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As filed with the Securities and Exchange Commission on August 10, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERSANT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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CALIFORNIA 94-3079392
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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6539 DUMBARTON CIRCLE
FREMONT, CA 94555
(Address of Principal Executive Offices)
1996 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
LEE MCGRATH
CHIEF FINANCIAL OFFICER
VERSANT CORPORATION
6539 DUMBARTON CIRCLE
FREMONT, CA 94555
(510) 789-1500
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Barry J. Kramer, Esq.
Michael J. Patrick, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, no par value 1,000,000(1) $4.03125(2) 4,031,250 $1,065
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(1) Represents shares registered pursuant to this Registration Statement that
are available for issuance under the Registrant's 1996 Equity Incentive
Plan. Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectuses relating to this
Registration Statement also relate to Form S-8 Registration Statements Nos.
333-08537, 333-29947 and 333-80827. A total of 3,274,110 shares issuable
under the Registrant's 1996 Equity Incentive Plan, 1996 Employee Stock
Purchase Plan and 1996 Directors Stock Option Plan have been previously
registered under the Securities Act.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, based on the
average of the high and low prices of the Registrant's Common Stock as
reported by the Nasdaq National Market on August 9, 2000, solely for the
purpose of calculating the amount of the registration fee.
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CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT.
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register 1,000,000 additional shares under the 1996 Equity
Incentive Plan of Versant Corporation (the "Registrant"). This increase of
1,000,000 additional shares for Registrant's 1996 Equity Incentive Plan was
approved by the Registrant's shareholders at the Registrant's Annual Meeting of
Shareholders on June 22, 2000. The contents of the Registrant's Form S-8
Registration Statements Nos. 333-08537, 333-29947 and 333-80827 are hereby
incorporated by reference.
ITEM 8. EXHIBITS
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Exhibit No. Description
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4.01 Registrant's Amended and Restated Articles of Incorporation as filed
with the California Secretary of State on July 24, 1996.
4.02 Registrant's Certificate of Amendment of Articles of Incorporation
as filed with the California Secretary of State on July 14, 1998
(incorporated herein by reference to Exhibit 4.04 of Registrant's Form
S-8, File No. 333-80827, filed with the Commission on June 16, 1999).
4.03 Registrant's Certificate of Determination as filed with the California
Secretary of State on July 13, 1999 (incorporated herein by reference
to Exhibit 3.01 of Registrant's Form 8-K filed with the Commission on
July 13, 1999).
4.04 Registrant's Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.05 of the Registrant's Registration Statement
on Form SB-2, File No. 333-4910-LA originally filed with the
Commission on May 24, 1996, as subsequently amended on June 18, 1996
and July 16, 1996).
4.05 Registrant's 1996 Equity Incentive Plan, as amended, and related
documents (the amended plan is filed herewith and the related
documents are incorporated herein by reference to Exhibit 4.06 of
Registrant's Form S-8, File No. 333-80827, filed with the Commission
on June 16, 1999).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.01 Power of Attorney (see signature page).
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Nick Ordon and Lee McGrath, and each of them, his
or her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on this 10th day of
August, 2000.
VERSANT CORPORATION
By: /s/ Nick Ordon
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Nick Ordon
President, Chief Executive Officer
and a Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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PRINCIPAL EXECUTIVE OFFICER:
/s/ NICK ORDON President, Chief Executive Officer August 10, 2000
------------------------------------ and a Director
Nick Ordon
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER:
/s/ LEE MCGRATH Vice President Finance and August 10, 2000
------------------------------------ Administration, Chief Financial
Lee McGrath Officer and Secretary
ADDITIONAL DIRECTORS:
/s/ DAVID BANKS Director August 10, 2000
------------------------------------
David Banks
/s/ WILLIAM HENRY DELEVATI Director August 10, 2000
------------------------------------
William Henry Delevati
/s/ WILLIAM R. SHELLOOE Director August 10, 2000
------------------------------------
William R. Shellooe
/s/ BERNHARD WOEBKER Director August 10, 2000
------------------------------------
Bernhard Woebker
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EXHIBIT INDEX
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Exhibit No. Description
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4.01 Registrant's Amended and Restated Articles of Incorporation as filed
with the California Secretary of State on July 24, 1996.
4.02 Registrant's Certificate of Amendment of Articles of Incorporation
as filed with the California Secretary of State on July 14, 1998
(incorporated herein by reference to Exhibit 4.04 of Registrant's Form
S-8, File No. 333-80827, filed with the Commission on June 16, 1999).
4.03 Registrant's Certificate of Determination as filed with the California
Secretary of State on July 13, 1999 (incorporated herein by reference
to Exhibit 3.01 of Registrant's Form 8-K filed with the Commission on
July 13, 1999).
4.04 Registrant's Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.05 of the Registrant's Registration Statement
on Form SB-2, File No. 333-4910-LA originally filed with the
Commission on May 24, 1996, as subsequently amended on June 18, 1996
and July 16, 1996).
4.05 Registrant's 1996 Equity Incentive Plan, as amended, and related
documents (the amended plan is filed herewith and the related
documents are incorporated herein by reference to Exhibit 4.06 of
Registrant's Form S-8, File No. 333-80827, filed with the Commission
on June 16, 1999).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.01 Power of Attorney (see signature page).
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