<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-KSB
AMENDMENT NO. 1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER: 0-28540
VERSANT OBJECT TECHNOLOGY CORPORATION
(Name of small business issuer in its charter)
CALIFORNIA 94-3079392
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6539 DUMBARTON CIRCLE, FREMONT, CALIFORNIA 94555
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (510) 789-1500
Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
The issuer's revenues for the year ended December 31, 1997 were
$29,190,000.
As of February 27, 1998, there were outstanding 9,075,999 shares of the
issuer's Common Stock, no par value per share. As of that date, the aggregate
market value of the shares of Common Stock held by non-affiliates of the issuer
(based on the closing price ($7.40625) for the Common Stock on the Nasdaq
National Market on February 27, 1998) was approximately $62,598,210. This
excludes 623,920 shares of Common Stock held by directors and officers.
Exclusion of shares held by any person should not be construed to indicate that
such person possesses power, direct or indirect, to direct or cause the
direction of the management or policies of the issuer, or that such person is
controlled by or is under common control with the issuer.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the issuer's definitive proxy statement to be filed with the
Securities and Exchange Commission relative to the issuer's 1998 annual meeting
of shareholders are incorporated by reference in Part III of this Form 10-KSB.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE> 2
PART III
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Exhibits.
See Exhibit Index, page X-1.
(a) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the last quarter of
the year for which this report is filed.
<PAGE> 3
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this amendment to report to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Fremont, State of California, on this
2nd day of April, 1998.
VERSANT OBJECT TECHNOLOGY CORPORATION
By: /s/ Gary Rhea
-------------------------------------
Gary Rhea
Vice President-Finance and
Administration
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Nick Ordon President, Chief April 2, 1998
- ------------------------------- Executive Officer
Nick Ordon and Director
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Gary Rhea Vice April 2, 1998
- ------------------------------- President-Finance
Gary Rhea and Administration
ADDITIONAL DIRECTORS:
- --------------------------------- Director April __, 1998
Mark Leslie
/s/ Stephen J. Gaal Director April 2, 1998
- -------------------------------
Stephen J. Gaal
/s/ Lawrence K. Orr Director April 2, 1998
- -------------------------------
Lawrence K. Orr
/s/ James Simpson Director April 2, 1998
- -------------------------------
James Simpson
/s/ David Banks Director April 2, 1998
- --------------------------------
David Banks
</TABLE>
2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT TITLE
NUMBER
<S> <C>
2.01 -- Acquisition Agreement dated as of March 26, 1997 by and
between registrant and ISAR-Vermogensverwaltung Gbr mbH
("ISAR")(1)
3.01 -- Registrant's Amended and Restated Articles of Incorporation,
as amended(2)
3.02 -- Registrant's Certificate of Amendment of Articles of
Incorporation filed prior to the closing of registrant's
initial public offering(2)
3.03 -- Registrant's Amended and Restated Articles of Incorporation
filed following the closing of registrant's initial public
offering(2)
3.04 -- Registrant's Bylaws(2)
3.05 -- Registrant's Amended and Restated Bylaws adopted prior to the
closing of registrant's initial public offering(2)
4.01 -- [intentionally omitted]
4.02 -- Preferred Stock Purchase Agreement, dated as of April 27,
1994, as amended(2)
10.01 -- Registrant's 1989 Stock Option Plan, as amended, and related
documents(2)**
10.02 -- Registrant's 1996 Equity Incentive Plan, as amended, and
related documents(3)**
10.03 -- Registrant's 1996 Directors Stock Option Plan, as amended,
and related documents(4)**
10.04 -- Registrant's 1996 Employee Stock Purchase Plan, as amended,
and related documents(5)**
10.05 -- Registrant's 401(k) Plan and addendum thereto(2)
10.06 -- Lease Agreement dated March 22, 1993 between Lincoln Property
Company N.C., Inc. and Registrant, as amended(2)
10.07 -- Master Lease Agreement dated January 26, 1996 between LINC
Capital Management, a division of Scientific Leasing Inc., and
Registrant(2)
10.08 -- Amended and Restated Loan and Security Agreement dated as of
June 14, 1996 between Registrant and Silicon Valley Bank(2)
10.09 -- Joint Venture Agreement dated as of July 26, 1995 between
Registrant and ISAR-Vermogensverwaltung Gbr mbH(2)*
10.10 -- Form of Indemnity Agreement entered into by Registrant with
each of its directors and executive officers(2)
10.11 -- 1996 Executive Compensation Plan -- Rich Kadet(2)*/**
10.12 -- 1996 Executive Compensation Plan -- George Franzen(2)*/**
10.13 -- 1996 Executive Compensation Plan -- Jim Lochry(2)*/**
</TABLE>
X-1
<PAGE> 5
<TABLE>
<S> <C>
10.14 -- Form of Amendment to Versant Object Technology Corporation
Stock Option Agreement(2)**
10.15 -- Lease Agreement dated November 25, 1996 between John Arrillaga,
Trustee et. al. and Versant Object Technology Corporation(6)
10.16 -- Form of Letter Agreement dated October 22, 1997 between
registrant and its executive officers(7)**
10.17 -- Severance Agreement and Release of Claims dated January 7,
1998 between registrant and David Banks(7)**
10.18 -- Letter Agreement dated November 26, 1997 between registrant and
Nick Ordon(7)**
21.01 -- Subsidiaries of the registrant(7)
23.01 -- Consent of Arthur Andersen LLP, Independent Public
Accountants(7)
27.01 -- Financial Data Schedule(7)
27.02 -- Restated Financial Data Schedule for the six months ended
June 30, 1996(8)
27.03 -- Restated Financial Data Schedule for the nine months ended
September 30, 1996(8)
27.04 -- Restated Financial Data Schedule for the year ended December
31, 1996(8)
27.05 -- Restated Financial Data Schedule for the three months ended
March 31, 1997(8)
27.06 -- Restated Financial Data Schedule for the six months ended
June 30, 1997(8)
27.07 -- Restated Financial Data Schedule for the nine months ended
September 30, 1997(8)
</TABLE>
(1) Incorporated by reference to the registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
April 10, 1997
(2) Incorporated by reference to the registrant's Registration
Statement on Form SB-2 (file number 333-4910-LA) filed with and
declared effective by the Securities and Exchange Commission on
July 17, 1996.
(3) Incorporated by reference to Exhibit 4.05 to the registrant's
Registration Statement on Form S-8 (file number (333-29947)
filed with the Securities and Exchange Commission on June 24,
1997.
(4) Incorporated by reference to Exhibit 4.06 to the registrant's
Registration Statement on Form S-8 (file number (333-29947)
filed with the Securities and Exchange Commission on June 24,
1997.
(5) Incorporated by reference to Exhibit 4.07 to the registrant's
Registration Statement on Form S-8 (file number (333-29947)
filed with the Securities and Exchange Commission on June 24,
1997.
(6) Incorporated by reference to the registrant's Form 10-KSB for
the fiscal year ended December 31, 1996, filed with the
Securities and Exchange Commission on March 31, 1997.
(7) Previously filed on March 31, 1998 with registrant's Form 10-KSB
for the year ended December 31, 1998.
(8) Filed herewith.
* Confidential treatment has been granted with respect to certain
portions of this agreement. Such portions have been omitted from
the filing and have been filed separately with the Securities
and Exchange Commission.
** Management contract or compensatory plan.
X-2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statements of Operations and Balance Sheets and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,647
<SECURITIES> 0
<RECEIVABLES> 5,908
<ALLOWANCES> 243
<INVENTORY> 0
<CURRENT-ASSETS> 7,590
<PP&E> 3,451
<DEPRECIATION> 3,101
<TOTAL-ASSETS> 8,695
<CURRENT-LIABILITIES> 5,455
<BONDS> 0
4,429
0
<COMMON> 21,682
<OTHER-SE> (22,917)
<TOTAL-LIABILITY-AND-EQUITY> 8,695
<SALES> 7,794
<TOTAL-REVENUES> 7,794
<CGS> 0
<TOTAL-COSTS> 1,681
<OTHER-EXPENSES> 6,963
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (29)
<INCOME-PRETAX> 132
<INCOME-TAX> 23
<INCOME-CONTINUING> 109
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 109
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.02
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statements of Operations and Balance Sheets and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,476
<SECURITIES> 12,741
<RECEIVABLES> 6,884
<ALLOWANCES> 392
<INVENTORY> 0
<CURRENT-ASSETS> 22,084
<PP&E> 3,756
<DEPRECIATION> 3,203
<TOTAL-ASSETS> 22,709
<CURRENT-LIABILITIES> 3,990
<BONDS> 0
0
0
<COMMON> 40,867
<OTHER-SE> (22,311)
<TOTAL-LIABILITY-AND-EQUITY> 22,709
<SALES> 12,776
<TOTAL-REVENUES> 12,776
<CGS> 0
<TOTAL-COSTS> 2,924
<OTHER-EXPENSES> 9,287
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (44)
<INCOME-PRETAX> 803
<INCOME-TAX> 88
<INCOME-CONTINUING> 715
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 715
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.10
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statements of Operations and Balance Sheets and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 5,267
<SECURITIES> 14,716
<RECEIVABLES> 5,350
<ALLOWANCES> 603
<INVENTORY> 0
<CURRENT-ASSETS> 198
<PP&E> 3,999
<DEPRECIATION> 3,324
<TOTAL-ASSETS> 25,688
<CURRENT-LIABILITIES> 8,001
<BONDS> 0
0
0
<COMMON> 40,889
<OTHER-SE> (21,615)
<TOTAL-LIABILITY-AND-EQUITY> 25,688
<SALES> 18,393
<TOTAL-REVENUES> 18,393
<CGS> 0
<TOTAL-COSTS> 4,131
<OTHER-EXPENSES> 13,151
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (58)
<INCOME-PRETAX> 1,540
<INCOME-TAX> 129
<INCOME-CONTINUING> 1,411
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,411
<EPS-PRIMARY> 0.24
<EPS-DILUTED> 0.18
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statements of Operations and Balance Sheets and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 790
<SECURITIES> 15,759
<RECEIVABLES> 4,627
<ALLOWANCES> 692
<INVENTORY> 0
<CURRENT-ASSETS> 22,313
<PP&E> 4,396
<DEPRECIATION> 3,475
<TOTAL-ASSETS> 26,877
<CURRENT-LIABILITIES> 6,758
<BONDS> 0
0
0
<COMMON> 42,453
<OTHER-SE> (22,686)
<TOTAL-LIABILITY-AND-EQUITY> 26,677
<SALES> 3,785
<TOTAL-REVENUES> 3,785
<CGS> 0
<TOTAL-COSTS> 1,020
<OTHER-EXPENSES> 4,037
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (17)
<INCOME-PRETAX> (1,068)
<INCOME-TAX> 3
<INCOME-CONTINUING> (1,071)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,071)
<EPS-PRIMARY> (0.12)
<EPS-DILUTED> (0.12)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains a summary financial information extracted from the
Statements of Operations and Balance Sheets and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 256
<SECURITIES> 11,398
<RECEIVABLES> 9,872
<ALLOWANCES> 444
<INVENTORY> 0
<CURRENT-ASSETS> 23,044
<PP&E> 6,161
<DEPRECIATION> 3,659
<TOTAL-ASSETS> 29,200
<CURRENT-LIABILITIES> 9,020
<BONDS> 0
0
0
<COMMON> 42,455
<OTHER-SE> (22,524)
<TOTAL-LIABILITY-AND-EQUITY> 29,200
<SALES> 11,149
<TOTAL-REVENUES> 11,149
<CGS> 0
<TOTAL-COSTS> 2,316
<OTHER-EXPENSES> 10,076
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (49)
<INCOME-PRETAX> (887)
<INCOME-TAX> 21
<INCOME-CONTINUING> (908)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 163
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statements of Operations and Balance Sheets and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,089
<SECURITIES> 8,439
<RECEIVABLES> 8,587
<ALLOWANCES> 452
<INVENTORY> 0
<CURRENT-ASSETS> 22,975
<PP&E> 9,709
<DEPRECIATION> 3,806
<TOTAL-ASSETS> 32,379
<CURRENT-LIABILITIES> 9,609
<BONDS> 0
0
0
<COMMON> 42,841
<OTHER-SE> (21,949)
<TOTAL-LIABILITY-AND-EQUITY> 32,379
<SALES> 20,549
<TOTAL-REVENUES> 20,549
<CGS> 0
<TOTAL-COSTS> 4,140
<OTHER-EXPENSES> 17,145
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (98)
<INCOME-PRETAX> (258)
<INCOME-TAX> 25
<INCOME-CONTINUING> (283)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (283)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
