0001094007-12-000070.txt : 20121228 0001094007-12-000070.hdr.sgml : 20121228 20121228160742 ACCESSION NUMBER: 0001094007-12-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121226 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20121228 DATE AS OF CHANGE: 20121228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAINMAKER SYSTEMS INC CENTRAL INDEX KEY: 0001094007 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 330442860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28009 FILM NUMBER: 121290979 BUSINESS ADDRESS: STREET 1: 900 EAST HAMILTON AVENUE STREET 2: SUITE 400 CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4086263800 MAIL ADDRESS: STREET 1: 900 EAST HAMILTON AVENUE STREET 2: SUITE 400 CITY: CAMPBELL STATE: CA ZIP: 95008 8-K 1 nasdaqnoticedec12.htm FORM 8-K NASDAQ Notice Dec 12



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 26, 2012
____________________________
RAINMAKER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
____________________________
 
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 3 - Securities and Trading Markets
Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 26, 2012, Rainmaker Systems, Inc. (the "Company") received a notification letter (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Marketplace Rule 5550(a)(2) (the "Minimum Bid Price Requirement"), because the bid price for the Company's common stock has closed below the minimum $1.00 per share requirement for 30 consecutive business days. The Notice has no effect on the listing of the Company's common stock at this time and the Company's common stock will continue to trade on the Nasdaq Capital Market under the symbol "RMKR”. In accordance with Nasdaq Marketplace Rule 5810, the Company has been provided an initial 180 calendar days, or until June 24, 2013, to regain compliance with the Minimum Bid Price Requirement. To do so, the bid price of the Company's common stock must close at or above $1.00 per share for a minimum of ten consecutive trading days prior to that date. If compliance with the Minimum Bid Price Requirement is not achieved by that date, the Company will be eligible for an additional 180-day grace period to achieve compliance, provided that the Company continues to meet all other applicable Nasdaq listing standards. The Company intends to actively monitor the bid price for its common stock. If the Company's common stock does not trade at a level to regain compliance with the Minimum Bid Price Requirement within the allowed grace periods, the Company will consider other options that may be available to resolve the deficiency.


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)
 
 
 
December 28, 2012
 
/s/ Timothy Burns
Date
 
(Signature)
 
 
By: Timothy Burns
 
 
Title: Chief Financial Officer