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):  August 25, 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 August 25, 2010, Versant Corporation issued a press release announcing its preliminary financial results for its third fiscal quarter ended July 31, 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 August 25, 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: August 25, 2010	By:	/s/ Jerry Wong
	Jerry Wong, Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number	Description
99.01	Press release by Versant Corporation dated August 25, 2010

3

EX-99.01

Exhibit 99.1

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 $3.4 million for Q3 2010

Redwood City, California, August 25, 2010 - Versant Corporation (NASDAQ:VSNT), an industry leader in specialized data management software, today announced its financial results for its third quarter ended July 31, 2010.

For the quarter, Versant reported revenues of $3.4 million compared to $4.4 million for the same quarter of the last fiscal year.

The 23% decrease in revenues for the quarter was primarily attributable to a 25% decrease in maintenance revenues and a 19% decrease in license revenues relative to the same period in the prior fiscal year. The decrease in maintenance revenues reflected the lack of a significant back maintenance transaction in the third quarter of fiscal 2010 compared to the third quarter of fiscal 2009 and customers electing less expensive support and maintenance options. The decrease in license revenues was primarily a result of fewer large license transactions in the current quarter compared to the same period of the prior fiscal year. In the quarter ended July 31, 2010, one customer accounted for 15% of total revenues in the quarter, whereas no customer accounted for more than 10% of total revenues in the quarter ended July 31, 2009.

Net income for the quarter was $0.1 million and diluted net income per share was $0.04, compared to net income of $0.9 million and diluted net income per share of $0.25 for the third quarter of fiscal 2009.

Versant also reported a decrease in cash and cash equivalents of approximately $2.4 million during the quarter, which was primarily a result of expenditures of approximately $2.5 million to repurchase shares of our common stock under the stock repurchase program.

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 July 31, 2010, Versant acquired approximately 221,000 shares in block trades and in open market purchases at an average price of $11.28 per share.  From inception of the current repurchase

program in December 2009 through July 31, 2010, the Company has acquired a total of 296,778 common shares at a total price of approximately $3.6 million, or an average purchase price of $12.19 per share, leaving a balance of approximately $1.4 million available for future repurchases of stock under this program until its currently anticipated expiration on October 31, 2010.

Jochen Witte, Versant Corporation’s CEO, stated “While we would have liked a stronger quarter, our overall revenues were relatively stable compared to revenues of $3.5 million in the preceding quarter and we are also pleased to announce China Telecom as our first customer in the People’s Republic of China. Despite our 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 20th sequential quarter of such uninterrupted profitability.”

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 statement in this press release regarding the Company’s current expectation that its existing stock repurchase program (which can be earlier terminated) will expire in October 2010 and the statement regarding the Company’s objective of better positioning itself for future growth by increasing its sales and marketing expenses, which may or may not result in future growth. 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:	Wednesday, August 25, 2010
Time:	1:30 PM Pacific (4:30 PM Eastern)
Dial-in number US:	1-877-941-4774
International:	1-480-629-9760
Conference ID:	4350894
Internet Simulcast*:	http://viavid.net/dce.aspx?sid=000079E3

*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 September 1, 2010.

Replay number US:	1-877-870-5176
International Replay number:	1-858-384-5517
Replay Pass Code**:	4350894

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

VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share amounts)

(unaudited)

	July 31,			October 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	25,464		$	27,812
Trade accounts receivable, net of allowance for doubtful accounts of $15 and $36 at July 31, 2010 and October 31, 2009, respectively	1,625			2,251
Deferred income taxes	827			939
Other current assets	363			633
Total current assets	28,279			31,635
Property and equipment, net	647			488
Goodwill	8,589			8,410
Intangible assets, net	572			802
Other assets	38			38
Total assets	$	38,125		$	41,373
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	155		$	154
Accrued liabilities	782			1,215
Deferred revenues	3,182			3,475
Total current liabilities	4,119			4,844
Deferred revenues	69			177
Other long-term liabilities	131			95
Total liabilities	4,319			5,116
Stockholders’ equity:
Common stock, no par value, 7,500,000 shares authorized, 3,272,448 shares issued and outstanding at July 31, 2010, and 3,552,946 shares issued and outstanding at October 31, 2009	93,095			95,730
Accumulated other comprehensive income (loss), net	(115		)	434
Accumulated deficit	(59,174		)	(59,907		)
Total stockholders’ equity	33,806			36,257
Total liabilities and stockholders’ equity	$	38,125		$	41,373

VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except for per share amounts)

(unaudited)

	Three Months Ended					Nine Months Ended
	July 31,		July 31,			July 31,		July 31,
	2010		2009			2010		2009
Revenues:
License	$	1,634	$	2,025		$	5,787	$	7,198
Maintenance	1,757		2,345			5,534		6,617
Professional services	33		63			73		196
Total revenues	3,424		4,433			11,394		14,011
Cost of revenues:
License	60		84			216		206
Amortization of intangible assets	76		96			230		296
Maintenance	342		364			1,098		1,080
Professional services	17		29			48		100
Total cost of revenues	495		573			1,592		1,682
Gross profit	2,929		3,860			9,802		12,329
Operating expenses:
Sales and marketing	1,150		1,049			3,471		3,046
Research and development	824		1,022			2,812		2,996
General and administrative	759		813			2,434		2,817
Restructuring	—		—			39		—
Total operating expenses	2,733		2,884			8,756		8,859
Income from operations	196		976			1,046		3,470
Interest and other income (expenses), net	48		(24		)	141		232
Income before provision for income taxes	244		952			1,187		3,702
Provision for income taxes	114		61			454		473
Net income	$	130	$	891		$	733	$	3,229
Net income per share:
Basic	$	0.04	$	0.25		$	0.21	$	0.89
Diluted	$	0.04	$	0.25		$	0.21	$	0.88
Shares used in per share calculation:
Basic	3,375		3,574			3,468		3,648
Diluted	3,403		3,609			3,504		3,683