- Current report filing (8-K)
February 10 2010 - 5:20PM
Edgar (US Regulatory)
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):
February 5, 2010
VERSANT CORPORATION
(Exact name of Registrant as
Specified in its Charter)
California
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000-28540
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94-3079392
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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255 Shoreline Drive, Suite 450
Redwood City, California 94065
(Address of Principal
Executive Offices, including Zip Code)
(650) 232-2400
(Registrants Telephone
Number, including Area Code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (
see
General
Instruction A.2 below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)).
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)).
Item 5.02:
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Arrangements of Certain Officers.
(e)
Approval
of Fiscal Year 2010 Compensation Programs for Named Executive Officers
On
February 5, 2010, the Compensation Committee (the
Compensation
Committee
) of the Board of Directors of Versant Corporation (
Versant
or the
Company
)
approved compensation programs for the Companys fiscal year ending October 31,
2010 (
Fiscal 2010
) for the Companys
executive officers, Jochen Witte Versants Chief Executive Officer and
President and Jerry Wong Versants Vice President, Finance and Chief
Financial Officer. The principal components
of these Fiscal 2010 compensation programs are summarized below.
Jochen Witte (Chief Executive Officer and
President)
:
Mr. Wittes Fiscal 2010 base salary was
set at the rate of 216,000 (Euros) per annum pursuant to his existing
employment agreement and the Compensation Committee approved a Fiscal 2010
bonus program for Mr. Witte consisting of the following components with
the following principal terms:
·
Bonus based on Fiscal 2010 Revenues
: Mr. Witte will be eligible to be paid a
bonus after the close of Fiscal 2010 based on Versants revenues for Fiscal
2010, determined in accordance with U.S. generally accepted accounting
principles (
2010 Revenues
). Under this bonus arrangement, Mr. Witte
would be entitled to receive a bonus equal to 3% of that portion of 2010
Revenues that exceeds a target level of 2010 Revenues but does not exceed a
second, higher target, and 5% of that portion of 2010 Revenues that exceeds the
second, higher target.
·
Bonus based on Fiscal 2010 Income from Operations
: Mr. Witte will also be eligible to
receive bonuses after the close of Fiscal 2010 based on the Companys income
from operations for Fiscal 2010 determined in accordance with U.S. generally
accepted accounting principles (
2010 Income from
Operations
) as follows: Mr. Witte
(i) will be entitled to a cash bonus equal to 7.5% of that portion of 2010
Income from Operations that exceeds a first target level of 2010 Income from
Operations; and (ii) will be granted a fully vested option to purchase up
to 2,000 shares of Versant Common Stock for each $100,000 of 2010 Income from
Operations in excess of a second, higher target level of 2010 Income from
Operations (with the number of such options to be prorated for any increments
less than $100,000), and the number of shares subject to stock options granted
under this bonus arrangement will be limited to a maximum of 10,000
shares. These stock options would be
granted following the close of Fiscal 2010 at an exercise price equal to the
fair market value of the Companys Common Stock on the date of grant.
·
New VOD
Customer Bonus
: In
addition, for each Versant Object Database (VOD) customer acquired in Fiscal
2010 who is a new customer (
New VOD Customer
)
and who generates VOD license or maintenance revenue (determined in accordance
with U.S. generally accepted accounting principles or
GAAP
)
in Fiscal 2010, Mr. Witte will be eligible to receive a bonus equal to 10%
of the VOD-related revenue generated by that new customer in Fiscal 2010,
payable after the close of Fiscal 2010.
In addition, Mr.
2
Witte would be granted a fully vested option to purchase 2,000 shares
of Versant Common Stock for each New VOD Customer acquired in Fiscal 2010 who
either generates (i) a certain amount of revenue (determined in accordance
with GAAP) for the Company in Fiscal 2010 or (ii) a firm order that will
result in at least that amount of revenue in a subsequent fiscal period, with
the number of shares subject
to stock options granted under this bonus program to be limited to a maximum of
20,000 shares. These stock options would
be granted following the close of Fiscal 2010 at an exercise price equal to the
fair market value of the Companys Common Stock on the date of grant
.
·
Discretionary Bonus
. In addition, Mr. Witte will be eligible
to receive a discretionary bonus following the close of Fiscal 2010 in an
amount of up to $60,000 as determined by the Committee, based on the Committees
assessment of Mr. Wittes progress in achieving certain corporate
objectives in Fiscal 2010.
If
Mr. Witte meets all targets under the Fiscal 2010 bonus programs, his cash
bonus under all the above Fiscal 2010 bonus programs would total $246,000.
Jerry Wong (Vice President Finance, Chief Financial
Officer)
:
Mr. Wongs Fiscal 2010 base salary was
set at the rate of $190,000 per annum and the Committee approved a Fiscal 2010
bonus program for Mr. Wong with the following principal terms:
·
Bonus based on Fiscal 2010 Income from Operations
: After the close of Fiscal 2010, Mr. Wong
will be eligible to receive a cash bonus equal to 5% of that portion of the
Companys 2010 Income from Operations that exceeds a target level of 2010
Income from Operations.
·
Discretionary Bonus
. Mr. Wong will also be eligible to earn a
cash bonus during Fiscal 2010 of up to $80,000 by achieving certain operational
objectives in Fiscal 2010, as determined by Versants Chief Executive
Officer. This bonus would be paid in
increments as earned on a quarterly basis and the Compensation Committee has
determined that Mr. Wong earned $20,000 of this discretionary bonus in the
first fiscal quarter of Fiscal 2010.
If
Mr. Wong meets all targets under the Fiscal 2010 bonus programs, his bonus
under all the above Fiscal 2010 bonus programs would total $120,000.
3
SIGNATURES
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 hereunto duly authorized.
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VERSANT CORPORATION
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Date:
February 10, 2010
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By:
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/s/
Jerry Wong
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Jerry
Wong, Chief Financial Officer
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