<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDING REPORT FILED APRIL 9, 1997
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 26, 1997
------------------------
VERSANT OBJECT TECHNOLOGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
CALIFORNIA 0-28540 94-3079392
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>
1380 WILLOW ROAD
MENLO PARK, CA 94025
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(415) 329-7500
(REGISTRANT'S TELEPHONE NUMBER)
================================================================================
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Versant Object Technology Corporation ("Company") initially reported on
Form 8-K dated April 9, 1997 (filed April 10, 1997) that the Company and Versant
Object Technology GmbH ("Versant Europe") had entered into an agreement whereby
Versant Europe was to become a wholly-owned subsidiary of the Company (the
"Acquisition"). The Acquisition was completed on March 26, 1997.
The purpose of this amendment is to amend Items 7(a) and 7(b) in order to
provide the required financial statements and pro forma financial information
for the Acquistion.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements as of December 31, 1996 and 1995 together with
Auditors' Report.
2
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of Versant Object Technology GmbH:
We have audited the accompanying consolidated balance sheets of Versant
Object Technology GmbH, Grasbrunn/Germany (hereafter also referred to as the
"Company") and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholder's equity (deficit) and cash
flows for the six month period from inception (July 1995) to December 31, 1995
and the year ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Versant Object Technology
GmbH and subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for the six month period from inception (July
1995) to December 31, 1995 and the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
Munich, Germany
March 26, 1997
3
<PAGE> 4
VERSANT OBJECT TECHNOLOGY GMBH AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND 1995
ASSETS
<TABLE>
<CAPTION>
DEC. 31, 1996 DEC. 31, 1995
US US
DOLLARS DOLLARS
------------- -------------
<S> <C> <C>
CURRENT ASSETS
Cash............................................................. $ 24,782 $ 92,446
Accounts Receivable -- Trade..................................... 288,908 154,815
Other Current Assets............................................. 15,802 587
Deferred cost.................................................... 1,400,000 --
Prepaid Expenses................................................. 30,918 6,054
----------- ---------
1,760,410 253,902
----------- ---------
FIXED ASSETS
Fixed Assets..................................................... 108,802 49,643
Less Accumulated Depreciation.................................... (6,604) (3,833)
----------- ---------
102,199 45,810
----------- ---------
TOTAL ASSETS....................................................... $ 1,862,609 $ 299,712
=========== =========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable................................................. $ 637,691 $ 187,184
Accrued Liabilities.............................................. 308,050 22,373
Deferred Revenue................................................. 60,297 --
Short Term Bank Borrowings....................................... 690,488 --
----------- ---------
1,696,526 209,557
----------- ---------
LONG TERM LIABILITIES
Shareholder Loan................................................. 1,819,411 --
----------- ---------
TOTAL LIABILITIES.................................................. 3,515,937 209,557
----------- ---------
STOCKHOLDER'S EQUITY (DEFICIT)
Capital.......................................................... 195,326 195,326
Translation adjustment........................................... 95,105 21
Accumulated Deficit.............................................. (1,943,759) (105,192)
----------- ---------
(1,653,328) 90,155
----------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)............... $ 1,862,609 $ 299,712
=========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
VERSANT OBJECT TECHNOLOGY GMBH AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
SIX MONTH PERIOD
YEAR ENDED FROM INCEPTION TO
DECEMBER 31, 1996 DECEMBER 31, 1995
US DOLLARS US DOLLARS
----------------- -----------------
<S> <C> <C>
REVENUE
Licenses................................................. $ 1,046,493 $ 513,366
Services................................................. 288,012 53,701
Other.................................................... 81,394 8,429
----------- ---------
1,415,899 575,496
----------- ---------
COST OF REVENUE
Licenses................................................. 425,139 358,258
Services................................................. 33,215 29,838
Other.................................................... 47,613 461
----------- ---------
505,967 388,557
----------- ---------
GROSS PROFIT............................................... 909,932 186,939
----------- ---------
OPERATING EXPENSES
General, Selling & Administrative........................ 2,729,287 292,223
----------- ---------
LOSS FROM OPERATIONS....................................... (1,819,355) (105,284)
Interest income and other................................ 19,212 93
----------- ---------
NET LOSS................................................... $(1,838,567) $(105,192)
=========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
VERSANT OBJECT TECHNOLOGY GMBH AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
FOR PERIOD FROM INCEPTION TO DECEMBER 31, 1996
<TABLE>
<CAPTION>
TRANSLATION ACCUMULATED TOTAL
CAPITAL ADJUSTMENT DEFICIT STOCKHOLDER'S EQUITY
US DOLLARS US DOLLARS US DOLLARS US DOLLARS
---------- ---------- ----------- --------------------
<S> <C> <C> <C> <C>
Balance, July 19, 1995
(Date of Inception)................. $ -- $ -- $ 34,880 $ --
Net Loss.............................. -- -- (105,192) (105,192)
Sale of Capital Stock................. 195,326 -- -- 195,326
Foreign currency translation.......... -- 21 -- 21
-------- ------- ----------- -----------
Balance, December 31, 1995............ 195,326 21 (105,192) 90,155
Net Loss.............................. -- -- (1,838,567) (1,838,567)
Foreign currency translation.......... -- 95,087 -- 95,087
-------- ------- ----------- -----------
Balance, December 31, 1996............ $195,326 $ 95,105 $(1,943,759) $ (1,653,328)
======== ======= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
VERSANT OBJECT TECHNOLOGY GMBH AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTH PERIOD
YEAR ENDED FROM INCEPTION TO
DECEMBER 31, 1996 DECEMBER 31, 1995
US DOLLARS US DOLLARS
----------------- -----------------
<S> <C> <C>
Cash Flow From Operating Activities
Net Loss................................................. $(1,838,567) $(105,192)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and Amortization......................... 2,771 3,833
Changes in current assets and liabilities
Accounts receivable................................. (134,093) (154,815)
Deferred cost....................................... (1,400,000) --
Other assets and prepaid expenses................... (40,064) (6,656)
Accounts Payable.................................... 450,507 187,184
Accrued liabilities................................. 285,677 22,373
Deferred revenue.................................... 60,297 --
----------- ---------
Net cash used in operations........................... (2,613,472) (53,273)
----------- ---------
Cash flows from investing activities
Purchases of property and equipment...................... (59,159) (49,643)
----------- ---------
Net cash used in investing activities................. (59,159) (49,643)
----------- ---------
Cash flows from financing activities
Net proceeds from issuance of capital stock.............. -- 195,326
Borrowings on line of credit............................. 690,488 --
Borrowings from stockholder.............................. 1,819,411 --
----------- ---------
Net cash provided by financing activities............. 2,509,899 195,326
----------- ---------
Effect of exchange rate changes............................ 95,068 36
----------- ---------
Net increase (decrease) in cash and cash equivalent........ (67,664) 92,446
Cash and cash equivalents, beginning of year............... 92,446 --
----------- ---------
Cash and cash equivalents, end of year..................... $ 24,782 $ 92,446
=========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
VERSANT OBJECT TECHNOLOGY GMBH AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. ORGANIZATION AND OPERATIONS
Versant Object Technology GmbH (the "Company") was incorporated in Germany
in July 1995 by Isar-Vermogensverwaltung GbR mit beschrankter Haftung,
Munich/Germany, a private German partnership. The Company operates in a single
industry segment and is involved in marketing and support of high performance
object database management software systems.
To date, the Company's revenues have been derived entirely from the
sublicensing of software products owned by Versant Object Technology Corporation
("Versant USA"), an independent company located in the United States, and
services associated with such products.
The Company is subject to the risks associated with other companies in a
comparable stage of development. These risks include, but are not limited to,
fluctuations in operating results, seasonality, a lengthy sales cycle,
dependance on the acceptance of object database technology, competition, product
concentration and other factors.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Principles of Consolidation
The consolidated financial statements include the accounts of Versant
Object Technology GmbH, Munich/Germany, Versant Object Technology LTD,
London/United Kingdom, and Versant Object Technology SARL, Sevres Cedex/France.
The companies are affiliated with one another by common ownership. All
significant intercompany balances and transactions have been eliminated.
b. Translation of Foreign Currency
The financial statements of the companies are translated into US Dollars as
follows: assets and liabilities at the prevailing year-end exchange rates; and
income and expenses at the average exchange rate during the year. Adjustments
from translation gains and losses are not included in determining net loss but
are accumulated and reported as a separate component of stockholder's equity
(translation adjustment). Actual gains and losses from transactions denominated
in foreign currencies are included in net loss.
c. Revenue Recognition
Revenue is recognized in accordance with Statement of Position 91-1,
Software Revenue Recognition.
Revenue from perpetual software license agreements is recognized as revenue
upon shipment of the software if no significant vendor obligations remain,
payments are due within the Company's normal payment terms and collection of the
resulting receivable is probable. In instances where a significant vendor
obligation exists, revenue recognition is delayed until such obligation is
satisfied. If an acceptance period is required, revenue is recognized upon the
earlier of customer acceptance or the expiration of the acceptance period.
Maintenance revenue is recognized ratably over the term of the maintenance
contract. Consulting and training revenue is recognized when a customer's
purchase order is received and the services are performed.
Cost of license and service revenue consists principally of product
royalties, royalty obligations and reserves for estimated bad debts.
d. Depreciation and Amortization
Property and equipment are depreciated on a straight-line basis over the
estimated useful lives of the assets of two to ten years.
8
<PAGE> 9
VERSANT OBJECT TECHNOLOGY GMBH AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
e. Concentration of Credit Risk
Financial instruments that potentially subject the Company to a
concentration of credit risk principally consist of accounts receivable and
short-term investments. Credit is extended based on an evaluation of the
customer's financial condition. Generally, collateral is not required. As of
December 31, 1996, 75% of the accounts receivable were concentrated on three
large, well established customers. The Company provides reserves for credit
losses and such losses have been insignificant to date.
f. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
g. Recently Issued Accounting Standard
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets to Be
Disposed Of, which was required to be adopted by the Company in 1996, did not
have a material effect on the Company's financial position or its results of
operations upon adoption.
3. DEFERRED COST
The Company entered into an exclusive software distribution agreement with
Versant USA, whereby the Company will act as the sole distributor of Versant USA
licenses to a project of a potential European customer. The Company purchased an
unlimited right to sublicense Versant USA product to that customer. The
authorization to provide this unlimited sublicense expires on December 31, 1998.
Under the terms of this agreement the Company paid US$1.4 million in October
1996 to Versant USA. This amount has been recorded as deferred cost in the
accompanying consolidated balance sheet and will be recognized as a cost of
licenses in the period or periods in which the related licenses are recognized
as revenue from the end user.
4. SHAREHOLDER LOAN
The shareholder of Versant Object Technology GmbH granted a US$1,819,411
loan to the company during 1996. The loan is unsecured, due on demand and
non-interest bearing and consequently no interest has been paid to the
shareholder in 1996.
5. COMMITMENTS AND CAPITAL LEASE OBLIGATIONS
The Company rents its corporate facilities in Munich, London and Paris. The
rental terms provide for certain increases in rental payments during the term.
Rental expense under these agreements is recognized on a straightline basis.
The annual rent expenses are approximately US$40,000 a year. Aggregate
future obligations under this agreement are not material.
6. LINE OF CREDIT
The Company has a credit agreement with a German bank which provides for
borrowings up to approximately US$0.72 million. Borrowings up to US$0.5 million
bear interest at a rate of 5.5%. Additional borrowings bear interest at 8.2%.
9
<PAGE> 10
VERSANT OBJECT TECHNOLOGY GMBH AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
The borrowings are due on demand. They are secured by personal guarantees
of two partners of the stockholder of the Company (US$0.59 million) and by cash
(US$0.13 million) of the stockholder of the Company, which has been mortgaged to
the bank.
The Company was in compliance with its loan covenants at December 31, 1996.
8. INCOME TAXES
The Company accounts for income taxes pursuant to the provisions of SFAS
No. 109, "Accounting for Income Taxes," which requires an asset and liability
approach to accounting for income taxes. The Company incurred net operating
losses in 1995 and 1996 and consequently paid no federal or state taxes based on
income. Due to the lack of profitability to date, the Company has recorded a
valuation allowance against its entire deferred tax asset as of December 31,
1996 and 1995.
Net operating losses amount to approximately US$2.0 million as of December
31, 1996. They can be used to offset future taxable income, however such amounts
may be limited due to the "change in ownership" provisions of the Internal
Revenue Code of 1986.
9. SUBSEQUENT EVENTS
On March 25, 1997, 100% of the shares of the company were acquired by
Versant USA in exchange for US$2.0 million in cash and 167,545 shares of Versant
common stock valued at US$9.75 per share prior to valuation adjustment.
10. SIGNIFICANT CUSTOMERS
The customers of the Company are mainly located in Europe. The Company had
sales to major customers as follows:
<TABLE>
<CAPTION>
% OF TOTAL
REVENUE
-----------------
1995 1996
---- ----
<S> <C> <C>
Customer A......................................... * 34%
Customer B......................................... * 10%
Customer C......................................... * 10%
Customer D......................................... 60% *
Customer E......................................... 12% *
</TABLE>
- ---------------
* less than 10%
10
<PAGE> 11
(b) Pro forma Combined Condensed Financial Statements.
VERSANT OBJECT TECHNOLOGY CORPORATION
AND VERSANT OBJECT TECHNOLOGY GMBH
PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
(UNAUDITED)
In March 1997, Versant Object Technology Corporation (the "Company" or
"Versant") completed the acquisition of Versant Object Technology GmbH., an
independently owned distributor of the Company's products in Europe ("Versant
Europe"). The acquisition of Versant Europe has been accounted for as a
purchase.
The accompanying unaudited pro forma combined condensed statement of
operations for the fiscal year ended December 31, 1996 assumes that the
acquisition took place as of the beginning of fiscal 1996, and combines the
Company's and Versant Europe's statement of operations for each company's
respective fiscal year ended December 31, 1996. The unaudited pro forma combined
condensed balance sheet has been prepared as if the acquisition was consummated
as of December 31, 1996.
The purchase price allocation reflected in the accompanying pro forma
combined condensed financial statements has been prepared on an estimated basis.
The effects resulting from any differences in the final allocation of the
purchase price are not expected to have a material effect on the Company's
financial statements.
The method of combining historical financial statements for the preparation
of the pro forma combined condensed financial statements is for presentation
only. Actual statements of income of the companies will be combined.
The accompanying pro forma combined condensed financial statements should
be read in conjunction with the historical financial statements and related
notes thereto for both the Company and Versant Europe.
11
<PAGE> 12
VERSANT OBJECT TECHNOLOGY CORPORATION AND
VERSANT OBJECT TECHNOLOGY GMBH
PRO FORMA COMBINED CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------------------------------------------
HISTORICAL HISTORICAL PRO FORMA PRO FORMA
VERSANT VERSANT EUROPE ADJUSTMENTS COMBINED
---------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................. $ 5,267 25 (2,000)(a) $ 3,292
Short term investments.................... 14,716 -- 14,716
Accounts receivable, net of allowance for
doubtful accounts...................... 4,747 289 (395)(b) 4,641
Other current assets...................... 198 47 245
Deferred cost............................. -- 1,400 1,400
------- ------ -------
Total current assets.............. 24,928 1,761 24,294
Property and equipment, net............... 675 102 777
Other assets.............................. 85 -- 85
Excess of cost of investment over fair
value of net assets acquired, net...... -- -- 3,336(a) 3,336
------- ------ -------
25,688 1,863 28,492
======= ====== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of capitalized lease
obligations............................ 226 -- 226
Short term loan........................... -- 690 690
Accounts payable.......................... 475 638 (395)(b) 718
Accrued liabilities....................... 2,374 369 358(a) 3,101
Deferred revenue.......................... 2,811 -- 2,811
Accrued income taxes...................... 115 -- 115
------- ------ -------
Total current liabilities......... 6,001 1,697 7,661
Long-term liabilities, net of current
portion
Capitalized lease obligations............. 413 -- 413
Shareholder loan.......................... -- 1,819 (1,819)(a) --
------- ------ -------
Total long-term liabilities....... 413 1,819 413
Common stock........................... 40,889 195 949(a) 42,033
Accumulated deficit.................... (21,615) (1,943) 1,943(a) (21,615)
Intercompany translation adjustment.... -- 95 (95)(a) --
------- ------ -------
Total shareholders' equity........ 19,274 (1,653) 20,418
------- ------ -------
$ 25,688 1,863 $28,492
======= ====== =======
</TABLE>
The accompanying notes are an integral part of these
12
<PAGE> 13
VERSANT OBJECT TECHNOLOGY CORPORATION AND
VERSANT OBJECT TECHNOLOGY GMBH
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-----------------------------------------------------------
HISTORICAL HISTORICAL PRO FORMA PRO FORMA
VERSANT VERSANT EUROPE ADJUSTMENTS CONSOLIDATED
------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
REVENUE:
License.................................. $12,202 $ 1,046 $(1,770)(c) $ 11,478
Services................................. 6,191 370 -- 6,561
------- ------- -------
Total revenue.................... 18,393 1,416 18,039
------- ------- -------
COST OF REVENUE:
License.................................. 1,144 425 (425)(d) 1,144
Services................................. 2,987 81 ( 81)(d) 2,987
------- ------- -------
Total cost of revenue............ 4,131 506 4,131
------- ------- -------
GROSS PROFIT............................... 14,262 910 13,908
------- ------- -------
OPERATING EXPENSES:
Sales, general and administrative........ 9,828 2,729 12,557
Research and development................. 3,323 -- 3,223
Amortization of excess of cost of
investment over fair value of net
assets acquired, net.................. -- -- 441(e) 441
------- ------- -------
Total operating expenses......... 13,151 2,729 16,221
------- ------- -------
Operating income (loss).......... 1,111 (1,819) (2,313)
INTEREST AND OTHER INCOME (EXPENSE), net... 429 (19) 410
------- ------- -------
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES.................................... 1,540 (1,838) (1,903)
PROVISION FOR INCOME TAXES................. 129 -- (126)(f) 3
------- ------- -------
NET INCOME (LOSS).......................... $ 1,411 (1,838) $ (1,906)
------- ------- -------
NET INCOME (LOSS) PER SHARE................ $ 0.18 $ (0.25)
======= =======
PRO FORMA WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES................. 7,781 7,586
======= =======
</TABLE>
13
<PAGE> 14
VERSANT OBJECT TECHNOLOGY CORPORATION AND
VERSANT OBJECT TECHNOLOGY GMBH
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. PRO FORMA ADJUSTMENTS
Certain pro forma adjustments have been made to the accompanying pro forma
combined condensed financial statements as described below:
a. Reflects the acquisition of Versant Europe for approximately $3.6
million ($2 million in cash and $1.6 million in common stock prior to a
$490,000 valuation adjustment related to certain restictions of the trading
of such shares) and the allocation of $3.3 million of the purchase price to
goodwill. Also reflects conversion of Versant Europe's shareholder loan to
equity prior to the acquisition by the Company.
b. Eliminates intercompany receivables and payables.
c. Reflects elimination of $1,770,000 of intercompany revenue from
Versant Europe initially recorded as royalty and licensing revenue in the
year ended December 31, 1996.
d. Reflects elimination of intercompany cost of revenue.
e. Reflects the amortization for 12 months of the excess of cost of
investment over the fair value of net assets acquired of approximately $3.3
million, which will be amortized on a straight line basis over seven (7)
years.
f. Reflects the elimination of the Company's domestic income tax
provision for fiscal 1996 due to the pro forma 1996 net loss.
NOTE 2. PURCHASE PRICE ALLOCATION
In connection with the acquisition, the Company paid $3.6 million to the
shareholder of Versant Europe consisting of $2.0 million in cash and 167,545
shares of common stock valued at $9.75 per share prior to valuation adjustment.
The Company also accrued acquisition related costs of approximately $109,000.
As a result of the purchase price allocation and other adjustments, the
excess of the investment over the fair value of net assets acquired is $3.3
million which is being amortized on a straight-line basis over a period of 7
years. Management believes that the unamortized balance is recoverable through
future operating results.
14
<PAGE> 15
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 OBJECT TECHNOLOGY CORPORATION
June 2, 1997 By /s/ GARY RHEA
Gary Rhea
Chief Financial Officer
15
