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0001188112-10-000208.txt : 20100205
0001188112-10-000208.hdr.sgml : 20100205
20100205155906
ACCESSION NUMBER: 0001188112-10-000208
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 20100205
DATE AS OF CHANGE: 20100205
GROUP MEMBERS: DANIEL J. DONOGHUE
GROUP MEMBERS: DISCOVERY GROUP I, LLC
GROUP MEMBERS: MICHAEL R. MURPHY
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: VERSANT CORP
CENTRAL INDEX KEY: 0000865917
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 943079392
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-48823
FILM NUMBER: 10577438
BUSINESS ADDRESS:
STREET 1: 255 SHORELINE
STREET 2: SUITE 450
CITY: REDWOOD CITY
STATE: CA
ZIP: 94065
BUSINESS PHONE: 650-232-2400
MAIL ADDRESS:
STREET 1: 255 SHORELINE
STREET 2: SUITE 450
CITY: REDWOOD CITY
STATE: CA
ZIP: 94065
FORMER COMPANY:
FORMER CONFORMED NAME: VERSANT OBJECT TECHNOLOGY CORP
DATE OF NAME CHANGE: 19960428
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DISCOVERY EQUITY PARTNERS, LP
CENTRAL INDEX KEY: 0001258542
IRS NUMBER: 300075082
STATE OF INCORPORATION: IL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O DISCOVERY GROUP I, LLC
STREET 2: 191 N. WACKER DRIVE SUITE 1685
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 312-265-9600
MAIL ADDRESS:
STREET 1: C/O DISCOVERY GROUP I, LLC
STREET 2: 191 N. WACKER DRIVE SUITE 1685
CITY: CHICAGO
STATE: IL
ZIP: 60606
FORMER COMPANY:
FORMER CONFORMED NAME: DISCOVERY EQUITY PARTNERS LP
DATE OF NAME CHANGE: 20030806
SC 13D/A
1
t67094_sc13da.htm
SC 13D (AMENDMENT NO. 4)
t67094_sc13da.htm
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UNITED
STATES
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OMB
APPROVAL
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SECURITIES
AND EXCHANGE
COMMISSION
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OMB
Number:
3235-0145
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Washington,
D.C. 20549
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Expires:
February 28, 2009
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SCHEDULE
13D
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Estimated
average burden hours per response. .
14.5
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Under the
Securities Exchange Act of 1934
(Amendment
No. 4)*
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(Name
of Issuer)
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Common
Stock, no par value
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(Title
of Class of Securities)
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(CUSIP
Number)
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Telephone
Number: (312) 265-9600
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No. 925284309
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1.
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Names
of Reporting Persons.
Discovery
Equity Partners, L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
Illinois
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
None.
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8.
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Shared
Voting Power
225,777
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9.
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Sole
Dispositive Power
None.
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
6.4%
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14.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP
No. 925284309
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1.
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Names
of Reporting Persons.
Discovery
Group I, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
None.
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8.
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Shared
Voting Power
264,423
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9.
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Sole
Dispositive Power
None.
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
7.5%
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14.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 925284309
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1.
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Names
of Reporting Persons.
Daniel
J. Donoghue
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
None.
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8.
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Shared
Voting Power
264,423
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9.
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Sole
Dispositive Power
None.
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
7.5%
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 925284309
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1.
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Names
of Reporting Persons.
Michael
R. Murphy
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
None.
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8.
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Shared
Voting Power
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9.
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Sole
Dispositive Power
None.
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
7.5%
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14.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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Security
and Issuer
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This
Amendment No. 4 to Schedule 13D (“Amendment No. 4”)
relates to the Common Stock, no par value (the “Common Stock”), of
Versant Corporation, a California corporation (the “Company”), which has its
principal executive offices at 255 Shoreline Drive, Suite 450, Redwood
City, California 94065. This Amendment No. 4 amends and
supplements, as set forth below, the information contained in items 1, 3,
5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to
the Company on March 3, 2009, as amended by Amendment No. 1 filed by the
Reporting Persons with respect to the Company on March 12, 2009, Amendment
No. 2 filed by the Reporting Persons with respect to the Company on April
22, 2009 and Amendment No. 3 filed by the Reporting Persons with respect
to the Company on February 3, 2010 (as so amended, the “Schedule 13D”).
All capitalized terms used herein but not defined herein have the meanings
set forth in the Schedule 13D. Except as amended by this Amendment
No. 4, all information contained in the Schedule 13D is, after reasonable
inquiry and to the best of the Reporting Persons’ knowledge and belief,
true, complete and correct as of the date of this Amendment No.
4.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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Item
3 of the Schedule 13D is hereby amended to read in its entirety as
follows:
The
total purchase price for the 263,423 shares of Common Stock beneficially
owned by Discovery Group and Messrs. Donoghue and Murphy as of February 4,
2010 was approximately $3,694,065, and the total purchase price for the
225,777 shares of Common Stock beneficially owned by Discovery Equity
Partners was approximately $3,153,301. The source of such funds
was the assets of Discovery Equity Partners and another private investment
partnership (collectively, the “Partnerships”) over
which Discovery Group exercises discretionary investment management
authority, including proceeds of margin loans under margin loan facilities
maintained in the ordinary course of business by the Partnerships with a
broker on customary terms and conditions. The Partnerships are
the legal owner of all of the Common Stock beneficially owned by Discovery
Group and Messrs. Donoghue and
Murphy.
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Item
5
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Interests
in the Securities of the Issuer
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Item
5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
The
information concerning percentages of ownership set forth below is based
on 3,514,974 shares of Common Stock reported outstanding as of January 27,
2010 in the Company’s most recent Annual Report on Form 10-K, for the
period ended October 31, 2009.
Discovery
Equity Partners beneficially owns 225,777 shares of Common Stock as of
February 4, 2010, which represents 6.4% of the outstanding Common
Stock.
Discovery
Group beneficially owns 264,423 shares of Common Stock as of February 4,
2010, which represents 7.5% of the outstanding Common Stock.
Mr.
Donoghue beneficially owns 264,423 shares of Common Stock as of February
4, 2010, which represents 7.5% of the outstanding Common
Stock.
Mr.
Murphy beneficially owns 264,423 shares of Common Stock as of February 4,
2010, which represents 7.5% of the outstanding Common Stock.
Discovery
Group is the sole general partner of one of the Partnerships and has sole
discretionary investment authority with respect to the other Partnership’s
investment in the Common Stock. Messrs. Donoghue and Murphy are
the sole managing members of Discovery Group. As a consequence,
Discovery Group and Messrs. Donoghue and Murphy may be deemed to share
beneficial ownership of all of the shares of Common Stock owned by both of
the Partnerships.
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The
transactions in Common Stock effected by the Reporting Persons since the
date of the most recent filing on Schedule 13D are set out in Exhibit 1
hereto.
No
person other than the Partnerships is known to any Reporting Person to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock
reported herein.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Item
6 of the Schedule 13D is hereby amended to read in its entirety as
follows:
There
are no contracts, arrangements, understandings or relationships (legal or
otherwise) between or among any of the Reporting Persons and any other
person with respect to any securities of the Company other than the
governing documents of Discovery Group and the Partnerships, the margin
loan facilities referred to under Item 3 above, the Joint Filing
Agreements of the Reporting Persons with respect to the Schedule 13D that
were included as exhibits thereto, the Joint Filing Agreement of the
Reporting Persons with respect to this Amendment No. 4 included as Exhibit 2 to
this Amendment No. 4, and the Powers of Attorney granted by Messrs
Donoghue and Murphy with respect to reports under Section 13 of the
Securities Exchange Act of 1934, as amended, which Powers of Attorney are
included as Exhibit 3 and
Exhibit
4, respectively, to this Amendment No.
4.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1: List
of transactions by Reporting Persons in the Company’s Common Stock
since
the date of the most recent filing on Schedule
13D.
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Exhibit
2: Joint
Filing Agreement dated as of February 5, 2010, by and among Discovery
Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R.
Murphy.
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Exhibit
3: Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008.
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Exhibit
4: Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008.
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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February
5, 2010
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Date
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DISCOVERY
GROUP I, LLC,
for
itself and as general partner of
DISCOVERY
EQUITY PARTNERS, L.P.
By: Michael
R. Murphy*
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Signature
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Michael
R. Murphy, Managing Member
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Name/Title
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Daniel
J. Donoghue*
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Signature
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Daniel
J. Donoghue
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Name/Title
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Michael
R. Murphy*
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Signature
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Michael
R. Murphy
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Name/Title
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*By:
/s/ Mark Buckley
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Mark
Buckley
Attorney-in-Fact
for Daniel J. Donoghue
Attorney-in-Fact
for Michael R. Murphy
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Exhibit
Index
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Exhibit
1
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List
of transactions by Reporting Persons in the Company’s Common Stock since
the date of the most recent filing on Schedule
13D.
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Exhibit
2
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Joint
Filing Agreement dated as of February 5, 2010, by and among Discovery
Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R.
Murphy.
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Exhibit
3
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Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008.
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Exhibit
4
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Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008.
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