-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, To8MIDcNGDBnKWuUd/kecg7IGAErSQkiY/6lah2hTZu8vt+It4mf7dpWnJ9KpNs0 beyRYLYsKrXlR1kn+Zj/Gw== 0001095811-01-502969.txt : 20010628 0001095811-01-502969.hdr.sgml : 20010628 ACCESSION NUMBER: 0001095811-01-502969 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAINING DATA CORP CENTRAL INDEX KEY: 0000820738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943046892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-16449 FILM NUMBER: 1669209 BUSINESS ADDRESS: STREET 1: 17500 CARTWRIGHT ROAD CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 6506327100 MAIL ADDRESS: STREET 1: 17500 CARTWRIGHT ROAD RD CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: OMNIS TECHNOLOGY CORP DATE OF NAME CHANGE: 19971022 FORMER COMPANY: FORMER CONFORMED NAME: BLYTH HOLDINGS INC DATE OF NAME CHANGE: 19920703 10QSB/A 1 a70481ae10qsba.txt AMENDMENT TO FORM 10-QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended December 31, 2000 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from ___________________ to ___________________ Commission File number: 000-16449 RAINING DATA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 94-3046892 - ------------------------ --------------------------------- (State of Incorporation) (IRS Employer Identification No.) 17500 CARTWRIGHT ROAD IRVINE, CA 92614 (Address of principal executive offices) (949) 442-4400 (Registrant's telephone number) Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of February 12, 2001 there were 15,989,852 shares of the Registrant's Common Stock, $.10 par value, outstanding. 2 EXPLANATORY NOTE This Quarterly Report on Form 10-KSB/A for the quarterly period ended December 31, 2000 is being filed solely to amend the list of exhibits included in Item 6 and the exhibit index included therein. PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 3.1 Certificate of Amendment of Restated Certificate of Incorporation dated September 17, 1997 and Restated Certificate of Incorporation of the Registrant (included as Exhibit 3.1 to the Registrant's Form 8-K filed with the Commission on June 16, 1998 and incorporated herein by reference) 3.2 Certificate of Amendment of Certificate of Incorporation of the Registrant dated February 9, 1999 (included as Exhibit 3.2 to the Registrant's Form 10-KSB filed with the Commission on July 7, 1999 and incorporated herein by reference) 3.3 Certificate of Designation dated March 31, 1999, as currently in effect (included as Exhibit 3.1 to the Registrant's Form 8-K filed with the Commission on April 5, 1999 and incorporated herein by reference) 3.4 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated March 29, 2000 (included as Exhibit 3.1 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.1 Registration Rights Agreement by and among the Registrant and Pamela Conrad, Donald D. Durr, Lee Summers, Robert J. Rosenberg, Gil Figueroa, Michael E. McGoey, Gerald L. Cohn and Timothy Holland dated as of November 30, 2000 (included as Exhibit 4.1 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.2 Note and Warrant Purchase Agreement by and between the Registrant and Astoria Capital Partners, L.P. dated as of November 30, 2000 (included as Exhibit 4.2 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.3 Secured Promissory Note issued by the Registrant to Astoria Capital Partners, L.P. dated November 30, 2000 (included as Exhibit 4.3 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.4 Common Stock Purchase Warrant issued by the Registrant to Astoria Capital Partners, L.P. dated November 30, 2000 (included as Exhibit 4.4 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.5 Second Amendment To Credit Facility Agreement, Promissory Note and Non-Transferable Warrant by and between the Registrant and Astoria Capital Partners, L.P. dated as of December 21, 1999, as amended April 30, 2000 (included as Exhibit 4.5 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.6 Common Stock Purchase Agreement - Cash Purchase, dated as of December 4, 2000, by and between the Registrant and Astoria Capital Partners, L.P. (included as Exhibit 4.1 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 4.7 Common Stock Purchase Agreement - Pickax Note, dated as of December 4, 2000, by and between the Registrant and Astoria Capital Partners, L.P. (included as Exhibit 4.2 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 4.8 Common Stock Purchase Agreement - Individual, dated as of December 4, 2000, by and between the Registrant and Harry Augur (included as Exhibit 4.3 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 4.9 Common Stock Purchase Agreement - Individual, dated as of December 4, 2000, by and between the Registrant and Robert van Roijen (included as Exhibit 4.4 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 4.10 Registration Rights Agreement, dated as of December 4, 2000, by and among the Registrant, Astoria Capital Partners, L.P., Harry Augur and Robert van Roijen (included as Exhibit 4.5 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 10.1 Form of Employment Agreement between the Registrant and each of Messrs. Figueroa, Lauer, Holland, Barrenechea and Anderson (included as Exhibit 10.1 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 2 3 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 27, 2001 RAINING DATA CORPORATION By: /s/ SCOTT K. ANDERSON, JR. ---------------------------------- Scott K. Anderson, Jr. Vice President-Finance, Treasurer and Secretary (Principal Financial and Accounting Officer) 3 4 EXHIBIT INDEX Exhibit Number Description ------ ----------- 3.1 Certificate of Amendment of Restated Certificate of Incorporation dated September 17, 1997 and Restated Certificate of Incorporation of the Registrant (included as Exhibit 3.1 to the Registrant's Form 8-K filed with the Commission on June 16, 1998 and incorporated herein by reference) 3.2 Certificate of Amendment of Certificate of Incorporation of the Registrant dated February 9, 1999 (included as Exhibit 3.2 to the Registrant's Form 10-KSB filed with the Commission on July 7, 1999 and incorporated herein by reference) 3.3 Certificate of Designation dated March 31, 1999, as currently in effect (included as Exhibit 3.1 to the Registrant's Form 8-K filed with the Commission on April 5, 1999 and incorporated herein by reference) 3.4 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated March 29, 2000 (included as Exhibit 3.1 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.1 Registration Rights Agreement by and among the Registrant and Pamela Conrad, Donald D. Durr, Lee Summers, Robert J. Rosenberg, Gil Figueroa, Michael E. McGoey, Gerald L. Cohn and Timothy Holland dated as of November 30, 2000 (included as Exhibit 4.1 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.2 Note and Warrant Purchase Agreement by and between the Registrant and Astoria Capital Partners, L.P. dated as of November 30, 2000 (included as Exhibit 4.2 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.3 Secured Promissory Note issued by the Registrant to Astoria Capital Partners, L.P. dated November 30, 2000 (included as Exhibit 4.3 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.4 Common Stock Purchase Warrant issued by the Registrant to Astoria Capital Partners, L.P. dated November 30, 2000 (included as Exhibit 4.4 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.5 Second Amendment To Credit Facility Agreement, Promissory Note and Non-Transferable Warrant by and between the Registrant and Astoria Capital Partners, L.P. dated as of December 21, 1999, as amended April 30, 2000 (included as Exhibit 4.5 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 4.6 Common Stock Purchase Agreement - Cash Purchase, dated as of December 4, 2000, by and between the Registrant and Astoria Capital Partners, L.P. (included as Exhibit 4.1 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 4.7 Common Stock Purchase Agreement - Pickax Note, dated as of December 4, 2000, by and between the Registrant and Astoria Capital Partners, L.P. (included as Exhibit 4.2 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 4.8 Common Stock Purchase Agreement - Individual, dated as of December 4, 2000, by and between the Registrant and Harry Augur (included as Exhibit 4.3 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 4.9 Common Stock Purchase Agreement - Individual, dated as of December 4, 2000, by and between the Registrant and Robert van Roijen (included as Exhibit 4.4 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 4.10 Registration Rights Agreement, dated as of December 4, 2000, by and among the Registrant, Astoria Capital Partners, L.P., Harry Augur and Robert van Roijen (included as Exhibit 4.5 to the Registrant's Form 8-K/A, filed with the Commission on June 21, 2001 and incorporated herein by reference) 10.1 Form of Employment Agreement between the Registrant and each of Messrs. Figueroa, Lauer, Holland, Barrenechea and Anderson (included as Exhibit 10.1 to the Registrant's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) -----END PRIVACY-ENHANCED MESSAGE-----