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 24, 2011

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 February 24, 2011, Versant Corporation issued a press release announcing its preliminary financial results for its first fiscal quarter ended January 31, 2011. 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 February 24, 2011.

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 24, 2011	By:	/s/ Jerry Wong
		Jerry Wong, Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number	Description
99.01	Press release by Versant Corporation dated February 24, 2011

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 $0.5 Million

Revenues of $4.6 million for Q1 2011

Redwood City, California, February 24, 2011 - Versant Corporation (NASDAQ:VSNT), an industry leader in specialized data management software, today announced its financial results for its first quarter ended January 31, 2011.

For the quarter, Versant reported revenues of $4.6 million compared to $4.5 million for the same quarter of the last fiscal year, representing an increase of 3%. One customer accounted for 10% of total revenues in the quarter, whereas one customer accounted for 13% of total revenues in the quarter ended January 31, 2010.

Net income for the quarter was $0.46 million and diluted net income per share was $0.14 for the first quarter ended January 31, 2011, compared to net income of $0.51 million and diluted net income per share of $0.14 (computed on a somewhat larger share base) for the quarter ended January 31, 2010.  Versant continued to invest in increased sales and marketing expense during the quarter.

Under the Company’s current stock repurchase program, Versant is authorized to expend up to $5.0 million to repurchase outstanding common stock.  During the quarter ended January 31, 2011, Versant acquired approximately 34,000 shares through open market purchases at an average price of $11.98 per share, leaving a balance of approximately $4.6 million available for future repurchases of common stock under this program until its currently anticipated expiration on October 31, 2011.

Jochen Witte, Versant Corporation’s CEO, stated “This quarter marks a good start into 2011 with quarterly revenues up both sequentially and year-over-year. Our net income was approximately 10% of revenues for the quarter, representing our 22nd sequential quarter of 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 150,000 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 currently anticipated October 31, 2011 expiration date for its existing stock repurchase program (which can be earlier terminated). Forward-looking statements are based on our assessment of current trends in our business, as well as the general economic environment in fiscal 2011, 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. 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. Information concerning factors that could adversely affect our business and results 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, 2010, 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, February 24, 2011
Time: 1:30 PM Pacific (4:30 PM Eastern)
Dial-in number US: 1-877-941-4774
International: 1-480-629-9760
Conference ID: 4412812

Internet Simulcast*: http://viavid.net/dce.aspx?sid=000081A2

*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 March 3, 2011.

Replay number US: 1-877-870-5176
International Replay number: 1-858-384-5517
Replay Pass Code**: 4412812

** Enter the playback pass code to access the replay

VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share amounts)

(unaudited)

	January 31,			October 31,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	25,296		$	24,911
Trade accounts receivable, net	3,936			3,186
Deferred income taxes	863			884
Other current assets	400			388
Total current assets	30,495			29,369
Property and equipment, net	762			634
Goodwill	8,589			8,589
Intangible assets, net	426			499
Other assets	38			38
Total assets	$	40,310		$	39,129
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	370		$	164
Accrued liabilities	1,395			1,294
Deferred revenues	3,664			3,022
Total current liabilities	5,429			4,480
Deferred revenues	28			66
Deferred rent	44			49
Other long-term liabilities	88			90
Total liabilities	5,589			4,685
Stockholders’ equity:
Common stock, no par value, 7,500,000 shares authorized, 3,186,909 shares issued and outstanding at January 31, 2011, and 3,213,122 shares issued and outstanding at October 31, 2010	92,545			92,654
Accumulated other comprehensive income (loss), net	(32		)	43
Accumulated deficit	(57,792		)	(58,253		)
Total stockholders’ equity	34,721			34,444
Total liabilities and stockholders’ equity	$	40,310		$	39,129

VERSANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	January 31,		January 31,
	2011		2010
Revenues:
License	$	2,596	$	2,459
Maintenance	1,919		1,984
Professional services	62		12
Total revenues	4,577		4,455
Cost of revenues:
License	68		81
Amortization of intangible assets	73		77
Maintenance	373		390
Professional services	21		10
Total cost of revenues	535		558
Gross profit	4,042		3,897
Operating expenses:
Sales and marketing	1,500		1,186
Research and development	932		1,044
General and administrative	1,045		923
Restructuring	—		43
Total operating expenses	3,477		3,196
Income from operations	565		701
Interest and other income, net	9		10
Income before income taxes	574		711
Provision for income taxes	113		206
Net income	$	461	$	505
Net income per share:
Basic	$	0.14	$	0.14
Diluted	$	0.14	$	0.14
Shares used in per share calculation:
Basic	3,203		3,537
Diluted	3,320		3,575