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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): OCTOBER 16, 1998
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VERSANT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
0-28540 94-3079392
(Commission File Number) (IRS Employer Identification No.)
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)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On October 16, 1998, Versant Corporation, a California corporation ("Registrant"
or "Versant"), raised $3.6 million through the private placement of a
Convertible Secured Subordinated Promissory Note. The funding was provided by
Vertex Technology Fund Pte. ("Vertex"), one of the funds managed by Vertex
Management.
The Note issued to Vertex is convertible at Vertex's option into common stock of
the Registrant at a price of $1.925 per share. Versant currently has
approximately 9,450,000 shares of common stock outstanding. The Note is secured
by the assets of the Registrant, is subordinated to the Registrant's existing
lines of credit and is due in October 2001, but may mature or be automatically
converted sooner under certain circumstances. Vertex has agreed not to sell its
interest in the Note or underlying common stock for a period of six months from
the closing.
Neither the Note nor the shares issuable upon conversion of the Note have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note and such shares may not be offered or sold in the United States
absent registration or an exemption from applicable registration requirements.
The Note was issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act. Versant has agreed to file a registration
statement for the resale of the shares of Versant common stock issuable upon
conversion of the Note.
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SIGNATURE
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 thereunto duly authorized
VERSANT CORPORATION
Date: October 22, 1998 /s/ Gary Rhea
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Gary Rhea
Vice President Finance and Administration,
Chief Financial Officer, Treasurer and Secretary
(Duly Authorized Officer and Principal
Financial Officer)
