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)

June 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 1 - Registrant's Business and Operations

Item 1.01 - Entry into a Material Definitive Agreement.

On June 15, 2012, Rainmaker Systems, Inc. (the “Company”) finalized a Statement of Work (“SOW”) under its Master Services Agreement (“MSA”) with Comcast Cable Communications Management, LLC (“Comcast”) under which the Company will provide its e-commerce platform and telesales services to drive subscription sales to business customers for certain Comcast products and services. The SOW is the result of a successful conversion of a pilot program. The initial term of the SOW is thirty-one months measured from June 1, 2012 through December 31, 2014, with renewal options thereafter. The SOW may be terminated prior to the expiration of its term upon 90 days notice. The SOW is based on a revenue share model under which the Company will share a percentage of the revenue generated under the program. Revenue from all business with Comcast is expected to exceed $10 million over the next thirty-one months. The Company will be requesting confidential treatment for certain portions of the MSA and SOW and intends to file a redacted copy of the MSA and SOW with its Form 10-Q for the fiscal quarter ending June 30, 2012.

This Form 8-K contains forward-looking statements. These statements relate to future events or our future financial performance. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under Part 1 Item 1A - "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC on March 30, 2012 and amended on April 30, 2012, that may cause our, or our industry's, actual results, levels of activity, performance or achievements expressed to be materially different from any future results, levels of activities, performance or achievements expressed in or implied by such forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We assume no obligation to update such forward-looking statements publicly for any reason even if new information becomes available in the future, except as may be required by law.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits. None.

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)
June 20, 2012	/s/ Timothy Burns
Date	(Signature)
	By: Timothy Burns
	Title: Chief Financial Officer