**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM10-K/A**

**Amendment No.1**

 
| **ý** | ** ** | **Annual report pursuant to Section 13 or 15(d) of  the Securities Exchange Act of 1934 for the fiscal year ended October 31,  2004**                                                                                                                       |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                  |
| **or**     |
|       |       |                                                                                                                                                                                                                                                        |
| **o**      | ** ** | **Transition report pursuant to Section 13 or  15(d) of the Securities Exchange Act of 1934 for the transition period from             to           .** |

 

**Commission file number: 0-28540**

 

**VERSANTCORPORATION**

(Exact name of registrant as specified in itscharter)

 
| **California**                                                                               | ** ** | **94-3079392**                        |
|----------------------------------------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction  of incorporation or organization)                              |       | (I.R.S. 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)                                   |
|                                                                                         |
| Securities registered pursuant to Section  12(b) of the Act: **None**                        |
|                                                                                         |
| Securities registered pursuant to Section  12(g) of the Act: **Common Stock, no par  value** |

 

Indicate by check mark whether the Registrant: (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes ý   o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of Registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K/A or anamendment to Form 10-K. o

 

Indicate by check mark whether the Registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2). Yes o No ý

 

The aggregate market value of the outstanding common stock held bynon-affiliates of the Registrant as of April 30, 2004, the last business day ofthe registrant’s most recently completed second fiscal quarter, based on theclosing price of $2.08 per share on the NASDAQ SmallCap Market on April 30,2004, was approximately $62,138,003.20. This amount excludes 631,764 shares of common stock held by directors,officers and certain shareholders of the Registrant as of April 30, 2004.  Exclusion of shares held by any person shouldnot be construed to indicate that that person possesses power, direct orindirect, to direct or cause the direction of the management or policies of theRegistrant, or that such person is controlled by or is under common controlwith the Registrant.

 

As of February 22, 2005, there were outstanding 34,823,361 shares ofthe Registrant’s common stock, no par value.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

None.

 

 

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**VERSANTCORPORATIONANNUAL REPORT ON FORM 10-KFor the Fiscal Year Ended October 31, 2004**

 

**TABLE OFCONTENTS**

 
| **Item  No.**  | ** ** | **Name  of Item**                                                                                 |
|----------------|------------|---------------------------------------------------------------------------------------------------|
|           |       |                                                                                              |
| **PART III**   |
|           |       |                                                                                              |
| Item  10       |       | Directors  and Executive Officers of the Registrant.                                              |
|           |       |                                                                                              |
| Item 11        |       | Director and  Executive Compensation.                                                             |
|           |       |                                                                                              |
| Item 12        |       | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters. |
|           |       |                                                                                              |
| Item 13        |       | Certain Relationships  and Related Transactions.                                                  |
|           |       |                                                                                              |
| Item 14        |       | Principal  Accountant Fees and Services.                                                          |
|           |       |                                                                                              |
|           |       |                                                                                              |
| Signatures     |       |                                                                                              |
|           |       |                                                                                              |
| Certifications |       |                                                                                              |

 

**EXPLANATORYNOTE**

 

This Amendment No. 1 to Versant Corporation’s Form 10-K for its fiscalyear ended October 31, 2004 is being filed in order to include informationrequired by Items 10 through 14 that was originally anticipated to beincorporated by reference to the information to be included in the Registrant’sdefinitive Proxy Statement for the Registrant’s 2005 annual meeting ofshareholders.

 

References herein to “Versant” or the “Company” refer to VersantCorporation.

 

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**PART III**

 

**Item 10. Directors and Executive Officers of the Registrant**

 

Information regarding Versant’s executive officers appears in Item 4Aof Part I of this Annual Report on Form 10-K, as filed February 15, 2005,under the heading “Executive Officers of the Registrant.” Information regardingVersant’s Code of Conduct and Ethics appears in Item 10 of this Annual Reporton Form 10-K, as filed February 15, 2005.

 

**Board of Directors**

 

Set forth below is information regarding the members of Board ofDirectors of Versant Corporation:

 
| **Name  of Director**              | ** ** | **Age** | ** ** | **Principal Occupation**                                                      | ** ** | **Director  Since** |   |
|------------------------------------|------------|---------|------------|-------------------------------------------------------------------------------|------------|---------------------|--------|
| Uday Bellary (1) (2) (3)           |       | 50      |       | Executive Vice President, Finance, Administration and  Operations of VL, Inc. |       | 2003                |   |
| William Henry Delevati (1) (2) (3) |       | 56      |       | Consultant                                                                    |       | 1999                |   |
|                               |       |    |       |                                                                          |       |                |   |
| Herbert May (1) (2) (3)            |       | 55      |       | Consultant                                                                    |       | 2004                |   |
|                               |       |    |       |                                                                          |       |                |   |
| Nick Ordon                         |       | 57      |       | Chairman of the Board, President and  Chief Executive Officer of the Company  |       | 1998                |   |
| Jochen Witte                       |       | 44      |       | President, European Operations of the Company                                 |       | 2004                |   |

 

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(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating Committee.

 

***Uday Bellary*** hasserved as a director of the Company and as Chairman of the Audit Committee ofthe Board of Directors since July 2003 and is also a member of theCompensation and Nominating Committees. Since September 2003,Mr. Bellary has served part-time as Executive Vice President, Finance,Administration and Operations and Chief Financial Officer of VL, Inc., aprivately held VoIP services company, and as a member of its board ofdirectors. Mr. Bellary has also been a member of the board of directors ofBackweb Technologies Ltd since July 2004. From February 2000 toAugust 2003, he served as the Senior Vice President, Finance &Administration and Chief Financial Officer of Metro Optix, Inc., a privatelyheld provider of optical networking equipment, which, to satisfy itsliabilities, disposed of its intellectual property and other assets to XteraCommunications and ceased operations in August of 2003. FromSeptember 1997 to October 1999, he served as Vice President ofFinance and Chief Financial Officer of MMC Networks, Inc., a publiclytraded manufacturer of data networking processors that was acquired by AppliedMicro Circuits Corporation in October 2000. Between February 1997 andSeptember 1997, Mr. Bellary was Vice President, Finance &Administration and Chief Financial Officer of DTM Corporation, a manufacturerof computer-driven laser systems for industrial prototyping. Prior to that heheld various positions at Cirrus Logic, Inc., a semiconductor company, mostrecently as the Director of Finance, and prior to that he served in variousroles in international finance, accounting and audit departments of IntelCorporation, a semiconductor company. Mr. Bellary holds a B.S. degree inFinance, Accounting and Economics from Karnatak University, India and a DMAdegree in Finance. Mr. Bellary is a CPA and also a Chartered Accountant.

 

***William Henry Delevati***has served as a director of the Company since October 1999 and iscurrently Chairman of the Compensation Committee. Mr. Delevati is also amember of the Audit and Nominating Committees. Mr. Delevati has served asa consultant to various companies located in the Silicon Valley

 

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area since April 2000.From October 1999 to April 2000, Mr. Delevati served as theSenior Vice President, Information Technology and Chief Information Officer ofAspect Technology, an automated call device company. From November 1995 toApril 1999, Mr. Delevati served as Vice President of WorldwideInformation Services for Quantum Corporation, a storage device company. From April 1995to November 1995, he was Chief Information Officer, Senior Vice Presidentof MIS for Conner Peripherals, a storage device company. FromSeptember 1994 to April 1995, he was Chief Information Officer, VicePresident of Worldwide MIS for Borland Corporation, a software tools company.From September 1993 to September 1994, he was Chief InformationOfficer, Vice President of Worldwide MIS for Logitech, a computer peripheraldevice company. From December 1987 to September 1993, he was Directorof Application Development and Global Information Resources for SunMicrosystems, Inc. Mr. Delevati holds a Bachelor of Science degree inOperations Research in 1974 from Arizona State University.

 

***Dr. Herbert May***has served as a director of the Company since March 2004 and is currentlyChairman of the Nominating Committee and a member of the Audit and CompensationCommittees of the Board of Directors. From November 2000 toMarch 2004 he served as Chairman of the board of directors of PoetHoldings, Inc.  In addition, Dr. Mayserved as a member of both the Audit Committee and the Compensation Committeeof Poet Holdings, Inc. Dr. May has held several leading positions atAlcatel in both Stuttgart and Paris. His last position at Alcatel was Head ofthe Office of Communication Division. From February 1994 toSeptember 1995, Dr. May, acting in the position of Spokesman for theManagement Board, took a leading role as CEO in establishing DeTeSystems, aGerman wholly owned subsidiary of Deutsche Telekom AG that provides systemsolutions for telecommunications services to significant accounts in Germany.In 1995, he was appointed to the Board of Management of DeutscheTelekom AG, where he was responsible for large business customers,multimedia and systems solutions until May 1998. Currently, Dr. Maymanages his own consulting and investment company and is a member of theadvisory boards of several IT and Multimedia companies. He currently serves onthe Board of Directors of InfoVista S.A., a publicly held French company thatprovides software products that monitor and analyze the performance ofcorporate IT infrastructures.

 

***Nick Ordon*** hasserved as President, Chief Executive Officer and a director of Versant since hejoined the Company in January 1998. He is currently the Chairman of the Boardof Directors. From July 1996 to December 1997, Mr. Ordon wasVice President and General Manager of Messaging at Lotus DevelopmentCorporation, a software development company and wholly owned subsidiary ofInternational Business Machines Corporation. From August 1994 toJuly 1996, he was Vice President and General Manager of the CommercialBusiness Unit of Lockheed Martin Corporation, an aerospace products company.From January 1993 to August 1994, Mr. Ordon served as General Manager,NetWare Operations with Hewlett-Packard Company. Prior to entering industry,Mr. Ordon was a pilot in the United States Air Force. Mr. Ordon holdsboth a Bachelor and Master of Science degree in Aerospace Engineering from theUniversity of Colorado in 1970 and 1971, respectively, and a Master of BusinessAdministration degree in Finance and Operations from Syracuse University in1980.

 

*****JochenWitte*********has servedas President, European Operations**** since joining Versant inMarch 2004 following Versant’s merger with Poet Holdings, Inc.  Mr. Witteis a member of Versant’s Board of Directors as well as being responsible forVersant’s European operations.  Most recently, Mr. Witte was the CEO ofPoet Holdings Inc., which he co-founded in 1993. He initially worked as theManaging Director of Germany and became Poet’s Chief Financial Officer in 1999when Poet went public. Prior to working with Poet, Mr. Witte was with BKSSoftware, where he rose to Managing Director after beginning withresponsibility for sales and training.  Mr. Witte received a degree inBusiness Administration from the Berlin Technical University and also attendedthe University of Wales as an exchange student.

 

There is no family relationship between any of the foregoing directorsor between any of such directors and any of the Company’s executive officers.

 

On March 18, 2004, the Company completed its business combinationwith Poet Holdings, Inc., a publicly held Delaware corporation, or Poet, inwhich Poet merged with and into a wholly owned subsidiary of the Company, andbecame a wholly owned subsidiary of the Company. In connection with theconsummation of the merger, the authorized number of the Company’s directorswas reduced from eight to five directors. In connection with the Poet merger,

 

4

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Messrs. Ajay Jain, Sateesh Lele, Shyam Rangole, Daniel Roberts andBernard Woebker resigned from the Company’s Board of Directors, and former Poetdirectors Jochen Witte and Herbert May were appointed to the Company’s Board ofDirectors.

 

**Board of Directors**

 

***Audit Committee****.*

 

Versant has a separately designated standing Audit Committee of itsBoard of Directors.** **Messrs. Bellaryand Delevati and Dr. May are the current members of the Audit Committee.Dr. May has served on the Audit Committee since May 2004, and Messrs.Bellary and Delevati served on the Audit Committee for the entire fiscal year.Mr. Bellary was elected as Chairman of the Audit Committee in July 2003and continues to serve as Chairman. Messrs. Rangole and Roberts were members ofthe Audit Committee from the beginning of fiscal year 2004 until they resignedfrom the Board of Directors in connection with the completion of our businesscombination with Poet in March 2004. The Board of Directors has determined thatMr. Bellary is an “audit committee financial expert” as defined by therules of the Securities and Exchange Commission. Each current member of theAudit Committee meets the independence and other requirements to serve on ourAudit Committee under applicable securities laws and the rules of the SEC andlisting standards of The NASDAQ Stock Market.

 

**Shareholder Recommendations**

 

There have been no material changes to the procedures by which securityholders of Versant may recommend nominees to our board of directors, which procedureswere disclosed in the proxy statement relating to our 2004 annual meeting ofshareholders.

 

**Section 16(a) Beneficial Ownership ReportingCompliance**

 

Section 16 of the Exchange Act requires Versant’s directors andofficers, and persons who own more than 10% of a registered class of Versant’sequity securities, to file initial reports of ownership and reports of changesin ownership with the Securities and Exchange Commission.  Such personsare required by SEC regulations to furnish Versant with copies of all Section16(a) forms they file.

 

Based solely on the review of the copies of such forms furnished toVersant and written representations from the executive officers and directorsof the company, Versant believes that all Section 16(a) filing requirementswere met during fiscal 2004.

 

**Item 11****. Executive Compensation**

 

**Executive Compensation**

 

The following table sets forth all compensation awarded to or earned orpaid for services rendered in all capacities to the Company during each of thetwelve months ended October 31, 2002, October 31, 2003 and October 31, 2004 byNick Ordon, the Company’s President and Chief Executive Officer, and theCompany’s four****other most highly compensatedexecutive officers during fiscal 2003 (together, the “named executive officers”). This information includes the dollar values of base salaries and bonus awards,the number of shares subject to stock options granted and certain othercompensation, whether paid or deferred.

 

5

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**SummaryCompensation Table**

 
| ** **                                  | ** ** | ** **      | ** ** | **Annual Compensation** | ** ** | **Long-Term Compensation** | ** ** | ** **          | ** ** |
|---------------------------------------------|------------|-----------------|------------|-------------------------|------------|----------------------------|------------|---------------------|------------|
| ** **                                  | ** ** | ** **      | ** ** | ** **              | ** ** | ** **                 | ** ** | ** **          | ** ** | **Securities** | ** ** | ** ** | ** ** |
| ** **                                  | ** ** | ** **      | ** ** | ** **              | ** ** | ** **                 | ** ** | **Other Annual**    | ** ** | **Underlying** | ** ** | **All Other** | ** ** |
| **Name and Principal Position**             | ** ** | **Fiscal Year** | ** ** | **Salary**              | ** ** | **Bonus (1)**              | ** ** | **Compensation(2)** | ** ** | **Options (#)** | ** ** | **Compensation(3)** | ** ** |
|                                        |       |            |       |                    |       |                       |       |                |       |   |   |   |   |
| Nick Ordon                                  |       | 2004            |       | $                       | 270,000    |                       | $          | 75,000              |       | $ | — |   | — |   | $ | 2,666 |   |
| President and                               |       | 2003            |       | $                       | 259,616    |                       | $          | 30,000              |       | $ | — |   | — |   | $ | 3,354 |   |
| Chief Executive  Officer                    |       | 2002            |       | $                       | 273,097    |                       | $          | —              |       | $ | — |   | 50,000 |   | $ | 1,814 |   |
|                                        |       |            |       |                    |       |                       |       |                |       |   |   |   |   |
| Lee McGrath                                 |       | 2004            |       | $                       | 200,000    |                       | $          | 58,679              |       | $ | — |   | 2,000 |   | $ | 460 |   |
| Vice President,  Finance and Administration |       | 2003            |       | $                       | 192,309    |                       | $          | —              |       | $ | — |   | 100,000 |   | $ | 646 |   |
| Chief Financial  Officer and Secretary      |       | 2002            |       | $                       | 179,619    |                       | $          | —              |       | $ | — |   | 45,000 |   | $ | 558 |   |
|                                        |       |            |       |                    |       |                       |       |                |       |   |   |   |   |
| Jochen Witte (4)                            |       | 2004            |       | $                       | 124,254    |                       | $          | 18,791              |       | $ | 4,699 |   | — |   | $ | — |   |
| President,                                  |       | 2003            |       | $                       | —     |                       | $          | —              |       | $ | — |   | — |   | $ | — |   |
| European  Operations                        |       | 2002            |       | $                       | —     |                       | $          | —              |       | $ | — |   | — |   | $ | — |   |
|                                        |       |            |       |                    |       |                       |       |                |       |   |   |   |   |
| Charles  Wuischpard (5)                     |       | 2004            |       | $                       | 150,000    |                       | $          | 168,270             |       | $ | — |   | 2,000 |   | $ | 330 |   |
| Vice President,                             |       | 2003            |       | $                       | 144,231    |                       | $          | 160,808             |       | $ | — |   | 10,000 |   | $ | 756 |   |
| America/APAC  Sales                         |       | 2002            |       | $                       | 143,750    |                       | $          | 104,009             |       | $ | — |   | 42,000 |   | $ | 494 |   |
|                                        |       |            |       |                    |       |                       |       |                |       |   |   |   |   |
| Ajay Jain (6)                               |       | 2004            |       | $                       | 185,006    |                       | $          | —              |       | $ | — |   | — |   | $ | 198 |   |
| President,                                  |       | 2003            |       | $                       | 173,436    |                       | $          | 18,750              |       | $ | — |   | 85,000 |   | $ | 468 |   |
| Real Time  Business Solutions               |       | 2002            |       | $                       | —     |                       | $          | —              |       | $ | — |   | — |   | $ | — |   |

 

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(1) Bonus payments were made within the year to which they pertain.

 

(2) The amount identified for Mr. Witte in this column represents autolease payments.

 

(3) The amounts identified in this column represent payment of lifeinsurance premiums.

 

(4) Does not include options to purchase 280,000 shares of Common Stockgranted by Poet to Mr. Witte that were assumed by Versant at the time of theacquisition of Poet in March 2004.

 

(5) Mr. Wuischpard resigned from Versant in December 2004.

 

(6) Mr. Jain resigned from Versant in April 2004.

 

**Option Grants in Fiscal 2004**

 

The following table presents information concerning grants of stockoptions to the executive officers listed in the Summary Compensation Tableabove during fiscal 2004.  In accordance with the rules of the Securitiesand Exchange Commission, the table presents the hypothetical gains or “optionspreads” that would exist for the options as the end of their respectiveten-year terms.  These gains are based on assumed annual rates of stockprice appreciation of 5% and 10% from the date the option was granted to theend of the option term. The 5% and 10% assumed annual rates of stock priceappreciation are required by the rules of the Securities and ExchangeCommission and do not reflect Versant’s estimate or projection of future stockprice growth.

 

All of the options presented in the table below were granted pursuantto Versant’s 1996 Equity Incentive Plan.  These options are eitherincentive stock options or nonqualified stock options and generally vest andbecome exercisable with respect to 25% of the shares subject to the option onthe nine-month anniversary of the date of grant and with respect to anadditional 2.778% of these shares each month thereafter, subject toacceleration in some instances upon achievement of certain performance goals orchanges in control of Versant.  Options expire ten years from the date ofgrant.  Options are granted at an exercise price equal to the fair marketvalue of Versant Common Stock, as determined by the Board on the date of grant. The exercise price is the historicexercise price of the Poet option as adjusted to reflect the exchange ratio atwhich Poet common stock was converted and exchanged for Versant common stock inthe Poet merger.  The percentage of totaloptions granted to employees in the last fiscal year is based on options topurchase an aggregate of 79,700 shares of Common Stock granted to employeesduring fiscal 2004, which does not include options to purchase an aggregate of1,784,780 shares of Common Stock granted to Poet employees, directors andconsultants that were assumed by Versant at the time of the acquisition of Poetin March 2004.

 

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| ** **             | ** ** | **Individual Grants**                                        | ** ** | ** **                                              | ** ** | ** **                  | ** ** |
|------------------------|------------|--------------------------------------------------------------|------------|---------------------------------------------------------|------------|-----------------------------|------------|
| ** **             | ** ** | **Number of  Shares  of Common  Stock  Underlying  Options** | ** ** | **Percent of Total  Options  Granted to  Employees in** | ** ** | **Exercise or  Base Price** | ** ** | **Expiration** | ** ** | **Potential Realizable Value  At assumed Annual Rate  of Stock Price  Appreciation for Option  Term** | ** ** |
| **Name**               |       | **Granted**                                                  |       | **Fiscal 2004**                                         |       | **Per Share**               |       | **Date** |   | **5%** |   | **10%** |   |
|                   |       |                                                         |       |                                                    |       |                        |       |   |   |   |   |   |   |
| Nick Ordon             |       | —                                                       |       | —                                                  |       | —                      |       | — |   | — |   | — |   |
| Lee McGrath (1)        |       | 2,000                                                        |       | 2.5                                                     | %          | $                           | 2.40       |   | 02/12/14 |   | $ | 3,019 |   | $ | 7,650 |   |
| Jochen Witte           |       | —                                                       | (3)        | —                                                  |       | —                      |       | — |   | — |   | — |   |
| Charles Wuischpard (2) |       | 2,000                                                        |       | 2.5                                                     | %          | $                           | 2.40       |   | 02/12/14 |   | $ | 3,019 |   | $ | 7,650 |   |
| Ajay Jain              |       | —                                                       |       | —                                                  |       | —                      |       | — |   | — |   | — |   |

 

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(1)     Options vest as to 25% at the end of the firstnine months following grant; and monthly thereafter for the remaining 27months.

(2)     Mr. Wuischpard’s employment with Versantterminated on December 3, 2004, at which time all of the 2,000 options grantedto him in fiscal 2004 were fully vested and exercisable and will remain exercisableuntil March 3, 2005, at which time his options will expire and terminate.

(3)  Doesnot include options to purchase 70,000, 140,000, 28,000, and 42,000 shares ofVersant Common Stock at per share exercise prices of $0.35, $0.44, $1.05, and$2.75, respectively, granted by Poet to Mr. Witte that were assumed by Versantat the time of the acquisition of Poet in March 2004.  These options expire on September 5, 2012,March 23, 2013, January 24, 2012, and April 20, 2011, respectively. 

 

**Aggregated Option Exercises in Fiscal 2004and Fiscal Year-End Option Values**

 

The following table reflects the number of shares of Common Stockacquired upon exercise of stock options by the named executive officers duringfiscal 2004, the value realized upon such exercise.  Also presented are the numbers of shares ofexercisable and unexercisable stock options held as of October 31, 2004 by eachof such named executive officers, and values of “in-the-money” options, whichrepresent the positive difference between the exercise price per share of eachoutstanding stock option and $0.78, the closing price per share of the Company’sCommon Stock on October 31, 2004 on the NASDAQ National Market.

 
| ** **         | ** ** | **Number of Securities  Underlying Unexercised  Options at October 31, 2004** | ** ** | **Value of Unexercised  In-the-Money Options  at October 31, 2004** | ** ** | **Shares  Acquired** | ** ** | **Value  Realized Due to** | ** ** |
|--------------------|------------|-------------------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|----------------------|------------|----------------------------|------------|
| **Name**           | ** ** | **Exercisable**                                                               | ** ** | **Unexercisable**                                                   | ** ** | **Exercisable**      | ** ** | **Unexercisable**          | ** ** | **On Exercise** | ** ** | **Exercise** | ** ** |
|               |       |                                                                          |       |                                                                |       |                 |       |                       |       |   |   |   |   |
| Nick Ordon         |       | 570,833                                                                       |       | 4,168                                                               |       | —               |       | —                     |       | — |   | — |   |
| Lee McGrath        |       | 219,583                                                                       |       | 37,084                                                              |       | —               |       | —                     |       | 5,333 |   | $ | 6,506 |   |
| Jochen Witte       |       | 146,999                                                                       |       | 133,001                                                             |       | $                    | 91,874     |                       | $          | 118,126 |   | — |   | — |   |
| Charles Wuischpard |       | 105,054                                                                       |       | 6,946                                                               |       | $                    | 12,000     |                       | —     |   | — |   | — |   |
| Ajay Jain          |       | —                                                                        |       | —                                                              |       | —               |       | —                     |       | 40,138 |   | $ | 21,273 |   |
|                    |            |                                                                               |            |                                                                     |            |                      |            |                            |            |  |  |  |  |  |  |  |

 

**Director Compensation**

 

Prior to the Poet merger, directors of Versant generally did notreceive cash compensation for their services as directors but were reimbursedfor their reasonable expenses in attending meetings of the board of directors;except that Mr. Bellary, as Chairman of the Audit Committee, is paid a feeat the rate of $7,500 per year for this service. However, effectivepursuant to agreements reached in connection with its acquisition of Poet,after consummation of the Poet merger in March 2004, Versant began paying its “OutsideDirectors” cash compensation for their services as directors at the rate of$25,000 per annum; provided that since August 17, 2004 (the date ofVersant’s 2004 annual meeting of shareholders), the amount of compensation paidby Versant to its Outside Directors is determined by Versant’s board ofdirectors or a committee of the Company’s board of directors authorized to makesuch determination. For this purpose, an “Outside Director” means an individualwho, at the time in question: (i) is not an employee of the Company or anyof its subsidiaries; (ii) is not a beneficial owner of 5% or more of theCompany’s outstanding voting shares and (iii) is not an affiliate of anybeneficial owner of 5% or more of the Company’s outstanding voting shares.

 

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The Company has entered into a consulting arrangement with BernhardWoebker, who was a member of the Company’s board of directors prior to theconsummation of the merger with Poet in March 2004. Under the arrangement theCompany compensated Mr. Woebker with a monthly fee of $5,000 plusreimbursement for all travel expenses related to the consulting activities onbehalf of the Company.

 

In February 2004, the Company paid Mr. Woebker a director’s fee of$50,000 for his services as Chairman of the Strategic Opportunities Committeeof the board of directors.

 

Directors who are not employees of Versant are entitled to participatein the 1996 Directors Stock Option Plan (the “Directors Plan”).  Thepurpose of the Directors Plan is to provide incentive for members of the Boardof Directors who are not also employees of Versant or any parent, subsidiary oraffiliate of Versant by providing such persons with an opportunity to purchaseshares of Versant Common Stock.  The Directors Plan provides for eachnon-employee director to receive an option to purchase 40,000 shares of VersantCommon Stock upon initially joining the Board of Directors and an additionaloption to purchase 20,000 shares of Versant Common Stock each year on theanniversary of the initial grant to such non-employee director, as long as thedirector continues to serve on the Board of Directors.

 

During fiscal 2004, the following option grants were made to theCompany’s directors pursuant to the Directors Plan.

 
| **Non-Employee Director** | ** ** | **Date of Grant** | ** ** | **Type of Grant** | ** ** | **Number  of Shares** | ** ** | **Exercise Price  Per Share** | ** ** |
|---------------------------|------------|-------------------|------------|-------------------|------------|-----------------------|------------|-------------------------------|------------|
| Uday Bellary              |       | 07/30/04          |       | Succeeding        |       | 20,000                |       | $                             | 1.02       |   |
| Daniel Roberts            |       |              |       |              |       | —                |       | —                        |       |
| Bernhard Woebker          |       |              |       |              |       | —                |       | —                        |       |
| Shyam Rangole             |       |              |       |              |       | —                |       | —                        |       |
| William Henry Delevati    |       | 10/21/04          |       | Succeeding        |       | 20,000                |       | $                             | 0.75       |   |
| Sateesh B. Lele           |       | 02/19/04          |       | Succeeding        |       | 20,000                |       | $                             | 2.16       |   |
| Herbert May               |       |              |       |              |       | —                |       | —                        |       |

 

Grants of options under the Directors Plan are immediately exercisableand vest as to 50% of the total underlying shares on each of the twoanniversaries following the date of grant so long as the applicable recipientsof such grants continue to serve as directors or consultants to the Company.

 

In addition, at the time of Versant’s merger with Poet, Versant assumedcertain options of Poet, including (1) options to purchase 56,000, 14,000,14,000 and 28,000 shares of Versant Common Stock at per share exercise pricesof $0.51, $0.55, $1.04 and $12.22, respectively, granted to Herbert May under aPoet option plan, and (2) options to purchase [280,000] shares of VersantCommon Stock granted to Jochen Witte under Poet’s option plans (furtherinformation regarding Mr. Witte’s assumed options is provided under “OptionGrants in Fiscal 2004” above). 

 

**Employment Contracts and Termination ofEmployment and Change-in-Control Arrangements**

 

Versant entered into an agreement on December 3, 1997 with NickOrdon, its President and Chief Executive Officer, which provides that, in theevent the Company is acquired during the term of Mr. Ordon’s employment,50% of Mr. Ordon’s unvested options outstanding on the date of acquisitionwould immediately vest.

 

Versant entered into anagreement on June 30, 2000 with Lee McGrath, its Vice President, Finance andAdministration and Chief Financial Officer. This agreement set forth certain terms of Mr. McGrath’s at-willemployment, including his initial base salary and target bonus, and does notinclude any provisions regarding severance or acceleration of unvested optionsin the event of Mr. McGrath’s termination or a change in control of Versant.

 

In connection with the consummation of the merger with Poet in March2004, a German affiliate of the Company entered into an employment agreementwith Jochen Witte, then President and Chief Executive Officer of Poet, pursuantto which the Company agreed to appoint Mr. Witte as the Company’sPresident of European Operations after consummation of the merger. The term ofhis employment agreement is a period of three years beginning on April 1,2004, and Mr. Witte receives an annual base salary of EURO 150,000 and atarget bonus of EURO 75,000 connected to the performance of Versant’s Europeanoperations, in addition to other benefits. Under the terms of this agreementwith Mr. Witte, if Versant terminates Mr. Witte’s employment withoutcause it must continue to pay him his salary for the remaining term of theagreement.

 

8

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Versant entered into an employment contract with Ajay Jain in November2002 upon consummation of Versant’s acquisition of Mokume Software, Inc., acompany of which Mr. Jain had been a founder, officer and stockholder.  Under his employment contract, Mr. Jain wasappointed a Versant’s President, Real-Time Computing Business with a baseannualized salary of $190,000 per year with an opportunity to earn a bonus ofup to $75,000 subject to the achievement of performance objectives.  Mr. Jain’s employment contract also calledfor him to be awarded an option to purchase up to 85,000 shares of Versantcommon stock subject to Versant’s standard vesting and other terms.  The employment contract provided that ifMr. Jain’s employment was terminated by Versant “without cause” prior toNovember 20, 2004, then he would be entitled to severance consisting ofcontinuation of his base salary and medical insurance coverage for a period oftwelve months (if the termination occurred on or before November 19, 2003) orsix months (if the termination occurred after November 19, 2003 and beforeNovember 20, 2004).  Mr. Jain’semployment terminated on April 21, 2004. In connection with the termination of his employment, Mr. Jain enteredinto a Termination and Release Agreement with Versant that confirmed the termsof his severance, which was paid in accordance with the terms described above,and pursuant to which Mr. Jain granted Versant a release of claims.

 

**Compensation Committee Interlocks and InsiderParticipation**

 

The members of the Compensation Committee during fiscal 2004 wereMessrs. Delevati, Roberts, and Bellary and Dr. May. Mr. Robertsresigned from the Company’s Board in connection with the merger with Poet inMarch 2004, and Mr. Bellary and Dr. May were elected to the CompensationCommittee in May 2004. Mr. Delevati served as a member of the CompensationCommittee throughout fiscal 2004. None of the members of the CompensationCommittee during fiscal 2004 had ever been an officer or employee of theCompany or any of its subsidiaries. No executive officer of the Company servesas a member of the board of directors or compensation committee of any entitythat has one or more executive officers serving on the Company’s Board orCompensation Committee.

 

Under the merger agreement withPoet, Versant agreed to appoint Herbert May, who was a director of Poet priorto the merger, to serve on the board of directors of Versant and Poet followingthe merger.  Pursuant to the mergeragreement, Versant agreed to assume and perform the obligations of Poet,subject to certain exceptions, under any indemnification agreements thatexisted as of the date of the merger agreement with any individual who was anexecutive officer or director of Poet as of that date, including anyindemnification agreement with Dr. May.

 

Upon completion of the merger,Versant assumed all outstanding Poet stock options, including options topurchase 112,000 shares of Versant common stock held by Herbert May.  

 

As described under “DirectorCompensation” above, pursuant to agreements reached in connection with itsacquisition of Poet, after consummation of the Poet merger in March 2004,Versant began paying its “Outside Directors” cash compensation for theirservices as directors at the rate of $25,000 per annum, and agreed to do sofrom the effective time of the merger in March 2004 until the date of its 2004annual meeting of shareholders, which took place on August 17, 2004.

 

**Item 12****.  Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters**

 

The information regarding the beneficial ownership of each class of ourcapital stock as of February 22, 2005 is as follows:

 

**•**                  Each shareholderknown by us to be the beneficial owner of more than 5% of our Common Stock(which includes certain securities exercisable for or convertible into CommonStock);

 

**•****                 **Each of ourdirectors;

 

**•****                 **The Company’sChief Executive Officer and other named executive officers (as defined in Item11 above); and

 

**•****                 **Alldirectors and executive officers as a group.

 

The percentage of beneficial ownership for the following table is basedon 34,823,361 shares of Common Stock outstanding as of February 22, 2005. Unless otherwise indicated below, the persons and entities named in thefollowing table have sole voting and sole investment power with respect to allshares beneficially owned, subject to community property laws whereapplicable.  Shares issuable upon the exercise of options and warrants aredeemed to be outstanding and to be beneficially owned by the person holdingsuch warrants for the purpose of computing the number and percentage ownershipof Common Stock of such person but are not deemed to be outstanding and to bebeneficially owned for the purpose of computing the percentage ownership ofCommon Stock of any other person.

 
| ** **                                                           | ** ** | **Shares of Common Stock  Beneficially Owned** | ** ** |
|----------------------------------------------------------------------|------------|------------------------------------------------|------------|
| **Name of Beneficial Owner**                                         | ** ** | **Number**                                     | ** ** | **Percentage** | ** ** |
| ** **                                                           | ** ** | ** **                                     | ** ** | ** ** | ** ** |
| **5% Shareholders:**                                                 |       |                                           |       |   |   |
| Vertex (1)                                                           |       | 5,147,115                                      |       | 14.8 | % |
|                                                                 |       |                                           |       |   |   |
| **Executive Officers and Directors:**                                |       |                                           |       |   |   |
| Nick Ordon (2)                                                       |       | 643,600                                        |       | 1.8 | % |
| Lee McGrath (3)                                                      |       | 242,205                                        |       |   | *  |
| Jochen Witte (4)                                                     |       | 750,002                                        |       | 2.2 | % |
| Charles Wuischpard (5)                                               |       | 107,166                                        |       |   | * |
| Henry Delevati (6)                                                   |       | 50,000                                         |       |   | * |
| Herbert May (7)                                                      |       | 71,555                                         |       |   | * |
| Uday Bellary (8)                                                     |       | 20,000                                         |       |   | * |
| Ajay Jain                                                            |       | 715,050                                        |       | 2.1 | % |
|                                                                 |       |                                           |       |   |   |
| **All Directors and Executive officers  As a Group (8 persons) (9)** |       | 2,599,578                                      |       | 7.2 | % |

----

* Represents less than 1%.

 

9

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(1)     Includes 100,000 shares of Common Stock owneddirectly by Vertex Investments International (I) Inc. (“VI”), 489,767 shares ofCommon Stock owned directly by Vertex Investments International (III) Inc. (“VI-3”),and 6,600 shares of Common Stock owned directly by Vertex Management Pte. Ltd.(“VM”).  Also includes2,708,838 shares of Common Stock owned directly by Vertex Technology FundLtd. (formerly Vertex Technology Fund Pte. Ltd. (“VTF”)), and704,223 shares of Common Stock owned directly by Vertex TechnologyFund (II), Ltd.” (“VTF II”). . This amount also includes 902,946shares of Common Stock issuable upon exercise of Common Stock warrants issuedto VTF in connection with the Company’s July 1999 Preferred Stock financing(the “Financing”), and 234,741 shares of Common Stock issuable upon exercise ofCommon Stock warrants issued in the Financing to VTF II.  VM, VI,VI-3, VTF and VTF II are indirectly controlled by Singapore Technologies Pte. Ltd. (“ST”) The address of VM, VI and VI-3 is 83 Science Park Drive, #01-01/02 TheCurie, Singapore 118256.  The address of VTF and VTF II is 89 Science ParkDrive, #02-09/12 The Rutherford, Singapore 118261.  The foregoinginformation is based in part on the Schedule 13D dated July 23, 1999 filed byVTF, VTF II, VI, VI-3 and ST with the Securities and Exchange Commission.

 

(2)     Includes 575,000 shares of Common Stock subject tooptions exercisable within 60 days of February 22, 2005.

 

(3)     Includes234,444 shares of Common Stock subject to options exercisable within 60 days ofFebruary 22, 2005.

 

(4)     Includes181,999 shares of Common Stock subject to options exercisable within 60 days ofFebruary 22, 2005.

 

(5)     Includes106,166 shares of Common Stock subject to options exercisable within 60 days ofFebruary 22, 2005.

 

(6)     Includes45,000 shares of Common Stock subject to options exercisable within 60 days ofFebruary 22, 2005.

 

(7)     Includes71,555 shares of Common Stock subject to options exercisable within 60 days ofFebruary 22, 2005.

 

(8)     Includes20,000 shares of Common Stock subject to options exercisable within 60 days ofFebruary 22, 2005.

 

(9)  Includes 1,234,164 shares ofCommon Stock subject to options exercisable within 60 days of February 22,2005.

 

**SecuritiesAuthorized for Issuance Under Equity Compensation Plans**

 

The following information isprovided with respect to our equity compensation plans (including individualcompensation arrangements) as of October 31, 2004:

 
| **Plan Category**                                               | ** ** | **Number of Securities  to be issued upon  exercise of  outstanding options,  warrants and rights(1)** | ** ** | **Weighted-Average  exercise price of  outstanding  options, warrants  and rights** | ** ** | **Number of Securities  remaining available  for  future issuance under  equity compensation  plans (excluding  securities reflected in  column (a))** | ** ** |
|-----------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                      | ** ** | **(a)**                                                                                                | ** ** | ** **                                                                          | ** ** | ** **                                                                                                                                             | ** ** |
| **Equity Compensation Plans approved by  security holders**     |       | 2,812,745                                                                                              |       | $                                                                                   | 2.87       |                                                                                                                                                   | 2,197,957  | (2) |
|                                                            |       |                                                                                                   |       |                                                                                |       |                                                                                                                                                   |       |
| **Equity Compensation Plans not approved by  security holders** |       | —                                                                                                 |  (3)  | $                                                                                   | —     |                                                                                                                                                   | —     |   |
| **Total**                                                       |       | 2,812,745                                                                                              |  (3)  | $                                                                                   | 2.87       |                                                                                                                                                   | 2,197,957  | (2) |

 

----

(1)  Excludes purchase rights currently accruingunder the 1996 Employee Stock Purchase Plan.

(2)  Includes shares available for future issuanceunder the 1996 Employee Stock Purchase Plan. As of October 31, 2004, an aggregate of 57,280 shares of Versantcommon stock were available for future issuance under this purchase plan.

(3) Excludes options to purchase 1,826,780 shares of Versant common stockassumed by Versant in connection with its merger with Poet Holdings, Inc.  The weighted-average exercise price of thoseoutstanding options is $3.44 per share. No additional options may be granted under the Poet option plans underwhich those assumed options were originally granted.  

 

10

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**Item 13****.  Certain Relationships and Related Transactions**

 

In connection with the execution of the merger agreement with Poet, onSeptember 26, 2003, Versant entered into a Preferred Stock Conversion Agreementwith Vertex Technology Fund, Ltd., Vertex Technology Fund (II), Ltd.and the Joseph M. Cohen Family Limited Partnership (collectively, the “PreferredShareholders”).  Pursuant to this agreement, the Preferred Shareholdersagreed to vote for certain actions that would cause their 1,313,743 then outstandingshares of Versant Series A Preferred Stock to be converted into shares ofVersant Common Stock immediately after consummation of the merger with Poet.The conversion of the Preferred Shareholders’ shares of Series A PreferredStock into Common Stock occurred at an increased conversion rate that resultedin each such share of Series A Preferred Stock being converted into threeshares of Versant Common Stock (whereas previously, each outstanding share ofVersant’s Series A Preferred Stock was convertible into two shares of ourCommon Stock).  In addition, in exchange for the Preferred Shareholders’agreement to convert, effective upon such conversion, outstanding warrants topurchase a total of 1,313,743 shares of Versant Common Stock held by thePreferred Shareholders were amended to reduce the exercise price of suchwarrants from $2.13 to $1.66 per share of common stock and to extend the termof such warrants by one year.

 

In connection with Versant’smerger with Poet that was completed in March 2004, certain of Poet’s directorsand officers, including Jochen Witte and his spouse, entered into votingagreements with Versant and Poet. Pursuant to these voting agreements, they agreed to vote all of their sharesof Poet common stock in favor of the merger agreement and related matters andagainst certain inconsistent proposals, and granted irrevocable proxies toVersant to vote their shares of Poet common stock subject to such votingagreements in accordance therewith.  

 

In connection with the completionof the merger with Poet, a German affiliate of Versant entered into anemployment agreement with Jochen Witte, which is described above, under“Employment Contracts and Termination of Employment and Change-in-ControlArrangements.”  In addition, under themerger agreement with Poet, Versant agreed to appoint Jochen Witte, who was adirector of Poet prior to the merger, to serve on the board of directors ofVersant and Poet following the merger. Pursuant to the merger agreement, Versant agreed to assume and performthe obligations of Poet, subject to certain exceptions, under anyindemnification agreements that existed as of the date of the merger agreementwith any individual who was an executive officer or director of Poet as of thatdate, including any indemnification agreement with Mr. Witte.

 

Upon completion of the merger,Versant assumed all outstanding Poet stock options, including options topurchase 280,000 shares and 4,900 shares of Versant Common Stock, held byJochen Witte and his spouse, respectively.

 

In connection with Versant’sacquisition of Mokume, up to 632,400 shares of Versant common stock issued toMr. Jain in that transaction were subject to potential repurchase by Versant ata nominal price if Mr. Jain’s employment with Versant terminated during the twoyear period immediately following the closing of the acquisition, with thenumber of shares subject to such repurchase right being reduced by 26,350shares per month of continuous employment. If Mr. Jain’s employment with Versant was terminated “without cause”during such two-year period, then, at its option, Versant could either releaseall of such shares from such repurchase option or repurchase any unvestedshares, in which case Versant would be obligated to transfer to Mr. Jain Mokumetechnology, subject to Versant’s retention of a non-exclusive license to thattechnology.  All of these 632,400 shareswere released from Versant’s repurchase option pursuant to an AmendmentAgreement dated as of September 26, 2003 among Versant, Mr. Jain and otherformer Mokume stockholders, as described below. 

 

In connection with the Mokumeacquisition, Mr. Jain also entered into a Non-Competition Agreement withVersant in which he agreed not to compete with Versant’s real-time computingbusiness for up to two years following the closing of Versant’s acquisition ofMokume.  However, if Mr. Jain’semployment with Versant were terminated “without cause” then thenon-competition covenant would terminate unless Versant continued to pay Mr.Jain severance at the rate provided in his employment agreement.

 

Ajay Jain is oneof several parties to a certain Amendment Agreement dated September 26, 2003entered into among Versant and certain of the former stockholders of MokumeSoftware, Inc., or Mokume, that amended the Agreement and Plan ofReorganization dated as of November 19, 2002 pursuant to which Versant acquiredMokume (the “Mokume Merger Agreement”). 

 

Under the terms of the Mokume MergerAgreement, Versant was entitled to repurchase from the former Mokumestockholders a total of 1,212,000 of the shares of Versant common stock issuedto the Mokume stockholders under the Mokume Merger Agreement (the “ContingentShares”) at the price of $0.01 per share if certain contingencies related tothe Mokume acquisition did not occur within a defined time period (the“Contingency”).  The Contingent Shares held by certain of the formerMokume stockholders were also subject to monthly vesting conditions based ontheir continued employment with Versant over a two-year period beginning onNovember 19, 2002.  In addition, the Contingent Shares and all othershares issued to the former Mokume stockholders under the Mokume MergerAgreement were subject to potential forfeiture to Versant to satisfy claims forindemnification that might be asserted by Versant for breaches of Mokume’srepresentations and warranties under the Merger Agreement, subject to certainrelease conditions. 

 

The principal changes to theMokume Merger Agreement effected by the Amendment Agreement are summarizedbelow.

 
| • |   | A total of 363,600 of the Contingent Shares (including **189,720** shares then owned by Mr. Jain)  were forfeited by the former Mokume stockholders and cancelled without  consideration. The remaining 848,400 Contingent Shares (which include **442,680** shares then owned by Mr. Jain)  were released from the Contingency and from any vesting restrictions now  applicable to them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| • |   | Subject to certain conditions, the 2,060,400 remaining Mokume Shares  were to be released from the risk of forfeiture to satisfy claims for  indemnification made by Versant under the Merger Agreement in installments  over time as follows: (a) 606,400 shares were released from potential  forfeiture under indemnification claims on September 26, 2003.and  (b)  the balance of 1,454,000 shares were to be released in various  increments at various times during the one-year period beginning on November  19, 2003 and ending November 19, 2004, when all shares not previously  forfeited would be released from indemnification claims. Under this formula,  1,370,400 shares have been released from potential forfeiture under  indemnification claims in various increments at various times through the  period ending May 19, 2004; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| • |   | The Amendment  Agreement also provides former Mokume stockholders certain rights to satisfy  Versant indemnification claims in cash in lieu of forfeiting Mokume Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| • |   | All of the remaining 690,000 Mokume Shares are  currently being held by Versant to potentially satisfy indemnity claims by  Versant,.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

 

                Except for compensation arrangements describedwhere required above in this report and the arrangements described above inthis Item 13, since November 1, 200, there has not been, nor is there currentlyproposed, any transaction or series of similar transactions to which theCompany was or is to be a party in which the

 

11

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amount involved exceeded or will exceed $60,000 and in which anydirector, executive officer or holder of more than 5% of the Common Stock ofthe Company had or will have a direct or indirect material interest.

 

**Item 14****. Principal Accountant Fees and Services**

 

The registered public accounting firm of Grant Thornton LLP wasselected to serve as our independent accountant to perform the audit of ourfinancial statements for the fiscal years ended October 31, 2004 and2003.  The table below sets forth the aggregate audit fees, audit-relatedfees, tax fees and all other fees billed for services rendered by our principalaccountant in our fiscal years ended October 31, 2004 and 2003.

 
| **Fee Category**   | ** ** | **Fiscal  2004** | ** ** | **Fiscal  2003** | ** ** |
|--------------------|------------|------------------|------------|------------------|------------|
| Audit Fees         |       | $                | 595,036    |             | $          | 222,630 |   |
| Audit-Related Fees |       | 78,449           |       | 30,310           |       |
| Tax Fees           |       | —           |       | —           |       |
| All Other Fees     |       | —           |       | —           |       |
| Total All Fees     |       | $                | 673,485    |             | $          | 252,940 |   |

 

*Audit Fees* includeaggregate fees billed for professional services rendered in connection withGrant Thornton LLP’s audit of Versant’s annual consolidated financialstatements for the fiscal years 2003 and 2004, the reviews of Versant’sconsolidated financial statements included in the Quarterly Reports on Forms10-Q for each of those fiscal years, and the attestation services for thestatutory audits of international subsidiaries.

 

*Audit-Related Fees*include professional services rendered in connection with the various acquisitionscompleted by the Company and related regulatory fillings.

 

**Policy on Audit Committee Pre-Approval ofServices Performed by the Independent Auditors**

 

The Audit Committee’s policy is to pre-approve at the beginning of eachfiscal year all audit and permissible non-audit services to be provided by theindependent auditors during that fiscal year. The Audit Committee pre-approvesthese services by authorizing specific projects within the categories ofservice outlined above. In addition, the Audit Committee may also pre-approveparticular services on a case-by-case basis.

 

The Audit Committee of the Board of Directors considered the serviceslisted above to be compatible with maintaining Grant Thornton LLP’sindependence.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

 
|   | VERSANT CORPORATION                        |
|--------|--------------------------------------------|
|   |                                       |
|   |                                       |
|   | By:                                        | /s/ Lee McGrath |   |
|   | Lee McGrath                                |
|   | Vice President, Finance and Administration |
|   | and Chief Financial Officer                |
|   |                                       |
|   | Date:  February 28, 2005              |

 

13

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Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below by the followingpersons on behalf of the Registrant and in the capacities and on the datesindicated.

 
| **Name**                                                       | ** ** | **Title**                      | ** **                                  | **Date**          |
|----------------------------------------------------------------|------------|--------------------------------|---------------------------------------------|-------------------|
| ** **                                                     | ** ** | ** **                     | ** **                                  | ** **        |
| PRINCIPAL  EXECUTIVE OFFICER:                                  |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |
| /s/ Nick  Ordon                                                |       |                           |                                        | President,  Chief |   | February 28,  2005 |
| Nick Ordon                                                     |       | Executive  Officer and         |                                        |              |
|                                                           |       | Director                       |                                        |              |
|                                                           |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |   |   |
|                                                           |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |
| PRINCIPAL  FINANCIAL OFFICER AND  PRINCIPAL ACCOUNTING OFFICER |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |
| /s/ Lee  McGrath                                               |       |                           | Vice  President-Finance                     |              | February 28,  2005 |
| Lee McGrath                                                    |       | and Administration,  and Chief |                                        |              |
|                                                           |       | Financial  Officer             |                                        |              |
|                                                           |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |
| ADDITIONAL  DIRECTORS:                                         |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |
| /s/ Jochen  Witte                                              |       |                           | ****President,  European Operations**** and |              | February 28,  2005 |
| Jochen Witte                                                   |       | Director                       |                                        |              |
|                                                           |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |
| /s/ Uday  Bellary                                              |       |                           | Director                                    |              | February 28,  2005 |
| Uday Bellary                                                   |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |
| /s/ William  Henry Delevati                                    |       |                           | Director                                    |              | February 28,  2005 |
| William  Henry Delevati                                        |       |                           |                                        |              |
|                                                           |       |                           |                                        |              |
| /s/ Herbert  May                                               |       |                           | Director                                    |              | February 28,  2005 |
| Herbert May                                                    |       |                           |                                        |              |

 

14

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**EXHIBIT INDEX**

 
| ** **          | ** ** | ** **                                                   | ** ** | **Incorporated  by  Reference** | ** ** |
|---------------------|------------|--------------------------------------------------------------|------------|---------------------------------|------------|
| **Exhibit  Number** | ** ** | **Exhibit  Description**                                     | ** ** | **Form**                        | ** ** | **Date** | ** ** | **Number** | ** ** | **Filed  Herewith** |
|                |       |                                                         |       |                            |       |   |   |   |   |   |
| 31.01               |       | Rule  13a-14(a) Certification of Principal Executive Officer |       |                            |       |   |   |   |   | ý |
|                |       |                                                         |       |                            |       |   |   |   |   |   |
| 31.02               |       | Rule  13a-14(a) Certification of Principal Financial Officer |       |                            |       |   |   |   |   | ý |
|                |       |                                                         |       |                            |       |   |   |   |   |   |
| 32.01               |       | Section 1350  Certification of Principal Executive Officer   |       |                            |       |   |   |   |   | ý |
|                |       |                                                         |       |                            |       |   |   |   |   |   |
| 32.02               |       | Section 1350  Certification of Principal Financial Officer   |       |                            |       |   |   |   |   | ý |

 

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