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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements of Certain Officers.
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(e)
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Approval of Acceleration of Vesting of Restricted Stock Units and Options for Named Executive Officers
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On November 17, 2012, the Compensation Committee of the Board (the “
Compensation Committee
”) approved resolutions that, contingent upon the Company entering into, executing and delivering the Actian Merger Agreement (which occurred on November 21, 2012), provided for the acceleration of the vesting of all outstanding restricted stock units (“RSUs”) currently held by Bernhard Woebker, the Company's Chief Executive Officer and President, Jerry Wong, the Company's Vice President, Finance and Chief Financial Officer, and Paul McCullugh, the Company's Executive Vice President, Worldwide Sales & Marketing, effective as of immediately prior to the effective time of the Merger. These RSUs were previously granted under Versant's 2005 Equity Incentive Plan. Under the terms of the Merger Agreement, each RSU that is outstanding and vested but unissued as of immediately before the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest, equal to $13.00 multiplied by the number of shares of common stock as to which the RSU is vested as of immediately before the Effective Time. If the Merger with Actian were consummated as of December 15, 2012, then based on the $13.00 per share price under the Actian Merger Agreement, the value of the acceleration of the RSUs will be up to $130,000 for the RSUs held by Mr. Woebker, up to $65,000 for the RSUs held by Mr. Wong and up to $130,000 for the RSUs held by Mr. McCullugh.
In addition, the Compensation Committee also approved, contingent upon the Company entering into, executing and delivering the Actian Merger Agreement (which occurred on November 21, 2012), the acceleration of thirty-six (36) months of the vesting of all outstanding Options currently held by Mr. Wong, effective as of immediately prior to the effective time of the Merger. These Options were previously granted under Versant's 2005 Equity Incentive Plan. Under the terms of the Merger Agreement, each Option that is outstanding, unexercised and vested as of immediately before the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the amount by which $13.00 per share exceeds the exercise price of such option, multiplied by the number of shares as to which option is then vested and exercisable. If the Merger were consummated as of December 15, 2012, then the value of the acceleration of Mr. Wong's Options will be up to $6,000.
Forward Looking Statements
Information set forth in this Current Report on Form 8-K contains forward-looking statements that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act including, without limitation, statements regarding the expected benefits and closing of the proposed Merger and management's expectations, beliefs and intentions. All forward-looking statements included in this communication are based on information available to Versant Corporation on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on Versant Corporation's results of operations or financial condition or whether the
Merger will be consummated. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Undue reliance should not be placed on any forward-looking statements, which speak only as of the date made. Neither Versant Corporation nor any other person can assume responsibility for the accuracy and completeness of forward looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond Versant Corporation's control. These factors include (without limitation): failure to satisfy any condition to closing of the Merger and that, in such case, Versant Corporation's business will have been adversely affected during the pendency of the Merger; failure to consummate or delay in consummating the transaction for other reasons; changes in laws or regulations; and changes in general economic conditions. Versant Corporation undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to Versant Corporation's most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.
Additional Information about the Proposed Transaction and Where You Can Find It
Versant Corporation will file with the Securities and Exchange Commission (the “
SEC
”) a proxy statement and other relevant materials in connection with the proposed acquisition of Versant by Actian pursuant to the Actian Merger Agreement. The definitive proxy statement will be mailed to Versant shareholders who are such on the record date of the special shareholders' meeting that will be the subject of the proxy statement. Before making any voting or investment decisions with respect to the transaction, investors and security holders of Versant Corporation are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the transaction and Versant Corporation. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by accessing Versant Corporation's website at http://www.versant.com/company/investor-relations or by writing to Versant Corporation at Versant Corporation, 255 Shoreline Drive, Suite 450, Redwood City, California, 94065.
Information Regarding Participants
Versant Corporation, Actian and their respective directors, executive officers and certain other members of management and employees may solicit proxies from Versant Corporation shareholders in favor of the Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Versant Corporation shareholders in connection with the proposed Merger will be set forth in Versant's proxy statement when it is filed with the SEC. You can find information about Versant Corporation's executive officers and directors in its definitive proxy statement filed with the SEC on July 9, 2012. You can obtain a free copy of this document at the SEC's website at www.sec.gov.