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~~ REPORT

~~Date~~PURSUANT TO ofSECTION ~~report (Date of earliest event reported): August~~ 13, ~~2007~~OR 15(~~August~~d) ~~13,~~OF ~~2007)~~THE

~~Verso~~SECURITIES EXCHANGE ~~Technologies,~~ACT ~~Inc.~~ OF 1934

Date of report (Date of earliest event reported): April 28, 2008 (April 21, 2008)

Verso Technologies, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-22190	041-~~22190~~1484525	~~41-1484525~~
(State or otherjurisdiction ofincorporation)		(Commission File Number)	(IRS EmployerIdentificationNo.)
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of		Identification
incorporation)		No.)

400 Galleria Parkway, Suite 200, Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (678) 589-3500

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))

oItem ~~Soliciting~~1.03 ~~material~~Bankruptcy ~~pursuant~~or ~~to Rule 14a-12 under the Exchange Act (17 CFR 240~~Receivership.~~14a-12)~~

oOn ~~Pre-commencement~~April 25, ~~communications~~2008, ~~pursuant~~each toof ~~Rule 14d-2~~Verso Technologies, Inc., a Minnesota corporation (bthe “Company”), and its subsidiaries Verso Verilink, LLC, sentitO Networks, Inc., Verso Backhaul Solutions, Inc. and Telemate.Net Software, Inc. (collectively, the “Debtors”), filed a voluntary petition for relief under Chapter 11 of the United ~~Exchange~~States ~~Act~~Bankruptcy Code (17the ~~CFR~~“Bankruptcy ~~240.14d-2~~Code”) with the United States Bankruptcy Court, Northern District of Georgia (bthe “Bankruptcy Court”)). The Bankruptcy Court assumed jurisdiction over the assets of the Debtors as of the date of the filing of the bankruptcy petitions. The Company anticipates that it will be a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company also anticipates that it will file with the Bankruptcy Court, and seek its confirmation of, a plan of liquidation with respect to the Debtors’ assets.

oThe Company ~~Pre-commencement~~has ~~communications~~appointed ~~pursuant~~John toL. ~~Rule 13e-4~~Palmer of NachmanHaysBrownstein, Inc. as the chief administrative officer (c“CAO”) ~~under~~of the ~~Exchange~~Company ~~Act~~and ~~(17~~will ~~CFR~~seek ~~240~~an order from the Bankruptcy Court authorizing such appointment.~~13e-4(c))~~ As CAO, Mr. Palmer will be empowered to, on behalf of the Company, execute, certify and file petitions under Chapter 11 and to take any and all action he deems necessary in connection with the Debtors’ Chapter 11 filing.

Item 2.0204 ~~Results~~Triggering ofEvents ~~Operations~~That ~~and~~Accelerate or Increase a Direct Financial ~~Condition~~Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

~~The~~On ~~information~~April 21, in2008, ~~Item 2~~the Company was notified by LV Administrative Services, Inc.02, administrative ofand ~~this~~collateral ~~Current~~agent ~~Report~~for isLaurus ~~being~~Master ~~furnished~~Fund, Ltd., Valens Offshore SPV II, Corp. and ~~shall~~Valens ~~not~~U.S. SPV I, LLC, the Company’s senior lenders be(collectively, ~~deemed~~the “~~filed~~Senior Lenders”), ~~for~~that ~~the~~certain ~~purposes~~events of ~~Section 18~~default ofhad occurred under the ~~Securities~~Company’s ~~Exchange~~revolving ~~Act~~credit offacility ~~1934,~~with asthe Senior Lenders ~~amended~~and, oraccordingly, ~~otherwise~~the ~~subject~~Senior Lenders have accelerated the payment of all indebtedness owed by the Company to the ~~liabilities~~Senior Lenders and have demanded immediate payment of such ~~section.~~indebtedness ~~The~~in ~~information~~immediately inavailable ~~Item 2~~funds.02 As of ~~this~~April ~~Current~~25, ~~Report~~2008, ~~shall~~the ~~not~~Company beowes ~~incorporated~~the bySenior ~~reference~~Lenders ~~into~~an ~~any~~aggregate ~~registration~~of ~~statement~~$6.5 ormillion in principal amount, ~~document~~accrued ~~pursuant~~interest and default and other fees. The Company’s indebtedness to the Senior ~~Securities~~Lenders ~~Act~~is secured by all of ~~1933,~~the asassets ~~amended~~of the Debtors.

OnAs ~~August 13~~a result of certain cross-default provisions, ~~2007~~the occurrence of the events of default under the Company’s revolving credit facility have triggered events of default under the (i) Company’s 6% Senior Unsecured Convertible Debentures issued on February 4, ~~Verso~~2005 ~~Technologies~~(the “Debentures”) and (ii) that certain Loan and Security Agreement, ~~Inc.~~dated as of February 13, 2003, between the Company and Clarent Corporation (“~~Verso~~Clarent”) ~~issued~~and athat ~~press~~certain ~~release~~Secured ~~announcing~~Subordinated ~~its~~Promissory ~~second~~Note ~~quarter~~made ~~2007~~by ~~results.~~the ACompany ~~copy~~in favor of ~~that~~Clarent ~~press~~on ~~release~~February is12, ~~attached~~2003, each as amended ~~Exhibit 99~~(together, the “Clarent Loan Agreement”).1 As toof ~~this~~April 25, ~~Current~~2008, ~~Report~~the aggregate indebtedness of the Company under the Debentures and the Clarent Loan Agreement was $6.2 million and $3.0 million, respectively.

~~Exhibit 99.1~~As toa result ~~this~~of ~~Current~~the ~~Report~~occurrence ~~contains~~of ~~Verso’s~~an ~~calculations~~event ~~regarding~~of ~~(i) free~~default ~~cash~~under ~~flow~~the Debentures, the ~~(“FCF”)~~Company ~~from~~is ~~continuing~~obligated ~~operations~~to ~~(defined~~redeem asall ~~net~~or ~~cash~~any ~~used~~portion inof orthe ~~provided~~Debentures byas ~~continuing~~may be ~~operations~~specified ~~less~~in ~~capital~~a ~~expenditures)~~written ~~and~~notice (~~ii) non-GAAP~~a ~~operating~~“Redemption ~~expenses~~Notice”) ~~(defined~~delivered asto ~~operating~~the Company ~~expenses~~by ~~calculated~~one inor ~~accordance~~more ~~with~~holders ~~generally~~thereof ~~accepted~~at ~~accounting~~a ~~principles~~price inequal to 101% of the ~~United~~unpaid principal ~~States~~amount ~~(“GAAP”),~~of ~~excluding~~the ~~reorganization~~Debentures ~~costs~~being ~~and~~redeemed ~~stock-based~~plus ~~compensation),~~all ~~which~~accrued ~~are~~and ~~both~~unpaid interest ~~“non-GAAP~~thereon. If ~~financial~~the ~~measures”~~Company asdoes ~~defined~~not inredeem ~~Item 10~~the ofDebentures ~~Regulation S-K.~~within ~~Exhibit 99.1~~5 business ~~also~~days ~~contains~~of ~~a quantitative~~the ~~reconciliation~~redemption ofpayment ~~FCF~~date ~~from~~specified ~~continuing~~in ~~operations~~the toRedemption ~~net~~Notice, ~~cash~~then ~~used~~the inunredeemed ~~continuing~~Debentures ~~operations and~~shall ~~non-GAAP~~accrue ~~operating~~interest ~~expenses~~at toa ~~GAAP~~default ~~operating~~interest ~~expenses,~~rate of ~~which~~12% ~~Verso~~per ~~believes~~annum ~~are~~commencing with the ~~most directly~~redemption ~~comparable~~payment ~~financial~~date ~~measurements~~and ~~calculated~~until inthe redemption ~~accordance~~payment ~~with~~is ~~GAAP~~made.

InAs ~~Exhibit 99.1~~a result toof ~~this~~the ~~Current~~occurrence ~~Report,~~of ~~Verso~~an ~~provides~~event ~~supplemental~~of ~~information~~default ~~regarding~~under ~~its operational~~the ~~performance~~Clarent ~~using~~Loan Agreement, ~~FCF~~all ~~from~~indebtedness ~~continuing~~owned ~~operations~~by ~~and~~the ~~non-GAAP~~Company ~~operating~~thereunder ~~expenses.~~has ~~FCF~~become ~~from~~immediately ~~continuing~~due ~~operations~~and ~~reflects~~payable. The ~~Verso~~Company’s ~~net~~indebtedness ~~cash~~to ~~flow~~Clarent ~~from~~is secured ~~continuing~~by ~~operations~~a ~~activities less~~security ~~capital~~interest ~~expenditures.~~in ~~Non-GAAP~~the ~~operating~~assets ~~expenses~~which ~~represent~~the ~~GAAP~~Company ~~operating~~purchased ~~expenses excluding~~from ~~charges~~Clarent ~~that~~in ~~are~~February ~~considered~~2003, bywhich ~~management~~security tointerest beis ~~outside~~subordinated ~~of Verso’s core operating results and certain non-cash expenses related~~ to ~~stock-based compensation. Verso uses FCF from continuing~~the ~~operations~~security ~~and~~interest ~~non-GAAP~~of ~~operating~~the ~~expenses,~~Senior ~~among other measures, to evaluate its operating performance~~Lenders.

~~Verso’s~~Item management believes FCF from continuing operations provides investors with an important perspective on the cash available to service debt, make strategic acquisitions and investments, maintain its capital assets, and fund ongoing operations and working capital needs3. As01 aNotice ~~result, FCF from continuing operations is a significant measure~~ of ~~Verso’s~~Delisting ~~ability to generate long-term value. It is useful for investors to know whether this ability is being enhanced~~ or ~~degraded~~ asFailure ~~a result of Verso’s operating performance. Verso believes the presentation of FCF from continuing operations is relevant and useful for investors because it allows investors~~ to ~~view performance~~Satisfy in a ~~manner~~Continued ~~similar~~Listing toRule ~~the~~or ~~method~~Standard; ~~used~~Transfer ~~by management. Verso further believes that FCF from continuing operations is also a primary measure used externally by Verso’s investors and analysts in its industry for purposes~~ of ~~valuation and comparing the operating performance of Verso to other companies in its industry~~Listing.

~~Verso’s~~On ~~management~~April ~~uses~~22, 2008, The Nasdaq Stock Market LLC (the ~~non-GAAP~~“Nasdaq”) ~~financial~~notified ~~measures~~the toCompany ~~evaluate~~that, ~~Verso~~based upon the Nasdaq’s review ~~historical~~of ~~and prospective~~the ~~financial~~Company’s ~~performance~~Annual inReport on Form 10-K for the ~~ordinary~~year ~~course~~ended December 31, 2007, the staff of ~~business.~~the ~~Verso~~Nasdaq ~~believes~~(the “Staff”) determined that the Company no ~~providing~~longer tosatisfies ~~its~~Nasdaq ~~investors~~Marketplace Rule 4310(c)(3) (the ~~non-GAAP~~“Rule”) ~~financial~~which ~~measures,~~requires that inthe ~~addition~~Company tohave ~~the~~either ~~most~~(i) ~~comparable~~a ~~GAAP presentation~~minimum of $2,500,000 ~~allows~~of ~~the~~stockholders’ equity, ~~investors~~(ii) toa ~~better~~$35,000,000 ~~evaluate~~market ~~Verso’s~~value ~~progress~~of ~~and~~listed ~~its~~securities ~~financial~~or ~~results~~(iii) $500,000 ~~over~~of ~~time~~net ~~and~~income tofrom ~~compare~~continuing ~~Verso’s~~operations ~~results~~for ~~with~~ the ~~results~~most recently completed fiscal year or two of ~~Verso’s~~the ~~competitors~~three most recently completed fiscal years.

2As a result of the Company’s noncompliance with the Rule, the Staff is reviewing the Company’s eligibility for continued listing on the Nasdaq Capital Market. To facilitate this review, the Company must provide to the Nasdaq on or before May 7, 2008, a specific plan to achieve and sustain compliance with all of the Nasdaq Stock Market’s listing requirements, including the time frame for completion of the plan. If the Staff determines that the Company’s plan does not adequately address the issues noted in the Nasdaq’s notice, then the Staff will provide written notification to the Company that its securities will be delisted.

The notice from the Nasdaq also informed the Company that Nasdaq Marketplace Rule 4803(a) requires that the Company, no later than April 28, 2008, make a public announcement through the news media which discloses receipt of the notice and the Nasdaq rules upon which it is based. If the Company does not make the required public announcement, then trading in the Company’s common stock will be halted.

Presently, the Company has not formulated, and does not believe it will formulate by May 7, 2008, a plan to address the issues noted in the Nasdaq notice. In addition, the Company has not made, and does not anticipate making, the public announcement required by the Nasdaq Marketplace Rule 4803(a). Accordingly, the Company believes that trading in its common stock will be halted and that the common stock will be delisted from the Nasdaq Capital Market.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August 8~~April 23, ~~2007 (the “Separation Date”)~~2008, ~~Verso~~E. ~~terminated~~Kenneth ~~Yves~~Greenwald resigned ~~Desmet~~ from his position as ~~Verso’s~~ ~~Senior~~a ~~Vice~~director ~~President~~ of ~~World Sales. Verso has agreed to provide Mr. Desmet from~~ the ~~Separation~~ ~~Date through October 31, 2007 with such base compensation which Mr~~Company. ~~Desmet received prior to the Separation Date in exchange for Mr. Desmet providing to Verso during such period certain transition services as may be reasonably requested by Verso.~~

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Shell Company Transactions. None. (d) Exhibits.

99.1 Press release dated August 13, 2007.

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.

VERSO TECHNOLOGIES, INC. By: /s/ ~~Martin~~John DL. ~~Kidder~~Palmer ~~Martin~~John DL. ~~Kidder~~Palmer, Chief ~~Financial~~Administrative Officer

Dated: ~~August 13~~ April 28, ~~2007~~ 2008

EXHIBIT INDEX

99.1 Press Release dated August 13, 2007.

Filing Compare · VERSO TECHNOLOGIES INC