important factors and risks that could cause our actual results or events to differ materially from those anticipated in the forward-looking statements. Additional information concerning factors that could cause results to differ can be found in the Company’s press release of May 6, 2010 regarding preliminary results for the quarter ended April 30, 2010 and revised guidance for fiscal 2010, and 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 fiscal year ended October 31, 2009, its reports on Form 10-Q and its reports on Form 8-K.

Versant is a registered trademark or trademark of Versant Corporation in the United States

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:	Thursday, May 27, 2010
Time:	1:30 PM Pacific (4:30 PM Eastern)
Dial-in number US:	1-877-941-8416
International:	1-480-629-9808
Conference ID:	4306267
Internet Simulcast*:	http://viavid.net/dce.aspx?sid=000075FA

*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 (650) 232-2416.

A replay of the conference call will be available until June 3, 2010.

Replay number US:	1-800-406-7325
International Replay number:	1-303-590-3030
Replay Pass Code**:	4306267

** Enter the playback pass code to access the replay.

VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share amounts)

(unaudited)

	April 30,			October 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	27,902		$	27,812
Trade accounts receivable, net of allowance for doubtful accounts of $5 and $36 at April 30, 2010 and October 31, 2009, respectively	1,991			2,251
Deferred income taxes	839			939
Other current assets	508			633
Total current assets	31,240			31,635
Property and equipment, net	540			488
Goodwill	8,499			8,410
Intangible assets, net	648			802
Other assets	38			38
Total assets	$	40,965		$	41,373
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	279		$	154
Accrued liabilities	871			1,215
Deferred revenues	3,675			3,475
Total current liabilities	4,825			4,844
Deferred revenues	120			177
Other long-term liabilities	103			95
Total liabilities	5,048			5,116
Stockholders’ equity:
Common stock, no par value, 7,500,000 shares authorized, 3,487,401 shares issued and outstanding at April 30, 2010, and 3,552,946 shares issued and outstanding at October 31, 2009	95,284			95,730
Accumulated other comprehensive income (loss), net	(63		)	434
Accumulated deficit	(59,304		)	(59,907		)
Total stockholders’ equity	35,917			36,257
Total liabilities and stockholders’ equity	$	40,965		$	41,373

VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except for per share amounts)

(unaudited)

	Three Months Ended					Six Months Ended
	April 30,			April 30,		April 30,		April 30,
	2010			2009		2010		2009
Revenues:
License	$	1,694		$	1,931	$	4,154	$	5,173
Maintenance	1,793			1,957		3,777		4,272
Professional services	28			71		40		133
Total revenues	3,515			3,959		7,971		9,578
Cost of revenues:
License	75			57		156		122
Amortization of intangible assets	77			108		154		201
Maintenance	366			333		756		716
Professional services	21			34		31		70
Total cost of revenues	539			532		1,097		1,109
Gross profit	2,976			3,427		6,874		8,469
Operating expenses:
Sales and marketing	1,135			811		2,321		1,997
Research and development	944			980		1,988		1,974
General and administrative	751			818		1,675		2,004
Restructuring	(4		)	—		39		—
Total operating expenses	2,826			2,609		6,023		5,975
Income from operations	150			818		851		2,494
Interest and other income, net	82			102		92		256
Income before provision for income taxes	232			920		943		2,750
Provision for income taxes	134			144		340		412
Net income	$	98		$	776	$	603	$	2,338
Net income per share:
Basic	$	0.03		$	0.21	$	0.17	$	0.63
Diluted	$	0.03		$	0.21	$	0.17	$	0.63
Shares used in per share calculation:
Basic	3,493			3,645		3,515		3,684
Diluted	3,535			3,681		3,555		3,720