** **

**UNITED STATES**SECURITIES AND EXCHANGE COMMISSION

**Washington,D.C. 20549**

 

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**FORM 10-K/A**

**AMENDMENT NO. 1**

 

**ý****                                ****Annual report pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934**

** **

**            forthe fiscal year ended October 31, 2003.**

 

**OR**

 

**o****                                 Transitionreport pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

**for thetransition 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 markwhether the Registrant: (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes ý    No o

 

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

 

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 or anamendment to Form 10-K. o

 

The aggregate marketvalue of the outstanding common stock held by non-affiliates of the Registrantas of April 30, 2003 (the last business day of the registrant’s most recentlycompleted second fiscal quarter), (based on the closing price of $0.76 pershare on the Nasdaq SmallCap Market on April 30, 2000) was approximately$8,556,514.  This amount excludes2,383,755 shares of common stock held by directors, officers and certainshareholders of the Registrant as of April 30, 2003.  Exclusion of shares held by any person should not be construed toindicate that that person possesses power, direct or indirect, to direct orcause the direction of the management or policies of the Registrant, or thatsuch person is controlled by or is under common control with the Registrant.

 

As of January 1, 2004, there were outstanding 14,790,325 shares of theRegistrant’s common stock, no par value.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

None.

 

 

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**VERSANTCORPORATION**

**ANNUALREPORT ON FORM 10-K**

**Forthe Fiscal Year Ended October 31, 2003**

 

**TABLEOF CONTENTS**

 
| **Item No.**   |   | **Name of  Item**                                                                                 |   |
|----------------|--------|---------------------------------------------------------------------------------------------------|--------|
|           |   |                                                                                              |   |
|           |   | **PART III**                                                                                      |   |
|           |   |                                                                                              |   |
| Item  10.      |   | Directors  and Executive Officers of the Registrant.                                              |   |
|           |   |                                                                                              |   |
| Item  11.      |   | 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.                                                    |   |
|           |   |                                                                                              |   |
| Item  15.      |   | Exhibits,  Financial Statement Schedules and Reports on Form 8-K.                                 |   |
|           |   |                                                                                              |   |
| Signatures     |   |
|           |   |
| Certifications |   |

 

**EXPLANATORYNOTE**

 

ThisForm 10-K/A Amendment No. 1 is being filed in order to include informationrequired by Items 10 through 14 that was originally intended to be incorporatedby reference to the information to be included in the Registrant’s definitiveProxy Statement for the Registrant’s 2004 annual meeting of shareholders.

 

Referencesherein to “Versant” or the “Company” refer to Versant Corporation.

 

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**PARTIII**

 

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

 

Information regarding our executive officers appearsin Item 4A of Part I of this Annual Report on Form 10-K, under the heading“Executive Officers of the Registrant.”

 

**Boardof Directors**

 

Set forth below is information regarding the membersof our Board of Directors.

 
| **Name of Director**             |   | **Age** |   | **Principal  Occupation**                                                                                 |   | **Director  Since** |
|----------------------------------|--------|---------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------------------|
| Uday Bellary (1)                 |   | 49      |   | Executive Vice President, Finance,  Administration and Operations and Chief Financial Officer of VL, Inc. |   | 2003                |
|                             |   |    |   |                                                                                                      |   |                |
| William Henry Delevati (1)(2)(4) |   | 55      |   | Consultant                                                                                                |   | 1999                |
|                             |   |    |   |                                                                                                      |   |                |
| Ajay Jain                        |   | 36      |   | President, Real-Time Solutions of the  Company                                                            |   | 2003                |
|                             |   |    |   |                                                                                                      |   |                |
| Sateesh Lele                     |   | 61      |   | Vice President Information Technology and  Chief Information Officer of Built-To-Order, Inc.              |   | 2003                |
|                             |   |    |   |                                                                                                      |   |                |
| Nick Ordon  (4)             |   | 56      |   | President and Chief Executive Officer of  the Company                                                     |   | 1998                |
|                             |   |    |   |                                                                                                      |   |                |
| Shyam Rangole (1)(3)             |   | 64      |   | Consultant                                                                                                |   | 2000                |
|                             |   |    |   |                                                                                                      |   |                |
| Daniel Roberts (1)(2)(3)         |   | 53      |   | Executive Vice President of Business  Operations and Chief Information Officer, the PMI Group Inc.        |   | 2001                |
|                             |   |    |   |                                                                                                      |   |                |
| Bernhard Woebker (4)             |   | 54      |   | Consultant                                                                                                |   | 1999                |

 

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(1)               Member of the Audit Committee.

(2)               Member of the Compensation Committee.

(3)               Member of the Nominating Committee.

(4)               Member of the Strategic OperationsCommittee

 

**UdayBellary** has served as a director and Chairman of theAudit Committee of Versant since July 2003. Since September 2003, Mr. Bellary has served (part-time) as ExecutiveVice President, Finance, Administration and Operations and Chief FinancialOfficer of VL, Inc., a VoIP services company. From February 2000 to August 2003, he served as the Senior VicePresident, Finance & Administration and Chief Financial Officer of MetroOptix, Inc., a provider of optical networking equipment, which disposed of itsIP and assets to Xtera Communications and recently ceased operations. FromSeptember 1997 to October 1999 Mr. Bellary served as Vice President of Financeand Chief Financial Officer of MMC Networks, Inc., a publicly tradedmanufacturer of data networking processors that was acquired in October 2000 byApplied Micro Circuits Corporation. Between February 1997 and September 1997, Mr. Bellary was VicePresident, Finance & Administration and Chief Financial Officer of DTMCorporation, a manufacturer of computer-driven laser systems for industrialprototyping.  Previous to that he heldvarious positions at Cirrus Logic, Inc., a semiconductor company, most recentlyas Director of Finance, and prior to that he served in various roles in theinternational finance, accounting and audit departments of Intel Corporation, asemiconductor company.  Mr. Bellaryholds a B.S. degree in Finance, Accounting and Economics from KarnatakUniversity, India and a DMA degree in Finance. Mr. Bellary is also a CPA and Chartered Accountant.

 

**WilliamHenry Delevati**has served as a director of the Company since October 1999 and is currently amember of the Audit, Compensation and Strategic Operations Committees of theBoard of Directors. Since April 2000, Mr. Delevati has served as a consultantto various companies located in the Silicon Valley area.  From October 1999 to April 2000,Mr. Delevati served as the Senior Vice President, Information Technologyand Chief Information Officer of Aspect Technology, an automated call device company.  From November 1995 to April 1999, he servedas Vice President of Worldwide Information Services for Quantum Corporation, astorage device company.  From April 1995to November 1995, he was Chief Information Officer, Senior Vice President ofMIS for Conner Peripherals, a storage device company.  From September 1994 to April 1995, Mr. Delevati was ChiefInformation Officer, Vice President of Worldwide MIS for Borland

 

2

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Corporation, a software tools company.  From September 1993 to September 1994, hewas Chief Information Officer, Vice President of Worldwide MIS for Logitech, acomputer peripheral device company. From December 1987 to September 1993, he was Director of ApplicationDevelopment and Global Information Resources for Sun Microsystems, Inc.  Mr. Delevati received a Bachelor of Sciencedegree in Operations Research in 1974 from Arizona State University.

 

**AjayJain** has servedas Versant’s President, Real-Time Solutions business unit sinceNovember 2002.  BetweenDecember 2000 and November 2002, Mr. Jain was President andChief Executive Officer of Mokume Software, a developer of planning and processmanagement software for the manufacturing industry he co-founded and which theCompany acquired in November 2002. Between August 1999 and November 2000, Mr. Jain wasPresident and Chief Executive Officer of Qdecor.com, a 3D software company forhome décor products, which was acquired by Design Labs in 2000.  Between August 1997 and August 1999 he wasDirector, Worldwide Information Technology & Applications at ClarifyCorporation, a customer relationship management software company, which wasacquired by Nortel Networks in 1999. From 1995 to 1997, Mr. Jain served as Senior Manager of Database ArchitectureGroup at Netscape Communications.  Priorto 1995, Mr. Jain worked in several engineering roles at QuantumCorporation and Cadence Design Systems. Mr. Jain holds a Masters degree in Business Administration fromSanta Clara University, a Masters of Science degree in Computer and InformationScience from Clarkson University and a Bachelors of Science degree inMathematics and Economics from Delhi University, India.

 

**Sateesh Lele** has served as a director of Versant since February 2003.  Mr. Lele is currently Vice PresidentInformation Technology and Chief Information Officer of Built-To-Order, Inc., aprivately-held company engaged in developing and marketing customizedautomobiles, and he has served in that capacity since October 2002.  Between June 2001 and February 2002, Mr.Lele was the Chief Executive Officer of Systems America India Ltd., a privatelyheld company providing products and services in the enterprise applicationintegration and e-business consulting sectors. Between August 2000 and March2001, Mr. Lele served as Vice President and Chief Information Officer ofFrito-Lay, Inc., a PepsiCo company. Between March 1999 and August 2000, Mr. Lele served asSenior Vice President, Global CIO and Member of the Executive Committee of AvonProducts, a publicly-held cosmetics company. Between November 1997 and March 1999, Mr. Lele served as the CIO andmember of the board of directors of General Motors, Europe. Mr. Leleearned a Bachelor of Arts degree in Mechanical Engineering from DurhamUniversity, UK and a Masters of Science in Manufacturing and InformationSystems from London University.  Heearned his Masters Degree in Business Administration from DaytonUniversity.  Mr. Lele has also completedan Executive Program in Managing Hi Tech Growth at Stanford University.

 

**Nick Ordon** hasserved as President, Chief Executive Officer and a director of Versant since hejoined the company in January 1998.  Heis currently a member of the Strategic Operations Committee of the Board ofDirectors.  From July 1996 to December1997, Mr. Ordon was Vice President and General Manager of Messaging at LotusDevelopment Corporation, a software development company and wholly-ownedsubsidiary of International Business Machines Corporation.  From August 1994 to July 1996, he was VicePresident and General Manager of the Commercial Business Unit of LockheedMartin Corporation, an aerospace products company.  From January 1993 to August 1994, Mr. Ordon served as GeneralManager, NetWare Operations with Hewlett-Packard Company.  Prior to entering industry, Mr. Ordon was apilot in the United States Air Force.** **Mr.Ordon received both a Bachelor and Masters of Science degree in AerospaceEngineering from the University of Colorado in 1970 and 1971, respectively, and a Masters of Business Administrationdegree in Finance and Operations from Syracuse University in 1980.

 

**ShyamRangole** hasserved as a director of the Company since October 2000 and is currently amember of the Audit Committee and the Nominating Committee of the Board ofDirectors. Since July 2001, Mr. Rangole has been a consultant to variousinformation technology companies. From 1996 until June 2001, he was VicePresident of Information Technology of Sun Microsystems, Inc. From 1987 to1996, he held various management positions with Sun, including Director of ITOperations and Vice President of Information Technology for the SunSoft,Corporate Resources, Network Storage and Vendor Relations and Sourcinggroups.  Mr. Rangole received a Bachelorof Science degree in Mechanical Engineering in 1961 from Nagpur University,India and a Masters of Science degree in Industrial Engineering and OperationsResearch in 1970 from the University of Oklahoma.

 

**DanielRoberts** has served as a director of the Company sinceJuly 2001 and is currently a member of the Audit, Compensation and NominatingCommittees of the Board of Directors. Since March 2000, he has been Executive Vice President of BusinessOperations and Chief Information Officer of the PMI Group Inc., a privatemortgage guaranty insurance company, and between December 1997 and March 2000he was its Senior Vice President and Chief Information Officer.  From 1994 to 1997, Mr. Roberts servedas Vice President and Chief Information Officer for St. Joseph Health System, aCalifornia not-for-profit health care system. From 1990 through 1994, Mr. Roberts served as Vice President and ChiefInformation Officer for Catholic Healthcare West, a health care systemcomprised of hospitals and medical practice groups.  From 1984 until 1990, Mr. Roberts held the position of RegionalManaging Partner in the Information Technology

 

3

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Group of Deloitte & Touche, an accounting and consulting firm.  Mr. Roberts received a Bachelor of Artsdegree in Mathematics and a Master of Arts in Quantitative Methods from theUniversity of California, Los Angeles in 1971 and 1973, respectively.

 

**BernhardWoebker** has served as a director of the Company since June 1999.Since late 1999, Mr. Woebker has been a consultant to various investmentbanking and venture capital firms in Europe and the United States.  From January 1999 until July 2001, he servedas Executive Vice President of the Company and from March 1997 until January1999 he served as the Company’s Vice President and General Manager Europe.  From 1994 to March 1997, he wasPresident of Versant Object Technology GmbH, an independently-owneddistributorship for Versant products in Europe that was acquired by the Companyin March 1997.  From 1976 until 1994,Mr. Woebker held a variety of positions in Germany and the United States withNixdorf Computer AG, Nixdorf Computer Engineering Corp. and Siemens NixdorfInformationssysteme AG, all information technology companies, includingPresident and CEO of Nixdorf Computer Engineering Corp. in Boston, Massachusettsfrom 1986 to 1989.  Mr. Woebker has alsoserved as Senior Vice President, Pyramid Technology Corp./Europe and as VicePresident, NeXT Computer, Inc./Europe. Mr. Woebker received a Masters of Science degree in Mathematics andComputer Science from the University of Hannover in 1973.

 

Thereis no family relationship between any of the foregoing directors or between anyof such directors and any of Versant’s executive officers.

 

*AuditCommittee*

 

Wehave a separately-designated standing Audit Committee of our Board ofDirectors.** **The current members of the AuditCommittee are Mr. Bellary, Mr. Delevati, Mr. Rangole and Mr.Roberts, each of whom is independent under current listing standards ofThe Nasdaq Stock Market. In addition, the Board of Directors has reviewed thequalifications and experience of each of the Audit Committee members, includingtheir experience in supervising the preparation of, and/or their experience inevaluating, audited financial statements, and has determined that Uday Bellaryqualifies as an “audit committee financial expert” within the meaning of thecurrent rules of the Securities and Exchange Commission.

 

*PendingMerger with Poet Holdings, Inc.*

 

Wehave entered into an Agreement and Plan of Merger providing for the contemplatedmerger of Poet Holdings, Inc., a Delaware corporation, or Poet, with and into awholly owned subsidiary of Versant, which would result in Poet becoming ourwholly owned subsidiary.  Completion ofthe proposed merger with Poet is subject to numerous conditions, includingapproval of the merger and certain related matters by the stockholders ofVersant and of Poet.  The mergeragreement with Poet provides that, if the merger is approved and consummated,then in connection with the consummation of the merger, the authorized numberof our directors will be reduced from eight to five directors, Versantdirectors Messrs. Jain, Lele, Rangole, Roberts and Woebker will resign from theBoard of Directors and current Poet directors Jochen Witte and Herbert May willbecome members of our Board of Directors.

 

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

 

Section 16 of the Exchange Act requires Versant’sdirectors and officers, and persons who own more than 10% of a registered classof Versant’s equity securities, to file initial reports of ownership andreports of changes in ownership with the Securities and ExchangeCommission.  Such persons are requiredby SEC regulation to furnish Versant with copies of all Section 16(a) formsthey file.

 

Basedsolely on its review of the copies of such forms furnished to Versant andwritten representations from the executive officers and directors of Versant,Versant believes that all Section 16(a) filing requirements were met duringfiscal 2003, except that two reports on Form 4, reporting the disposition ofshares pursuant to an Amendment Agreement dated as of September 26, 2003 amongVersant and certain stockholders who formerly were stockholders of MokumeSoftware, were filed late by Sateesh Lele, a director of the Company, and AjayJain, President of Real Time Business Solutions of the Company and a directorof the Company, on October 8, 2003.

 

We have not yetadopted a code of ethics that applies to our principal executive officer,principal financial officer, principal accounting officer or controller orpersons performing similar functions. However we are currently in the process of evaluating and preparing aproposed Code of Ethics which is expected to be presented to the Board ofDirectors for consideration and approval during the fiscal quarter ended April30, 2004.

 

4

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**Item 11****: Executive Compensation**

 

**ExecutiveCompensation**

 

The following table sets forth all compensationawarded to or earned or paid for services rendered in all capacities to theCompany during each of the twelve months ended December 31, 2000, the tenmonths ended October 31, 2001, and the twelve months ended October 31, 2002 andOctober 31, 2003 by Nick Ordon, the Company’s President and Chief ExecutiveOfficer, and the Company’s three****other most highly compensated executiveofficers during fiscal 2003 (together, the “named executive officers”).  This information includes the dollar valuesof base salaries and bonus awards, the number of shares subject to stockoptions granted and certain other compensation, whether paid or deferred.

 

**SummaryCompensation Table**

 
|                                                                |   |                |   |                    |   |             |   |                                 |   | **Long-Term Compensation**             |   |
|---------------------------------------------------------------------|--------|---------------------|--------|-------------------------|--------|------------------|--------|--------------------------------------|--------|----------------------------------------|--------|
|                                                                |   |                |   | **Annual Compensation** |   | **Awards**       |   |
| **Name and Principal Position**                                     |   | **Fiscal Year (1)** |   | **Salary ($)**          |   | **Bonus ($)(2)** |   | **Other Annual Compensation ($)(3)** |   | **Securities Underlying  Options (#)** |   |
|                                                                |   |                |   |                    |   |             |   |                                 |   |                                   |   |
| Nick Ordon*President  and Chief Executive Officer*                  |   | 2003                |   | 259,616                 |   | 30,000           |   | 3,354                                |   | —                                 |   |
|                                                                |   | 2002                |   | 273,097                 |   | —           |   | 1,814                                |   | 50,000                                 |   |
|                                                                |   | 2001                |   | 223,335                 |   | —           |   | 1,512                                |   | 15,000                                 |   |
|                                                                |   | 2000                |   | 245,839                 |   | 50,000           |   | 1,814                                |   | 75,000                                 |   |
|                                                                |   |                |   |                    |   |             |   |                                 |   |                                   |   |
| Lee McGrath*Vice  President, Chief Financial Officer and Secretary* |   | 2003                |   | 192,309                 |   | —           |   | 646                                  |   | 100,000                                |   |
|                                                                |   | 2002                |   | 179,619                 |   | —           |   | 558                                  |   | 45,000                                 |   |
|                                                                |   | 2001                |   | 145,333                 |   | —           |   | 300                                  |   | 45,000                                 |   |
|                                                                |   | 2000                |   | 66,667                  |   | —           |   | 213                                  |   | 70,000                                 |   |
|                                                                |   |                |   |                    |   |             |   |                                 |   |                                   |   |
| Ajay Jain*President,  Real Time Business Solutions* (4)             |   | 2003                |   | 173,435                 |   | 18,750           |   | 468                                  |   | 85,000                                 |   |
|                                                                |   | 2002                |   | —                  |   | —           |   | —                               |   | —                                 |   |
|                                                                |   | 2001                |   | —                  |   | —           |   | —                               |   | —                                 |   |
|                                                                |   | 2000                |   | —                  |   | —           |   | —                               |   | —                                 |   |
|                                                                |   |                |   |                    |   |             |   |                                 |   |                                   |   |
| Tom Miura*Senior  Vice President, Chief Operating Officer* (5)      |   | 2003                |   | 57,500                  |   | 86,808           |   | 206                                  |   | 300,000                                |   |
|                                                                |   | 2002                |   | 200,272                 |   | 44,565           |   | 642                                  |   | 45,000                                 |   |
|                                                                |   | 2001                |   | 166,667                 |   | 86,999           |   | 550                                  |   | 12,500                                 |   |
|                                                                |   | 2000                |   | 135,929                 |   | 53,016           |   | 501                                  |   | 102,500                                |   |

 

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(1)                InAugust 2001, the Company changed its fiscal year end from December 31 toOctober 31. Amounts reported in the table for fiscal 2002 and 2003 representcompensation for the twelve months ended October 31, 2002 and 2003,respectively.  Amounts reported for 2001represent compensation for the ten months ended October 31, 2001.  Amounts reported for 2000 representcompensation for the twelve-month calendar year ended December 31, 2000.

 

(2)                Bonusamounts for 2000 were generally paid at the beginning of the followingyear.  Bonuses in 2000 were paidpursuant to a plan approved by the Compensation Committee.  Amounts reported for Mr. Miura for fiscal2001 and 2003 represent commissions only; no bonuses were paid in fiscal 2001or 2002.

 

(3)                Allof the amounts identified in the column represent payment of life insurancepremiums.

 

(4)                Mr.Jain joined Versant in November 2002.

 

(5)                Mr.Miura was Versant’s Chief Operating Officer until January 31, 2003, whenhis employment with the Company terminated.

 

5

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**OptionGrants in Fiscal 2003**

 

The following table presents informationconcerning grants of stock options to the named executive officers listed inthe Summary Compensation Table above during fiscal 2003.  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 basedon assumed annual rates of stock price appreciation of 5% and 10% from the datethe option was granted to the end of the option term. The 5% and 10% assumedannual rates of stock price appreciation are required by the rules of theSecurities and Exchange Commission and do not reflect Versant’s  estimate or projection of future stock pricegrowth.

 

All of the options presented in the tablebelow were granted pursuant to Versant’s 1996 Equity Incentive Plan.  These options are either incentive stockoptions or nonqualified stock options and generally vest and become exercisablewith respect to 25% of the shares subject to the option on the nine-monthanniversary of the date of grant and with respect to an additional 2.778% ofthese shares each month thereafter, subject to acceleration in some instancesupon achievement of certain performance goals or changes in control ofVersant.  Options expire ten years fromthe date of grant.  Options are grantedat an exercise price equal to the fair market value of Versant Common Stock, asdetermined by the Board on the date of grant.  The percentage of total options granted to employees in the lastfiscal year is based on options to purchase an aggregate of 1,180,195 shares ofCommon Stock granted to employees during fiscal 2003.

 
|                |   | **Individual Grants**                                                |       |                                                           |       |                                   |       |
|---------------------|--------|----------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|----------------------------------------|------------|
| **Name**            |   | **Number of Shares  of Common  Stock  Underlying  Options  Granted** |       | **% of Total  Options  Granted to  Employees in  Fiscal 2003** |       | **Exercise or  Base Price  Per Share** |       | **Expiration  Date** | ** ** | **Potential Realizable Value  At Assumed Annual Rates  of Stock Price  Appreciation for Option  Term** |   |
| **5%**              |   | **10%**                                                              |
|                |   |                                                                 | ** ** |                                                           | ** ** |                                   | ** ** |   | ** ** |   |   |   |   |
| Nick Ordon          |   | —                                                               |       | —                                                         |       | —                                 |       | — |   | — |   | — |   |
|                |   |                                                                 |       |                                                           |       |                                   |       |   |   |   |   |   |   |
| Tom Miura (1) (2)   |   | 300,000                                                              |       | 25.4                                                           | %          | $                                      | 0.90       |   | 11/25/2012 |   | $ | 169,802 |   | $ | 430,310 |   |
|                |   |                                                                 |       |                                                           |       |                                   |       |   |   |   |   |   |   |
| Lee McGrath (2)     |   | 100,000                                                              |       | 8.5                                                            | %          | $                                      | 0.90       |   | 11/25/2012 |   | $ | 56,601 |   | $ | 143,437 |   |
|                |   |                                                                 |       |                                                           |       |                                   |       |   |   |   |   |   |   |
| Ajay Jain  (2) |   | 85,000                                                               |       | 7.2                                                            | %          | $                                      | 0.52       |   | 11/19/2012 |   | $ | 27,797 |   | $ | 70,443 |   |

 

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(1)             Options cancelled due to termination ofemployment.

 

(2)              Options vest as to 25% in nine months;and monthly thereafter for remaining 27 months.

 

**AggregatedOption Exercises in Fiscal 2003 and Fiscal Year-End Option Values**

 

None of the named executive officersexercised any options for Versant Common Stock during fiscal 2003. Thefollowing table shows the number of shares of Common Stock subject toexercisable and unexercisable stock options held as of October 31, 2003 by eachof the named executive officers.  Alsopresented are values of “in-the-money” options, which represent the positivedifference between the exercise price of each outstanding stock option and$1.80, the closing price per share of the Company’s Common Stock on October 31, 2003 on the NasdaqNational Market.

 
|        |   | **Number of Securities  Underlying Unexercised  Options at October 31, 2003** |   | **Value of Unexercised  In-the-Money Options  at October 31, 2003** |   |
|-------------|--------|-------------------------------------------------------------------------------|--------|---------------------------------------------------------------------|--------|
| **Name**    |   | **Exercisable**                                                               |   | **Unexercisable**                                                   |   | **Exercisable** |   | **Unexercisable** |   |
| Nick Ordon  |   | 552,777                                                                       |   | 22,224                                                              |   | $ | 12,305 |   | $ | 4,445 |   |
| Lee McGrath |   | 162,953                                                                       |   | 97,047                                                              |   | 34,250 |   | 71,500 |   |
| Ajay Jain   |   | 25,972                                                                        |   | 59,028                                                              |   | 33,244 |   | 75,556 |   |
| Tom Miura   |   | —                                                                        |   | —                                                              |   | — |   | — |   |
|             |        |                                                                               |        |                                                                     |        |  |  |  |  |  |  |

 

6

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**Employment Contractsand Termination of Employment and Change-in-Control Arrangements**

 

Versant entered into an agreement on December 3,1997 with Nick Ordon, its President and Chief Executive Officer, providingthat: (i) Mr. Ordon would receive an annual salary of $200,000; (ii) Mr. Ordonwould be eligible for a bonus of $125,000 at the end of his first year ofemployment with Versant, based upon the achievement of certain goals andobjectives, and for an additional bonus of $25,000 if he exceeded those goalsand objectives; (iii) Mr. Ordon would be granted an option to purchase 200,000shares of Versant’s Common Stock at a price of $6.5625 per share, which wouldvest with respect to 25% of the shares on the first anniversary of the date ofgrant and thereafter for three years at the rate of 1/48th of the shares foreach full month that Mr. Ordon rendered services to Versant, such option toexpire ten years from the date of grant; (iv) Mr. Ordon would be granted anoption to purchase 25,000 shares of Versant’s Common Stock at a price of$6.5625 per share, which would vest based upon the achievement of certain goalsand objectives in two equal annual increments; (v) in the event Versant wasacquired during the term of Mr. Ordon’s employment, 50% of Mr. Ordon’s unvestedoptions outstanding on the date of acquisition would immediately vest; and (vi)Mr. Ordon would receive certain other employee benefits.

 

We entered into a Separation Agreement on January 31,2003 with Tom Miura, Versant’s former Chief Operating Officer, providing thathis last date of employment with Versant would be January 31, 2003.  The Separation Agreement provides thatVersant will pay Mr. Miura his unpaid accrued salary through the date oftermination plus $104,167 in severance pay payable in various installmentsthrough July 15, 2003.  Under theSeparation Agreement, Mr. Miura gave Versant a release and Versant engaged Mr.Miura to provide it with part-time consulting services for six months at therate of $9,583.33 per month.

** **

**CompensationCommittee Interlocks and Insider Participation**

 

The current members of the Compensation Committee areWilliam Henry Delevati and Daniel Roberts, each of whom served in that capacityduring the entire fiscal year.  Neitherof the members of the Compensation Committee during fiscal 2003 had ever beenan officer or employee of Versant or any of its subsidiaries.  No executive officer of Versant serves as amember of the board of directors or compensation committee of any entity thathas one or more executive officers serving on Versant’s Board or CompensationCommittee.

** **

**DirectorCompensation**

 

In general, members of Versant’s Board of Directors donot receive cash compensation for their services as directors but arereimbursed for their reasonable expenses in attending meetings of the Board;except that Mr. Bellary receives a cash fee of $1,875 for each regularlyscheduled Audit Committee meeting that he attend.  Pursuant to the terms of the merger with Poet, effective afterconsummation of the proposed merger with Poet, Versant will pay its outside(non-employee) directors cash compensation for their services as directors atthe rate of $25,000 per annum; provided that on and after the date of the nextannual meeting of Versant’s stockholders, the amount of compensation paid byVersant to its outside directors shall be determined by Versant’s Board or acommittee of Versant’s Board of directors authorized to make suchdetermination.

 

We entered into a consulting arrangement with BernhardWoebker, a director on Versant’s board. The arrangement  provides thatVersant will compensate Mr. Woebker a monthly fee of $5,000.00 plus reimbursementfor all travel expenses related to the consulting activities on behalf ofVersant.

 

Directors who are not employees of Versant areentitled to participate in the 1996 Directors Stock Option Plan (the “DirectorsPlan”).  The purpose of the DirectorsPlan is to provide incentive for members of the Board who are not also employeesof Versant or any parent, subsidiary or affiliate of Versant by providing suchpersons with an opportunity to purchase shares 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 and an additional option topurchase 20,000 shares of  VersantCommon Stock each year on the anniversary of the initial grant to suchnon-employee director, as long as the director continues to serve on the Board.

 

During fiscal 2003, the following option grants weremade to the Company’s directors pursuant to the Directors Plan.

 

7

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| **Non-Employee  Director** |   | **Date of Grant** |   | **Type of Grant** |   | **Number   of Shares** |   | **Exercise Price  Per Share** |   |
|----------------------------|--------|-------------------|--------|-------------------|--------|------------------------|--------|-------------------------------|--------|
| Uday Bellary               |   | 7/30/03           |   | Initial           |   | 40,000                 |   | $                             | 0.60   |   |
| Daniel Roberts             |   | 07/21/03          |   | Succeeding        |   | 20,000                 |   | 0.65                          |   |
| Bernhard Woebker           |   | 07/21/03          |   | Succeeding        |   | 20,000                 |   | 0.65                          |   |
| Shyam Rangole              |   | 10/20/03          |   | Succeeding        |   | 20,000                 |   | 1.69                          |   |
| William Henry Delevati     |   | 10/21/03          |   | Succeeding        |   | 20,000                 |   | 1.72                          |   |
| Sateesh B. Lele            |   | 2/19/03           |   | Initial           |   | 40,000                 |   | 0.87                          |   |
|                            |        |                   |        |                   |        |                        |        |                               |        |  |

 

Grants of options under the Directors Plan vest 50% oneach of the two anniversaries following the date of grant so long as the recipientsof such grants continue to serve as directors or consultants to the Company.

 

**Item 12****:  Security Ownershipof Certain Beneficial Owners and Management and Related Stockholder Matters**

 

The following table presents information regarding thebeneficial ownership of each class of our capital stock as of  February 20, 2004 by:

 

•                  each shareholder known by us to be the beneficial owner of (i) morethan 5% of our Common Stock (which includes certain securities exercisable foror convertible into Common Stock) or (ii) more than 5% of  our Series A Preferred Stock;

 

•                  each of our directors;

 

•                  the Company’s Chief Executive Officer and the Company’s three othernamed executive officers (as defined in Item 11 above); and

 

•                  all current directors and executive officers as a group.

 

The percentage of beneficial ownership for thefollowing table is based on 14,822,868 shares of Common Stock outstanding as ofFebruary 20, 2004 and 1,313,743 shares of Series A Preferred Stock outstandingas of February 20, 2004, respectively. Each share of Series A Preferred Stock is convertible, at the electionof the holder, into two shares of Common Stock.  Unless otherwise indicated below, the persons and entities namedin the table have sole voting and sole investment power with respect to allshares beneficially owned, subject to community property laws whereapplicable.  Shares of Common Stocksubject to options or warrants or issuable upon conversion of outstandingSeries A Preferred Stock that are currently exercisable or convertible within60 days of February 20, 2004 are deemed to be outstanding and to bebeneficially owned by the person holding such options, warrants or convertiblesecurities for the purpose of computing the number and percentage ownership ofCommon 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** |   | **Shares of  Preferred Stock  Beneficially Owned** |   |
|-------------------------------------------------------------------------------------------|--------|-------------------------------------------------|--------|----------------------------------------------------|--------|
| **Name of Beneficial Owner**                                                              |   | **Number**                                      |   | **Percent**                                        |   | **Number** |   | **Percent** |   |
|                                                                                      |   |                                            |   |                                               |   |   |   |   |   |
| **5% Shareholders:**                                                                      |   |                                            |   |                                               |   |   |   |   |   |
| Vertex                                                                                    |   | 4,009,428                                       | (1)    | 21.98                                              | %      | 1,137,687 | (2) | 86.60 | % |
| Royce & Associates, LLC (3)                                                           |   | 812,400                                         |   | 4.8                                                | %      | — |   | — |   |
| Joseph M. Cohen Family Limited Partnership  (4)                                           |   | 528,168                                         |   | 3.44                                               | %      | 176,056 |   | 13.40 | % |
| Ajay Jain (5)                                                                             |   | 1,112,857                                       |   | 7.49                                               | %      | — |   | — |   |
|                                                                                      |   |                                            |   |                                               |   |   |   |   |   |
| **Executive Officers and Directors:**                                                     |   |                                            |   |                                               |   |   |   |   |   |
| Nick Ordon (6)                                                                            |   | 614,722                                         |   | 4.0                                                | %      | — |   | — |   |
| Bernhard Woebker (7)                                                                      |   | 275,373                                         |   | 2.0                                                | %      | — |   | — |   |
| Uday Bellary (8)                                                                          |   | —                                          |   |                                               |   |   |   |   |   |
| Lee McGrath (9)                                                                           |   | 193,122                                         |   | 1.28                                               | %      | — |   | — |   |
| Sateesh Lele (10)                                                                         |   | 45,500                                          |   |                                               | *      |   |   |   |   |
| William Henry Delevati (11)                                                               |   | 30,000                                          |   |                                               | *      | — |   | — |   |
| Shyam Rangole (12)                                                                        |   | 25,000                                          |   |                                               | *      | — |   | — |   |
| Daniel Roberts (13)                                                                       |   | 25,000                                          |   |                                               | *      | — |   | — |   |
|                                                                                      |   |                                            |   |                                               |   |   |   |   |   |
| **All Current Directors and Executive  Officers  as a Group (9 persons)  (14)** |   | 2,321,574                                       |   | 14.75                                              | %      | — |   | — |   |

 

8

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*          Represents less than 1%

 

(1)                Includes 100,000 shares of Common Stockowned directly by Vertex Investments International (I) Inc. (“VI”), 489,767shares of Common Stock owned directly by Vertex Investments International (III)Inc. (“VI-3”), 6,600 shares of Common Stock owned directly by Vertex ManagementPte. Ltd. (“VM”), 1,805,892 shares of Common Stock issuable upon conversion ofSeries A Preferred Stock issued in our July 12, 1999 Series A Preferred Stockfinancing (the “Financing”) owned by Vertex Technology Fund Ltd. (formerlyVertex Technology Fund Pte. Ltd. (“VTF”)), 902,946 shares of Common Stockissuable upon exercise of Common Stock warrants issued in the Financing to VTF,469,482 shares of Common Stock issuable upon conversion of Series A PreferredStock issued in the Financing and owned by Vertex Technology Fund (II) Ltd.(“VTF II”) and 234,741 shares of Common Stock issuable upon exercise of CommonStock warrants issued in the Financing to VTF II.  VM, VI, VI-3, VTF and VTF II are indirectly controlled bySingapore Technologies Pte. Ltd.  Theaddress of VM, VI and VI-3 is 83 Science Park Drive, #01-01/02 The Curie,Singapore 118256.  The address of VTFand VTF II is 89 Science Park Drive, #02-09/12 The Rutherford, Singapore118261.  The foregoing information isbased on the Schedule 13D dated July 23, 1999 filed by VTF, VTF II, VM, VI andVI-3 with the Securities and Exchange Commission. (2)            Includes 902,946 shares of Series A Preferred Stockissued in the Financing owned by VTF, and 234,741 shares of Series A PreferredStock issued in the Financing owned by VTF II. The address of VTF and VTF II is 89 Science Park Drive, #02-09/12 TheRutherford, Singapore 118261.  Theforegoing information is based on the Schedule 13D dated July 23, 1999 filed byVTF and VTF II with the Securities and Exchange Commission.

 

(3)                The information presented is based onthe Schedule 13G dated February 9, 2004 filed by Royce & Associates, LLCwith the Securities and Exchange Commission. The address of Royce & Associates, Inc. is 1414 Avenue of theAmericas, New York, NY 10019.

 

(4)                Shares of Common Stock beneficiallyowned includes 352,112 shares of Common Stock issuable upon conversion ofSeries A Preferred Stock issued in the Financing and 176,056 shares of CommonStock issuable upon exercise of a warrant issued in the Financing to the JosephM. Cohen Family Limited Partnership.  Sharesof Preferred Stock beneficially owned reflects 176,056 shares of Series APreferred Stock issued in the Financing to the Joseph M. Cohen Family LimitedPartnership. The address of the Joseph M. Cohen Family Limited Partnership is70 East 55th Street, 16th Floor, New York, New York, 10022.

 

(5)                Includes 37,777 shares of Common Stocksubject to options exercisable within 60 days of February 18, 2004.  Of the shares shown as beneficially owned byMr. Jain, 1,075,080 shares were issued to him in connection with Versant’sacquisition of all of the outstanding shares of capital stock of MokumeSoftware, Inc., a privately held Delaware corporation (“Mokume”), pursuant tothat certain Agreement and Plan of Reorganization dated as of November 19,2002 by and among Versant, Mokume, VM Merger Corp., a Delaware corporation andwholly-owned subsidiary of Versant, and the stockholders of Mokume (the “MergerAgreement”), as amended by an Amendment Agreement dated September 26,2003. Mr. Jain was President and Chief Executive Officer and a director ofMokume. Mr. Jain is President of Real Time Business Solutions of the Company.

 

(6)                Includes 559,722 shares of Common Stocksubject to options exercisable within 60 days of February 18, 2004.  Mr. Ordon is President and Chief ExecutiveOfficer of the Company.

 

(7)                Includes 25,000 shares of Common Stocksubject to options exercisable within 60 days of February 18, 2004.  Mr. Woebker is a director of theCompany.

 

(8)                Mr. Bellary is adirector of the Company.

 

(9)                Includes 190,694 shares of Common Stocksubject to options exercisable within 60 days of February 18, 2004.  Mr. McGrath is Vice President, Finance andAdministration and Chief Financial Officer and Secretary of the Company.

 

(10)          Includes 20,000 shares of Common Stocksubject to options exercisable within 60 days of February 18, 2004; and 25,500shares of Common Stock issued to Karin Lele, Mr. Lele’s spouse, in connectionwith the Company’s acquisition of all of the outstanding shares of capitalstock of Mokume pursuant to the Mokume Merger Agreement and the AmendmentAgreement.  Of the 25,500 shares ofCommon stock, 11,393 are subject to repurchase restrictions, as provided in theMokume Amendment Agreement.  Mr. Lele isa director of the Company.

 

(11)          Includes 30,000 shares of Common Stocksubject to options exercisable within 60 days of February 18,2004.  Mr. Delevati is a directorof the Company.

 

(12)          Includes 25,000 shares of Common Stocksubject to options exercisable within 60 days of February 18,2004.  Mr. Rangole is a director of theCompany.

 

9

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(13)          Includes 25,000 shares of Common Stocksubject to options exercisable within 60 daysof February 18, 2004. Mr. Roberts is a director of the Company.

 

(14)          Includes 913,193 shares of Common Stocksubject to options exercisable within 60 days of February 18, 2004.

 

On September 27, 2003 weentered into an Agreement and Plan of Merger, or merger agreement, with PoetHoldings, Inc., which provides for the proposed merger of Poet with and intoour wholly owned subsidiary Puma Acquisition, Inc.  We have currently scheduled a meeting of our shareholders toconsider approval of the merger and related actions at a special shareholders’meeting now scheduled to be held on March 17, 2004.  More information regarding the proposed merger can be found inour filings with the Securities and Exchange Commission.   In connection with the execution of themerger agreement, we entered into a Preferred Stock Conversion Agreement with VertexTechnology Fund, Ltd., Vertex Technology Fund (II), Ltd. and theJoseph M. Cohen Family Limited Partnership (collectively, the “PreferredShareholders”)  pursuant to which thePreferred Shareholders have agreed to vote for certain actions that would causetheir 1,313,743 outstanding shares of Versant Series A Preferred Stock tobe converted into shares of Versant common stock effective immediately afterconsummation of the proposed merger with Poet at an increased conversion ratethat would result in each such share of Series A Preferred Stock beingconverted into three shares of Versant common stock, whereas each outstandingshare of Versant’s Series A Preferred Stock is currently convertible intotwo shares of our Common Stock.

 

**Item 13****:  Certain Relationshipsand Related Transactions**

 

In connection with theexecution of the merger agreement with Poet described above, on September 26,2003 we entered into a Preferred Stock Conversion Agreement with VertexTechnology Fund, Ltd., Vertex Technology Fund (II), Ltd. and theJoseph M. Cohen Family Limited Partnership (collectively, the “PreferredShareholders”).  Pursuant to thisagreement, the Preferred Shareholders have agreed to vote for certain actionsthat would cause their 1,313,743 outstanding shares of Versant Series APreferred Stock to be converted into shares of Versant Common Stock immediatelyafter consummation of the proposed merger with Poet. The conversion of thePreferred Shareholders’ shares of Series A Preferred Stock into CommonStock would occur at an increased conversion rate that would result in eachsuch share of Series A Preferred Stock being converted into three sharesof Versant Common Stock (whereas currently, each outstanding share of Versant’sSeries A Preferred Stock is convertible into two shares of our CommonStock).  In addition, in exchange forthe Preferred Shareholders’ agreement to convert, effective upon suchconversion, outstanding warrants to purchase a total of 1,313,743 shares ofVersant Common Stock held by the Preferred Shareholders would be amended toreduce the exercise price of such warrants from $2.13 to $1.66 per share ofcommon stock and to extend the term of such warrants by one year.

 

Exceptfor compensation arrangements described where required above in this report andthe arrangements described above in this Item 13, since November 1, 2003, therehas not been, nor is there currently proposed, any transaction or series ofsimilar transactions to which the Company was or is to be a party in which theamount involved exceeded or will exceed $60,000 and in which any director,executive officer or holder of more than 5% of the Common Stock of the Companyhad or will have a direct or indirect material interest.

 

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

 

The public accounting firm of Grant Thornton LLP was selected to serveas our independent accountant to perform the audit of our financial statementsfor the fiscal year ended October 31, 2003. The public accounting firm of KPMG LLP was selected to serve as ourindependent accountant for the fiscal year ended October 31, 2002.   The table below sets forth the aggregateaudit fees, audit-related fees, tax fees and all other fees billed for servicesrendered by our principal accountants in our fiscal years ended October 31,2002 and 2003.

 

| **Fee Category**       |   | **Fiscal  2003** |    | **Fiscal  2002** |   |
|------------------------|--------|------------------|---------|------------------|--------|
| Audit Fees (1)         |   | $                | 222,630 |             | $      | 174,000 |   |
| Audit-Related Fees (2) |   | 30,310           |    | 0                |   |
| Tax Fees (3)           |   |             |    | 0                |   |
| All Other Fees (4)     |   |             |    | 0                |   |
|                   |   |             |    |             |   |
| Total All Fees         |   | $                | 252,940 |             | $      | 174,000 |   |

 

10

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----

 

*(1)**       Audit Fees.* Theseconsist of fees billed for professional services rendered for the audit of ourannual financial statements and review of the interim financial statementsincluded in quarterly 10-Q reports and for services normally provided inconnection with statutory and regulatory filings.

 

(3)             *Audit-Related Fees.*  These consist of fees billed for assuranceand related services that are reasonably related to the performance of theaudit or review of our financial statements that are not reported under “AuditFees,” These services include accounting consultations in connection withacquisitions and consultations concerning financial accounting and reportingstandards.

 

(4)             *Tax Fees.* These consist of fees billed forprofessional services for tax compliance, tax advice and tax planning. Theseservices include

 

(5)*    All OtherFees.* These consist of other fees not reported in the abovecategories.

 

**FinancialInformation Systems Design and Implementation Fees**

 

Grant Thornton LLP didnot render any services for financial information systems design orimplementation in fiscal 2003.

 

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

 

The Audit Committee’s policy is to pre-approve at thebeginning of each fiscal year all audit and permissible non-audit services tobe provided by the independent auditors during that fiscal year. The AuditCommittee pre-approves these services by authorizing specific projects withinthe categories of service outlined above. In addition, the Audit Committee mayalso pre-approve particular services on a case-by-case basis.

 

The Audit Committee of the Board of Directorsconsidered the services listed above to be compatible with maintaining bothGrant Thornton’s and KPMG’s independence.

 

11

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**Item 15****:  Exhibits, Financial Statement Schedules andReports on Form 8-K.**

 

The following exhibits are filed herewith or incorporated by referenceand are also listed in the “Exhibit Index” below.

 
| **Exhibit  Number** |   | **Exhibit  Description**                                                                                                         |   | **Form** |   | **Date** |   | **Number** |   | **Filed  Herewith** |
|---------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|----------|--------|------------|--------|---------------------|
|                |   |                                                                                                                             |   |     |   |     |   |       |   |                |
| 10.01               |   | Separation Agreement Regarding Terms of Separation; General between  registrant and  Thomas Miura dated  January 31, 2003 * |   | 10-Q     |   |     |   | 10.01      |   |                |
|                |   |                                                                                                                             |   |     |   |     |   |       |   |                |
| 31.01               |   | Certification of Chief Executive Officer pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002.                             |   |     |   |     |   |       |   | ý              |
|                |   |                                                                                                                             |   |     |   |     |   |       |   |                |
| 31.02               |   | Certification of Chief Financial Officer pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002.                             |   |     |   |     |   |       |   | ý              |
|                |   |                                                                                                                             |   |     |   |     |   |       |   |                |
| 32.01               |   | Certification of Chief Executive Officer pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002.                             |   |     |   |     |   |       |   | ý              |
|                |   |                                                                                                                             |   |     |   |     |   |       |   |                |
| 32.02               |   | Certification of  Chief  Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                       |   |     |   |     |   |       |   | ý              |

 

----

*              Management contractor compensatory plan.

 

12

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**SIGNATURES**

 

Pursuant tothe requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the Registrant has caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|   | VERSANT  CORPORATION                        |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Lee McGrath |   |
|   | Lee McGrath                                 |
|   | Vice President,  Finance and Administration |
|   |                                        |
|   | Date:  February 27, 2004               |

 

13

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Pursuant tothe requirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.

 
| **Name**                                                       |   | **Title** |                                               | **Date** |
|----------------------------------------------------------------|--------|-----------|----------------------------------------------------|----------|
|                                                           |   |      |                                               |     |
| PRINCIPAL EXECUTIVE  OFFICER:                                  |   |      |                                               |     |
|                                                           |   |      |                                               |     |
| /s/ Nick  Ordon                                                |   |      | President,  Chief  Executive Officer and  Director |     | February 27,  2004 |
| Nick Ordon                                                     |   |      |                                               |
|                                                           |   |      |                                               |
|                                                           |   |      |                                               |     |
| PRINCIPAL  FINANCIAL OFFICER AND  PRINCIPAL ACCOUNTING OFFICER |   |      |                                               |     |
|                                                           |   |      |                                               |     |
| /s/ Lee  McGrath                                               |   |      | Vice  President-Finance  and Administration        |     | February 27,  2004 |
| Lee McGrath                                                    |   |      |                                               |
|                                                           |   |      |                                               |     |
| ADDITIONAL  DIRECTORS:                                         |   |      |                                               |     |
|                                                           |   |      |                                               |     |
| /s/ Uday  Bellary                                              |   |      | Director                                           |     | February 27,  2004 |
| Uday Bellary                                                   |   |      |                                               |     |
|                                                           |   |      |                                               |     |   |
| /s/ William  Henry Delevati                                    |   |      | Director                                           |     | February 27,  2004 |
| Uday Bellary                                                   |   |      |                                               |     |
|                                                           |   |      |                                               |     |   |
| /s/ Ajay  Jain                                                 |   |      | Director                                           |     | February 27,  2004 |
| Ajay Jain                                                      |   |      |                                               |     |
|                                                           |   |      |                                               |     |
| /s/ Sateesh  Lele                                              |   |      | Director                                           |     | February 27,  2004 |
| Sateesh Lele                                                   |   |      |                                               |     |
|                                                           |   |      |                                               |     |
| /s/ Shyam  Rangole                                             |   |      | Director                                           |     | February 27,  2004 |
| Shyam  Rangole                                                 |   |      |                                               |     |
|                                                           |   |      |                                               |     |
| /s/ Daniel  L. Roberts                                         |   |      | Director                                           |     | February 27,  2004 |
| Daniel L.  Roberts                                             |   |      |                                               |     |
|                                                           |   |      |                                               |     |
| /s/ Bernhard  Woebker                                          |   |      | Director                                           |     | February 27,  2004 |
| Bernhard  Woebker                                              |   |      |                                               |     |

 

14

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**EXHIBITINDEX**

 
|                |   |                                                                                                                     |   | **Incorporated  by Reference** |   |     |
|---------------------|--------|--------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------|--------|----------|
| **Exhibit  Number** |   | **Exhibit  Description**                                                                                                 |   | **Form**                       |   | **Date** |   | **Number** |   | **Filed  Herewith** |
|                |   |                                                                                                                     |   |                           |   |     |   |   |   |   |
| 10.01               |   | Separation Agreement Regarding Terms of Separation; between  registrant and  Thomas Miura dated  January 31, 2003 * |   | 10-Q                           |   |     |   | 10.01 |   |   |
|                |   |                                                                                                                     |   |                           |   |     |   |   |   |   |
| 31.01               |   | Certification of Chief Executive Officer pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002.                     |   |                           |   |     |   |   |   | ý |
|                |   |                                                                                                                     |   |                           |   |     |   |   |   |   |
| 31.02               |   | Certification of Chief Financial Officer pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002.                     |   |                           |   |     |   |   |   | ý |
|                |   |                                                                                                                     |   |                           |   |     |   |   |   |   |
| 32.01               |   | Certification of Chief Executive Officer pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002.                     |   |                           |   |     |   |   |   | ý |
|                |   |                                                                                                                     |   |                           |   |     |   |   |   |   |
| 32.02               |   | Certification of  Chief  Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.               |   |                           |   |     |   |   |   | ý |

 

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*              Management contractor compensatory plan.

 

15

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