-----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, H2XNbbGyZqmMfR1xiMzmFkqmdlYdwhrk3bY+fDj/gDvAmdZXZx8SU7FxMzwZRE1T ryUrvj+InJdw46tr8SC+vA== 0001095811-01-504593.txt : 20010828 0001095811-01-504593.hdr.sgml : 20010828 ACCESSION NUMBER: 0001095811-01-504593 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001201 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010827 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16449 FILM NUMBER: 1723987 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: BLYTH HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OMNIS TECHNOLOGY CORP DATE OF NAME CHANGE: 19971022 8-K/A 1 a75390e8-ka.txt FORM 8-K AMENDMENT #2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 2) -------------------------- 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 1, 2000 RAINING DATA CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 000-16449 94-3046892 (Commission File Number) (I.R.S. Employer Identification No.) 17500 CARTWRIGHT ROAD IRVINE, CALIFORNIA 92614 (Address of Principal Executive Offices) (949) 442-4400 (Registrant's telephone number, including area code) 2 EXPLANATORY NOTE This Amendment No. 2 to the Registrant's Current Report on Form 8-K is being filed solely to amend Items 4 and 7(c) and to include Exhibit 16 as an exhibit to the Form 8-K. The Form 8-K as filed on December 15, 2000 and amended on June 21, 2001 remains unchanged in all other respects. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS On July 11, 2000, Deloitte & Touche LLP, informed Pick that they declined to stand for reappointment as Pick's independent auditors subsequent to the completion of their audit of Pick's financial statements for the year ended February 29, 2000, which became effective on July 11, 2000. On October 4, 2000 Grant Thornton, LLP was appointed as independent auditors for PickAx, Inc. During the fiscal years ended February 28, 1999 and February 29, 2000 and through July 11, 2000, there were no disagreements between Pick and Deloitte and Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused it to make reference to the subject matter of the disagreement in connection with its report. Deloitte & Touche LLP's reports on the financial statements of Pick for the years ended February 29, 2000 and February 28, 1999 did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles. Further, during the fiscal years ended February 28, 1999 and February 29, 2000 and through July 11, 2000, there were no reportable events as defined by Item 304(a)(i)(iv) of Regulation S-B. Deloitte & Touche LLP has not audited, reviewed, compiled or performed any procedures on interim financial statements of Pick for any periods or any financial statements of Pick subsequent to February 29, 2000. Furthermore, Deloitte & Touche LLP, has not been engaged as independent auditors of PickAx, Inc. and, accordingly, has not audited, reviewed, complied or performed any procedures with respect to the financial statements of PickAx, Inc. as of any dates or for any periods. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 2.1 Agreement and Plan of Merger, dated as of August 23, 2000, by and among Omnis Technology Corporation, Raining Merger Sub, Inc., PickAx, Inc. and Gilbert Figueroa (included as Appendix A to the Registrant's Definitive Proxy Statement filed with the Commission on November 16, 2000 and incorporated herein by reference) 4.1* Common Stock Purchase Agreement - Cash Purchase, dated as of December 4, 2000, by and between the Registrant and Astoria Capital Partners, L.P. 4.2* Common Stock Purchase Agreement - PickAx Note, dated as of December 4, 2000, by and between the Registrant and Astoria Capital Partners, L.P. 4.3* Common Stock Purchase Agreement - Individual, dated as of December 4, 2000, by and between the Registrant and Harry Augur 4.4* Common Stock Purchase Agreement - Individual, dated as of December 4, 2000, by and between the Registrant and Robert van Roijen 4.5* 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 16.1 Letter from Deloitte & Touche LLP dated August 27, 2001 23.1* Independent Auditors' Consent 23.2* Consent of BDO Spencer Steward (Johannesburg) Incorporated 23.3* Consent of Mazars Neville Russell
* Previously filed on the Registrant's Form 8-K/A filed with the Commission on June 21, 2001. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RAINING DATA CORPORATION Date: August 24, 2001 By: /s/ SCOTT K. ANDERSON ------------------------------- Scott K. Anderson, Jr. Vice President -- Finance, Treasurer and Secretary 4 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION ------- ----------- 16.1 Letter from Deloitte & Touche LLP dated August 27, 2001
EX-16.1 3 a75390ex16-1.txt EXHIBIT 16.1 1 EXHIBIT 16.1 August 27, 2001 Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read and agree with the comments in Item 4 of Amendment No. 2 to Form 8-K of Raining Data Corporation dated August 27, 2001. Yours Truly, /s/ DELOITTE & TOUCHE LLP cc: Raining Data Corporation -----END PRIVACY-ENHANCED MESSAGE-----