8-K

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)

July 27, 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)
000-28009		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.)

____________________________

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 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2012, the Board of Directors of Rainmaker Systems, Inc. (the “Company”) initiated a search for a new Chief Executive Officer to succeed Michael Silton as Chief Executive Officer of the Corporation (“CEO”).

The Board of Directors intends to retain the services of Mr. Silton as CEO until such time as a new CEO is appointed in order to provide for a smooth transition of the CEO position. Mr. Silton will also continue to serve as a member of the Board of Directors of the Company and as its Chairman.

Section 7 – Regulation FD

Item 7.01 – Regulation FD Disclosure.

On July 31, 2012, the Company issued a press release announcing that its Board of Directors has initiated a search for a new Chief Executive Officer, a copy of which is furnished as Exhibit 99.1 attached hereto.

The press release is being furnished under “Item 7.01- Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 31, 2012, announcing that the Company's Board of Directors has initiated a search for a new Chief Executive Officer.

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)
July 31, 2012	/s/ Timothy Burns
Date	(Signature)
	By: Timothy Burns
	Title: Chief Financial Officer

EX-99.1

Rainmaker Initiates Search for Seasoned Software and Services Executive for CEO Position

Campbell, Calif., July 31, 2012 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading global provider of B2B e-commerce solutions that drives online sales and renewals for products, subscriptions and training for clients and their channel partners, today announced that its founder and Chief Executive Officer, Michael Silton, will continue as chairman of the Company and that a search will be conducted for a seasoned software and services executive for the chief executive officer’s position.

“I am very pleased that over the past few years we have transformed the company to be the industry leading technology provider of a complete end-to-end B2B solution for our customers to transact, renew and educate. Over the past year, we reduced our adjusted EBITDA loss by approximately 90%, signed several of the largest transactions in the Company’s history, reduced our cost structure by approximately $5 million, established a new strategy and SaaS business model and transformed our technology to e-Commerce solutions,” said Michael Silton, chairman and chief executive officer.

Mr. Silton will continue as CEO until such time as the new CEO joins the Company. Mr. Silton will continue as chairman of the board of directors and will focus his efforts on strategy, as well as maintaining relationships with key customers.

A pioneer in the data-driven marketing of technology products, Mr. Silton helped lead the industry in leveraging data-analysis and prospect databases in support of integrated sales and online marketing. With his knowledge in digital software sales and e-commerce for subscription and contracts, his intimate understanding of the challenges facing technology companies and the needs of their customers led him to found Rainmaker Systems.

See Exhibit A for a reconciliation of GAAP net loss from continuing operations to EBITDA and adjusted EBITDA.

About Rainmaker

Rainmaker Systems, Inc. is a leading global provider of B2B e-commerce solutions that drive online sales and renewal for products, subscriptions and training for our clients and their channel partners. Rainmaker provides these solutions on a consistent, global basis supporting multiple payment methods, currencies and language capabilities. For more information, visit http://www.rainmakersystems.com or call 800-631-1545.

NOTE: Rainmaker Systems, the Rainmaker logo, are registered with the U.S. Patent and Trademark Office. All other service marks or trademarks are the property of their respective owners.

Safe Harbor Statement

This press release contains forward-looking statements regarding future events. These forward-looking statements are based on information available to Rainmaker as of this date and we assume no obligation to update any such forward-

looking statements. These statements are not guarantees of future performance, and actual results could differ materially from current expectations. Among the important factors which could cause actual results to differ materially from those in the forward-looking statements are our ability to recruit a seasoned software executive for the CEO position, client concentration, as we depend on a small number of clients for a significant percentage of our revenue, the possibility of the discontinuation and/or realignment of some client relationships, general market conditions, the current difficult macro-economic environment and its impact on our business, as our clients are reducing their overall marketing spending and our clients’ customers are reducing their purchase of services contracts, the high degree of uncertainty and our limited visibility due to economic conditions, our ability to execute our business strategy, our ability to integrate acquisitions without disruption to our business, the effectiveness of our sales team and approach, our ability to target, analyze and forecast the revenue to be derived from a client and the costs associated with providing services to that client, the date during the course of a calendar year that a new client is acquired, the length of the integration cycle for new clients and the timing of revenues and costs associated therewith, our ability to expand our channel hosted contract solution and drive adoption of this solution by resellers, potential competition in the marketplace, the ability to retain and attract employees, market acceptance of our service programs and pricing options, our ability to maintain our existing technology platform and to deploy new technology, our ability to sign new clients and control expenses, and the financial condition of our clients’ businesses, and other factors detailed in the Company's filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q.

CONTACT:

Timothy Burns                Steve Polcyn

Chief Financial Officer        Investor Relations

Rainmaker Systems, Inc.        Rainmaker Systems, Inc.    

(512) 949-6021            (925) 548-3516

timothy.burns@rmkr.com steve.polcyn@rmkr.com

– Financial tables to follow –

RAINMAKER SYSTEMS, INC.

EXHIBIT A

RECONCILIATION OF NET LOSS FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA (1)

(In thousands)

(Unaudited)

	Three months ended
	June 30,			March 31,			June 30,
	2012			2012			2011
Net loss from continuing operations	$	(901	)	$	(1,199	)	$	(2,795	)
Add:
Provision for income taxes	65			53			44
Depreciation of property and equipment	374			375			585
Amortization of intangible assets	28			29			65
Gain due to change in fair value of warrant liability	(15		)	(7		)	(25		)
Interest and other expense, net	43			28			28
	495			478			697
EBITDA – Non-GAAP basis	$	(406	)	$	(721	)	$	(2,098	)
Add:
Stock based compensation	215			175			427
Adjusted EBITDA – Non-GAAP basis	$	(191	)	$	(546	)	$	(1,671	)

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(1) To supplement our financial results presented on a GAAP basis, we use EBITDA, which excludes certain cash and non-cash expenses, and adjusted EBITDA, which excludes stock based compensation from EBITDA. We believe EBITDA and adjusted EBITDA provide useful information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period over period comparisons of such operations. EBITDA and adjusted EBITDA are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. We regularly use EBITDA and adjusted EBITDA internally to manage our business and make operating decisions.