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): December 1620, 2012

VERSANT CORPORATION

(Exact name of Registrant as Specified in its Charter)



California	000-28540	94-3079392
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

255 Shoreline Drive, Suite 450

Redwood City, California 94065

(Address of Principal Executive Offices, including Zip Code)

(650) 232-2400

(Registrant's 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~~Introductory ~~8.01: Other Events~~Note

~~This~~On ~~Report~~December on21, ~~Form~~2012, ~~8-K~~Versant isCorporation, ~~being~~a ~~filed~~California bycorporation ~~Versant Corporation~~ (“Versant” or the “Company”), ~~pursuant~~completed toits anacquisition ~~agreement~~by inActian ~~principle~~Corporation, ~~regarding~~a ~~settlement~~Delaware ofcorporation ~~certain~~(“Actian”), ~~litigation~~pursuant ~~relating~~ to the ~~previously~~terms ~~announced~~of the Agreement and Plan of Merger, dated as of November 21, 2012, (among the ~~“Merger~~Company, Actian ~~Agreement”)~~and ~~among~~Actian ~~Versant~~Sub I, ~~Actian Corporation~~Inc., a ~~Delaware~~California corporation (“~~Actian~~Merger Sub”) and ~~Actian~~a ~~Sub~~wholly-owned I,subsidiary ~~Inc.~~of Actian, aproviding ~~California~~for ~~corporation~~the (“merger of Merger Sub with and into Versant (the “Merger”)., after which Versant continues as the surviving corporation and as a wholly-owned subsidiary of Actian.

~~Settlement~~At the time the Merger became effective (the “Effective Time”), each share of ~~Certain~~common ~~Litigation~~stock of Versant (the “Versant Common Stock”) that was issued and outstanding immediately prior to the Effective Time (other than dissenting shares of Versant Common Stock and any shares of Versant Common Stock owned by any of: Versant, a wholly owned subsidiary of Versant, Actian, Merger Sub or another wholly-owned subsidiary of Actian) was canceled and converted into the right to receive $13.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). At the Effective Time, all holders of shares of Versant Common Stock outstanding prior to the Effective Time ceased to have any rights as shareholders of Versant other than the right to receive the Merger Consideration. In addition, as of the Effective Time:

As• ~~previously~~each ~~reported~~option byto ~~the~~purchase ~~Company,~~Versant ~~most~~Common ~~recently~~Stock inthat awas ~~definitive~~outstanding ~~proxy~~and ~~statement~~unexercised ~~filed~~immediately onprior ~~November~~to ~~30,~~the ~~2012,~~Effective ~~Versant~~Time ~~and~~(each, ~~various~~an ~~members~~“Option”) ofwas ~~its~~cancelled ~~board~~and ofeach ~~directors~~Option ~~have~~with ~~been~~an ~~named~~exercise asprice ~~defendants~~per inshare ~~two~~of ~~purported~~less ~~class~~than ~~action~~$13.00 ~~lawsuits~~entitled ~~arising~~the ~~from~~holder ~~Versant's~~thereof ~~entry~~to ~~into~~receive, ~~and~~in ~~announcement~~respect onof ~~September~~such 28Option, ~~2012 of~~ an ~~Agreement~~amount ~~and Plan~~ of ~~Merger~~cash ~~with~~equal ~~UNICOM~~to ~~Systems,~~the ~~Inc.~~ (~~“UNICOM”~~i) ~~for a proposed merger of Versant with and into a wholly owned subsidiary of UNICOM (~~the ~~“UNICOM~~amount ~~Merger~~by ~~Agreement”).~~which ~~The two lawsuits, Mornard v~~$13.00 ~~Versant~~per ~~Corporation~~share etexceeded ~~al., Case No. CIV517433 (~~the ~~“Mornard~~exercise ~~Action”)~~price ~~and~~per ~~McDermott~~share v.of ~~Versant~~such ~~Corporation~~Option etmultiplied ~~al.,~~by ~~Case No. CIV517809~~ (~~the “McDermott Action”~~ii) ~~were filed in~~ the ~~Superior~~number ~~Court~~ of ~~the~~shares ~~State~~ of ~~California. Following~~Versant ~~the~~Common ~~termination~~Stock ofas ~~the~~to ~~UNICOM~~which ~~Merger~~such ~~Agreement~~Option was vested and ~~Versant's~~exercisable ~~entry~~as ~~into~~of ~~and~~immediately ~~announcement~~prior ofto the ~~Merger~~Effective ~~Agreement~~Time, ~~with~~without ~~Actian~~interest and ~~Merger~~less ~~Sub~~any ~~which~~applicable ~~provides~~withholding ~~for~~taxes; ~~the merger of Merger Sub with~~ and ~~into Versant~~

• ~~(the~~each ~~“Actian~~restricted ~~Merger”),~~stock ~~plaintiff~~unit into ~~the~~acquire ~~Mornard~~Versant ~~Action~~Common ~~filed~~Stock athat ~~consolidated~~was ~~amended~~outstanding ~~class~~immediately ~~action~~prior ~~complaint~~to (the ~~“Amended~~Effective ~~Complaint”).~~Time ~~The~~(each, ~~Amended~~an ~~Complaint~~“RSU”) was ~~filed~~cancelled ~~on December 4, 2012, alleging, among other things, that certain directors of Versant, allegedly aided~~ and ~~abetted~~entitled bythe ~~Versant,~~holder ~~breached~~thereof ~~their fiduciary duties~~ to ~~Versant's~~receive, ~~shareholders~~ in ~~connection~~respect ~~with the proposed acquisition~~ of ~~Versant~~such ~~by Actian in the Actian Merger~~RSU, ~~and~~an byamount ~~purportedly~~in ~~omitting~~cash ~~material~~equal ~~information from the definitive proxy statement relating~~ to the ~~proposed~~product ~~Actian~~of ~~Merger. Neither~~(i) ~~Actian or the Merger Sub were named as defendants in the Amended Complaint~~$13. On00 ~~December~~per ~~14,~~share ~~2012,~~multiplied ~~the~~by ~~parties~~(ii) in the ~~Mornard~~number ~~Action~~of ~~and~~shares ~~the~~of ~~McDermott~~Versant ~~Action~~Common ~~signed~~Stock aas ~~stipulation and proposed order~~ to ~~consolidate~~which ~~the~~such ~~lawsuits~~RSU ~~under~~was ~~the~~vested ~~heading~~as Inof reimmediately ~~Versant~~prior ~~Corp.~~to ~~Shareholder Litigation (Lead Case No. CIV517433) (~~the ~~“Shareholder~~Effective ~~Litigation”). The~~Time, ~~consolidation~~without ~~stipulation~~interest inand ~~the~~less ~~Shareholder~~any ~~Litigation~~applicable iswithholding ~~subject to approval by the Court~~taxes.

OnThe ~~December~~aggregate ~~16,~~purchase ~~2012,~~price ~~the~~for defendants reached agreement in principle with the plaintiffs regarding settlement of the Shareholder Litigation. In connection with the settlement contemplated by that agreement in principle, the lawsuits and all ~~claims~~equity ~~asserted~~securities ~~therein will be dismissed. The terms~~ of the ~~settlement~~Company ~~contemplated~~was byapproximately that agreement in principle require that Versant make certain additional disclosures related to the Merger, which are contained in this Report on Form 8-K. The parties also agreed that plaintiffs may seek attorneys' fees and costs in an aggregate amount up to $~~237,500, if such fees and costs are approved by the Court, to be paid by Versant~~36.6 ~~Under~~million ~~the~~plus ~~agreement~~transaction ~~in principle, there will be no other settlement payment by Versant or any of the members of Versant's board of directors~~expenses. The agreement in principle further contemplates that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including Court approval following notice to Versant's shareholders. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the Court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the Court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the agreement in principle. If the settlement is finally approved by the Court, it will resolve and release all claims in the Shareholder Litigation that were or could have been brought, including but not limited to challenging any aspect of the proposed Actian ~~Merger,~~financed the ~~Merger~~transaction ~~Agreement,~~with ~~and~~cash ~~any~~on ~~disclosure made in connection therewith, pursuant to terms that will be disclosed to shareholders prior to final approval of the settlement~~hand.

~~SUPPLEMENT~~The TOforegoing ~~DEFINITIVE~~description ~~PROXY~~of ~~STATEMENT~~the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on November 21, 2012 with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference in this Current Report on Form 8-K.

InItem ~~connection~~2.01 ~~with~~Completion ~~the settlement~~ of ~~certain~~Acquisition ~~outstanding~~or ~~shareholder~~Disposition ~~litigation~~of as described in this Form 8-K, Versant has agreed to make these supplemental disclosures to the definitive proxy statement dated November 30, 2012. This supplemental information should be read in conjunction with the definitive proxy statement, which should be read in its entirety. Assets

~~Background~~The information in Item 5.01 of ~~the~~this ~~Merger~~Current Report on Form 8-K is hereby incorporated in this Item 2.01 by reference.

~~The~~Item ~~following~~3.01 ~~disclosure~~Notice ~~supplements the discussion at page 24~~ of ~~the~~Delisting ~~proxy~~or ~~statement~~Failure ~~concerning~~to ~~the~~Satisfy ~~parties~~a ~~contacted~~Continued byListing ~~RBC~~Rule ~~Capital~~or ~~Markets,~~Standard; ~~LLC~~Transfer ~~(“RBC”) on behalf~~ of ~~Versant to ascertain their interest in a possible strategic transaction:~~ Listing.

In ~~January~~connection ~~and~~with ~~February~~the closing of ~~2011~~the Merger, ~~RBC contacted~~ on ~~behalf~~December of20, ~~the~~2012 ~~Company~~Versant ~~twenty-six~~notified ~~strategic~~the ~~and~~NASDAQ ~~financial~~Stock ~~parties. In~~Market ~~determining~~LLC ~~parties~~(“NASDAQ”) toof ~~contact~~the ascompletion ~~part~~ of the ~~process,~~Merger ~~the~~to ~~Board,~~be ineffective ~~consultation~~on ~~with~~December ~~management~~21, 2012 and ~~RBC,~~its ~~identified~~determination ~~parties~~to ~~who~~withdraw ~~either~~the ~~develop~~Versant orCommon ~~sell~~Stock ~~enterprise~~from ~~infrastructure~~listing ~~software~~on ~~solutions~~Nasdaq orand ~~who~~requested ~~have~~NASDAQ ~~been~~to, ~~historically~~among ~~acquisitive~~other ofthings, ~~enterprise~~suspend ~~infrastructure~~trading ~~software~~of ~~solutions. Of~~Versant's ~~these~~common ~~parties,~~stock ~~sixteen~~on ~~were~~the ~~strategic~~NASDAQ ~~parties~~Capital ~~and~~Market ~~ten~~prior ~~were~~to ~~financial~~commencement ~~parties.~~

~~The~~of ~~following~~trading ~~disclosure~~on ~~supplements~~December 21, 2012 and file with the ~~discussion~~SEC ata ~~page~~Form 2725 ofto delist the ~~proxy~~Versant ~~statement~~Common ~~concerning~~Stock from the ~~parties~~NASDAQ ~~contacted~~Capital byMarket ~~RBC~~and onderegister ~~behalf~~the of Versant toCommon ~~ascertain~~Stock ~~their~~under ~~interest~~Section in12(b) aof ~~possible~~the ~~strategic~~Exchange ~~transaction:~~Act.

~~From~~Item ~~December 28, 2011 until January 16, 2012, pursuant to the Board's direction, RBC contacted a total of seventeen strategic and financial parties, in addition to Party E~~3.03 InMaterial ~~determining~~Modification ~~parties~~ to ~~contact~~Rights ~~as part~~ of ~~the~~Security process, the Board, in consultation with management and RBC, identified parties who either develop or sell enterprise infrastructure software solutions or who have been historically acquisitive of enterprise infrastructure software solutionsHolders. ~~Of these parties, thirteen had been previously contacted by RBC and four had not. Nine parties were strategic parties and eight were financial parties.~~

The ~~following~~information ~~disclosure~~in ~~supplements~~ the ~~discussion~~Introductory atNote ~~page 36~~ of ~~the~~this ~~proxy~~Current ~~statement~~Report ~~concerning the parties contacted by RBC~~ on ~~behalf~~Form ~~of Versant during the “go~~8-~~shop”~~K ~~period~~is ~~specified~~incorporated in ~~the~~this ~~UNICOM~~Item ~~Merger~~3.03 ~~Agreement:~~by reference.

~~During~~Item ~~the go-shop period, RBC contacted a total of 34 strategic and financial parties~~5. Of01 ~~the~~Changes ~~thirty-four parties, twenty-one had been previously contacted by RBC and five initially contacted either RBC or the Company~~ in ~~response~~Control ~~to the announcement~~ of ~~the “go-shop” period~~Registrant. ~~Eight of the total strategic and financial parties had previously submitted indications of interest and four of the eight parties had submitted indications of interest on or around mid-January 2012.~~

The ~~following~~information ~~disclosure~~in ~~supplements~~ the ~~discussion~~Introductory atNote ~~page~~and 37Items 3.01 and 5.02 of ~~the~~this ~~proxy~~Current ~~statement~~Report ~~concerning~~on ~~the~~Form ~~Board's~~8-K ~~appraisal~~is ofincorporated ~~the~~in ~~proposal~~this ofItem ~~“Party~~5.01 ~~N”:~~by reference.

~~Late~~Item on5.02 ~~October~~Departure 29, 2012, RBC received a proposal from Party N regarding a potential business combination between the Company and Party N but the proposal provided no specific information regarding the financial terms of ~~such~~Directors ~~a proposal~~ or ~~the~~Principal ~~proposed~~Officers; ~~allocation~~Election of ~~equity~~Directors; ~~ownership~~Appointment inof ~~the~~Certain ~~proposed~~Officers; ~~combined~~Compensatory ~~company,~~Arrangements ~~and~~of ~~this~~Certain did not provide the Board sufficient information or specificity to evaluate the proposal or to make a determination that Party N was a “qualified go-shop bidder” as defined in the UNICOM Merger AgreementOffices. The go-shop period specified in the UNICOM Merger Agreement expired at 11:59 P.M., New York City time that day and after such expiration the UNICOM Merger Agreement prohibited the Company from initiating further discussions or negotiations with Party N as Party N was not a “qualified go-shop bidder”.

The ~~following~~information ~~disclosure~~in ~~supplements~~ the ~~discussion~~Introductory atNote ~~page~~of 38this ofCurrent ~~the~~Report ~~proxy~~on ~~statement~~Form ~~concerning~~8-K ~~the~~is ~~Board's~~incorporated ~~appraisal~~in ofthis ~~the~~Item ~~proposal~~5.02 ofby ~~“Party~~reference. ~~Q”:~~

OnAs ~~November~~of ~~17, 2012,~~ the ~~Board~~Effective ~~reviewed~~Time of the ~~business~~Merger ~~combination~~on ~~proposal~~December ~~submitted~~21, by2012, ~~Party~~Uday QBellary, ~~which~~Anthony ~~did~~Bettencourt, ~~not~~Dr. ~~afford~~Robert ~~the~~Brammer, ~~Company's~~William ~~shareholders~~Henry ~~the~~Delevati, ~~opportunity~~Herbert toMay ~~fully liquidate their investment in the Company~~ and ~~would~~Bernhard ~~involve~~Woebker, ~~investment~~who incomprised aall ~~combined~~of ~~company~~the ~~with~~members ~~a different business model. After consideration~~ of ~~Party Q~~Versant's ~~business,~~board ~~margins~~of ~~and~~directors at the ~~historical~~time ~~trading prices~~ of ~~comparable~~the ~~companies~~Merger, ~~the~~resigned ~~Board~~from ~~deemed it unlikely that~~ the ~~total~~board ~~merger~~of ~~consideration~~directors of ~~Party~~Versant ~~Q's proposal would attain a value as financially valuable to shareholders as Actian's proposal. Management~~ and ~~RBC~~the ~~raised~~directors ~~these~~of ~~issues~~Merger ~~with~~Sub ~~Party~~became Q,the ~~who~~members ~~did~~of ~~not~~the ~~respond~~board toof ~~them~~directors ~~and~~of ~~appeared~~Versant toas ~~have~~of ~~ceased~~the ~~its~~Effective ~~proposal activity~~Time.

~~Additional~~In ~~Information~~addition, ~~About~~at the ~~Proposed~~Effective Time, the Board-appointed officers of Versant in office at the time of the Merger, including Bernhard Woebker, (Chief Executive Officer and ~~Where~~President), toJerry ~~Find~~Wong It(Vice President, Finance, Chief Financial Officer and Secretary) and Paul McCullugh (Executive Vice President of Worldwide Sales and Marketing) resigned their offices, but not their employment as of the Effective Time, with Versant and the officers of Merger Sub became the officers of Versant. Mr. Wong's resignation of his officer position, constituted a “Good Reason Event” as that term is defined in that certain Retention Incentive Agreement dated as of September 9, 2009 between Versant and Jerry Wong and as further discussed in the Versant definitive proxy statement on Schedule 14A filed with the SEC on November 30, 2012.

~~Versant~~Item ~~has filed with the Securities and Exchange Commission a definitive proxy statement and other relevant materials relating to the proposed Merger with Actian~~5.03 ~~The~~Amendment ~~definitive proxy statement was mailed on or about December 4, 2012~~ to ~~Versant~~Articles ~~shareholders~~ of ~~record~~Incorporation as of the close of business on November 29, 2012. INVESTORS AND SECURITY HOLDERS OF VERSANT ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELATED DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain free copies of the definitive proxy statement and other documents filed by Versant with the SEC free of charge at the Web site maintained by the SEC at http://www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Versant by contacting Versant Investor Relations at (650) 232-2400, Attn: Jerry Wong, or ~~Versant~~Bylaws; ~~Corporation,~~Change ~~255~~in ~~Shoreline~~Fiscal ~~Drive, Suite 450 Redwood City, California 94065, USA, or at the Versant Investor Relations website at http://www~~Year.versant.com/company/investor-relations/sec-filings. Investors and security holders of Versant are urged to read the definitive proxy statement and the other relevant materials before making any voting or investment decision with respect to the proposed Merger.

~~Versant~~The ~~and~~information ~~its directors, executive officers, and employees may be deemed to be participants~~ in the ~~solicitation~~Introductory ofNote ~~proxies from the shareholders~~ of ~~Versant~~this inCurrent ~~connection~~Report ~~with~~on ~~the~~Form ~~proposed~~8-K ~~merger and related items. Information regarding the directors and executive officers of Versant and their ownership of Versant stock~~ is ~~set~~incorporated ~~forth~~ in ~~Versant's~~this ~~definitive~~Item ~~proxy statement concerning the proposed Actian merger, which was filed with the SEC on November 30, 2012~~5.03 ~~Investors and shareholders may obtain additional information regarding the interests of those participants~~ by ~~reading the definitive proxy statement relating to the proposed merger~~reference. ~~Investors and shareholders can obtain a copy of that proxy statement free of charge at the Web site maintained by the SEC at http://www.sec.gov.~~

Pursuant to the Merger Agreement, at the Effective Time, Versant's articles of incorporation were amended and restated as set forth in an exhibit to the Merger Agreement. In connection with the consummation of the Merger, Versant's bylaws were amended and restated to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. The amended and restated articles of incorporation and amended and restated bylaws of the Company are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.


Item 5.07	Submission of Matters to a Vote of Security Holders.

A special meeting of Versant's shareholders was held on December 20, 2012 (the “Special Meeting”). Set forth below are descriptions of the matters voted on at the Special Meeting and the results of the voting at the Special Meeting.


1.	Proposal to approve the principal terms of the Agreement and Plan of Merger, dated as of November 21, 2012, by and among Versant, Actian Corporation and Actian Sub I, Inc. and the Merger of Actian Sub I, Inc. into Versant provided for in such agreement



For	Against	Abstain	Broker Non-Vote
1,925,722	15,472	153	—


2.	Proposal to approve, on a non-binding advisory basis, certain “golden parachute” compensation that may be paid to or become payable to Versant's named executive officers in connection with the Merger.



For	Against	Abstain	Broker Non-Vote
1,885,127	38,227	17,993	—


3.	The proposal to approve the adjournment of the Special Meeting to a later time or date was withdrawn as it was not necessary because there were sufficient votes at the time of the special meeting to approve the adoption of the Merger Agreement and no other business properly came before the Special Meeting.


Item 7.01	Regulation FD Disclosure.

On December 21, 2012, Actian issued a press release announcing the closing of the Merger, the text of which is attached hereto as Exhibit 99.1.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.


2.1	Agreement and Plan of Merger, dated as of November 21, 2012, by and among Actian Corporation, Actian Sub I, Inc., and Versant Corporation (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on November 21, 2012).


3.1	Amended and Restated Articles of Incorporation of Versant Corporation.


3.2	Amended and Restated Bylaws of Versant Corporation.


99.1	Press Release issued on December 21, 2012.

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.

VERSANT CORPORATION

Date: December 1721, 2012

By: /s/ ~~Jerry~~Marc ~~Wong______________________~~Monahan

~~Jerry~~Marc ~~Wong~~Monahan, ~~Chief~~Chairman ~~Financial~~of ~~Officer~~the Board

EXHIBIT INDEX



Exhibit		Description
2.1		Agreement and Plan of Merger, dated as of November 21, 2012, by and among Actian Corporation, Actian Sub I, Inc., and Versant Corporation (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on November 21, 2012).
3.1		Amended and Restated Articles of Incorporation of Versant Corporation.
3.2		Amended and Restated Bylaws of Versant Corporation.
99.1		Press Release issued on December 21, 2012.

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