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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 12, 1999
VERSANT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
0-28540 94-3079392
Commission File Number) (IRS 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)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On July 12, 1999, Versant Corporation, a California corporation ("Registrant" or
the "Company") closed the issuance of shares of a newly designated Series A
Preferred Stock ("Series A Stock"). A total of 1,489,799 shares of Series A
Stock were issued, with each share of Series A Stock initially convertible into
two shares of the Company's common stock. 902,946 of the shares of Series A
Stock were issued in exchange for an outstanding convertible secured promissory
note with outstanding principal and interest of $3,846,550.82 held by Vertex
Technology Fund, Ltd. ("Vertex"), and 586,853 of the shares were issued in
consideration of an additional $2,499,994 in new financing. $1 million of the
new financing was provided by a Vertex affiliate, with the remainder
provided by other investors. Each share of Series A Stock was sold at a price of
$4.26 per share. The Company also issued warrants to purchase a total of
1,489,799 shares of the Company's common stock at an exercise price of $2.13 per
share as part of the transaction.
The Series A Stock has a participating liquidation preference over the Company's
common stock initially equal to 150% of the full amount paid for the Series A
Stock, which preference increases by an additional 50% per year over each of the
next two years, so long as the Series A Stock is outstanding. The Series A Stock
automatically converts into common stock if the Company's common stock price
exceeds $12.00 per share for 45 consecutive business days. The holders of Series
A Stock will generally vote with the holders of common stock provided that the
Series A Stock is only entitled to a number of votes equal to 50% of the number
of shares of common stock into which the Series A Stock is convertible. The
holders of Series A Stock were also provided with certain voting protective
provisions.
Neither the Series A Stock nor the warrants have been registered under the
Securities Act of 1933, and may not be offered or sold in the United States
absent registration or an exemption from applicable registration requirements.
Investors in the financing were provided with certain registration rights
relating to the shares of Series A Stock and warrants purchased by them. Each
investor also agreed not to purchase more than 100,000 additional shares in the
Company without the Company's approval so long as such investor holds more than
5% of the Company's outstanding securities.
At the completion of this transaction, the Company has approximately 10,151,277
shares of common stock outstanding, 1,489,799 shares of Series A Stock
outstanding (convertible into 2,979,598 shares of Common Stock), warrants to
purchase 1,839,799 shares of common stock outstanding and options to purchase
1,826,547 shares of common stock outstanding.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
Exhibit
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3.01 Registrant's Certificate of Determination dated July 12, 1999.
10.01 Preferred Stock and Warrant Purchase Agreement entered into as of
June 28, 1999 among the Company and the parties listed on the
Schedule of Investors attached thereto.
10.02 Form of Common Stock Purchase Warrant.
10.03 Debt Cancellation Agreement between the Company and Vertex
Technology Fund, Inc.
10.04 Supplement to Registration Rights Agreement among the Company
and the parties listed on the Schedule of Investors attached
thereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VERSANT CORPORATION
Date: July 13 , 1999 /s/ GARY RHEA
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Gary Rhea
Vice President Finance and Administration.
Chief Financial Officer, Treasurer and Secretary
(Duly Authorized Officer and Principal
Financial Officer)
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INDEX TO EXHIBITS
EXHIBITS DESCRIPTION
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3.01 Registrant's Certificate of Determination.
10.01 Preferred Stock and Warrant Purchase Agreement entered into as of
June 28, 1999 among the Company and the parties listed on the
Schedule of Investors attached thereto.
10.02 Form of Common Stock Purchase Warrant.
10.03 Debt Cancellation Agreement between the Company and Vertex
Technology Fund, Ltd.
10.04 Supplement to Registration Rights Agreement among the Company
and the parties listed on the Schedule of Investors attached
thereto.