UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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)

May 15, 2012

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RAINMAKER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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	Delaware
(State or other jurisdiction of incorporation)
0-28009		33-0442860
(Commission File Number)		(IRS Employer Identification No.)
900 East Hamilton Ave. Campbell, CA		95008
(Address of principal executive offices)		(Zip Code)

(408) 626-3800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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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:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition.

The following information is being furnished pursuant to Item 2.02 of this Form 8-K.

On May 15, 2012, Rainmaker Systems, Inc. (the “Company”) issued a press release reporting financial results for the three months ended March 31, 2012. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The press release discloses certain financial measures, such as non-GAAP net loss, EBITDA and adjusted EBITDA, which may be considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. These measures should be considered in addition to, not as a substitute for, or superior to, financial measures prepared in accordance with generally accepted accounting principles. The non-GAAP financial measures included in our press release have been reconciled to what we believe is the nearest GAAP measure as is required under SEC rules regarding the use of non-GAAP financial measures.

As used herein, “GAAP” refers to accounting principles generally accepted in the United States.

Section 7 – Regulation FD

Item 7.01 – Regulation FD Disclosure.

The information set forth in Item 2.02 of this Form 8-K is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 15, 2012, issued by Rainmaker Systems, Inc., reporting financial results for the three months ended March 31, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RAINMAKER SYSTEMS, INC.
	(Registrant)
May 15, 2012	/s/ Timothy Burns
Date	(Signature)
	By: Timothy Burns
	Title: Chief Financial Officer