VERSANT CORP
8-K, 1999-07-21
PREPACKAGED SOFTWARE
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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): July 19, 1999


                               VERSANT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                   CALIFORNIA
                 (State or Other Jurisdiction of Incorporation)

<TABLE>
<S>                                            <C>
       0-28540                                              94-3079392
(Commission File Number)                       (IRS Employer Identification No.)
</TABLE>
                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.

As of July 19, 1999, Versant Corporation, a California corporation (the
"Company") will be delisted from the Nasdaq National Market and conditionally
listed on The Nasdaq SmallCap Market via an exception from the net tangible
assets requirement.



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<PAGE>   3

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS                          DESCRIPTION
- --------                          -----------
<S>          <C>
   99        Press Release issued by the Company on July 19, 1999
</TABLE>


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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: July 21 , 1999            /s/ GARY RHEA
- ---------------------------     ------------------------------------
                                Gary Rhea
                                Vice President Finance and Administration.
                                Chief Financial Officer, Treasurer and Secretary
                                (Duly Authorized Officer and Principal
                                Financial Officer)


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<PAGE>   5

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBITS                          DESCRIPTION
- --------                          -----------
<S>          <C>
   99        Press Release issued by the Company on July 19, 1999
</TABLE>





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                                                                      Exhibit 99

FOR IMMEDIATE RELEASE

Contact:

Gary Rhea
Chief Financial Officer
Versant Corporation
(510) 789-1500
[email protected]

           VERSANT COMMON STOCK TO BE LISTED ON NASDAQ SMALLCAP MARKET

FREMONT, CALIF., JULY 19, 1999 - Versant Corporation announced today that its
common stock will be listed on The Nasdaq SmallCap Market via an exception from
the net tangible assets requirement. Versant failed to meet the net tangible
asset requirement as of March 31, 1999 and has been granted a temporary
exception from this standard subject to Versant meeting certain conditions. The
exception will expire on August 16, 1999. Versant's recently announced equity
infusion of $6.3 million should facilitate the satisfaction of these conditions.
In the event Versant is deemed to have met the terms of the exception, it will
continue to be listed on the Nasdaq SmallCap Market. Although Versant believes
that it will satisfy these conditions, there can be no assurance that it has
done so until requisite SEC reports are filed and are deemed acceptable by
Nasdaq. For the duration of the exception, the Versant's Nasdaq symbol will be
VSNTC. Versant will request a review of the Nasdaq Listing Qualifications Panel
decision to delist it from the Nasdaq National Market.

About Versant Corporation

Versant Corporation is a leading provider of high-performance, enterprise
database management systems in complex data and distributed computing
environments. Versant solutions are used across a broad range of industries
including telecommunications, financial services, health care, energy and the
emerging market for intranet and transactional Internet applications. The
Versant ODBMS and its related products offer distributed enterprises large-scale
reliability, scalability and performance for mission-critical applications
within existing computing environments. Versant is headquartered in Fremont,
California. Additional information about Versant and its products may be
obtained by phone at 510-789-1500 or via the World Wide Web at www.versant.com.
Versant and Versant ODBMS are trademarks of Versant Corporation. All other
company names and product names are trademarks of the individual companies.

                                      # # #

This press release contains forward-looking information 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. Versant assumes no obligation to update the information contained in
this press release. The matters discussed in this press release also involve
risks and uncertainties described from time to time in Versant's filings with
the SEC. In particular, see "risk factors" in the most recent Annual Report on
Form 10-K and the Quarterly Report on Form 10-Q filed with the SEC. These
documents contain and identify important factors that could cause the actual
results to differ materially from the above.


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