-----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, UKYACoBqlIG6qMDMohAfae1eHdL0f+nbk6kQ3B10vjGGNC9d2uNMl/ythEs2VjVj 4evx7HY8rQTGdmCY9zxXRg== 0000906344-04-000283.txt : 20041216 0000906344-04-000283.hdr.sgml : 20041216 20041216202505 ACCESSION NUMBER: 0000906344-04-000283 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041214 FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASTORIA CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0000889926 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16449 FILM NUMBER: 041209658 BUSINESS ADDRESS: STREET 1: 1675 SW MARLOW AVENUE STREET 2: SUITE 315 CITY: PORTLAND STATE: OR ZIP: 97225 BUSINESS PHONE: 9257782390 MAIL ADDRESS: STREET 1: 1675 SW MARLOW AVENUE STREET 2: SUITE 315 CITY: PORTLAND STATE: OR ZIP: 97225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOE RICHARD W CENTRAL INDEX KEY: 0001063406 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16449 FILM NUMBER: 041209657 BUSINESS ADDRESS: STREET 1: S.W. NINETY SECOND AVE., SUITE 370 CITY: PORTLAND STATE: OR ZIP: 97223 BUSINESS PHONE: 5032441956 MAIL ADDRESS: STREET 1: 1675 SW MARLOW AVENUE STREET 2: SUITE 315 CITY: PORTLAND STATE: OR ZIP: 97225 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-12-14 0000820738 RAINING DATA CORP RDTA 0000889926 ASTORIA CAPITAL PARTNERS L P 1675 S.W. MARLOW AVENUE, SUITE 315 PORTLAND OR 97225 0 0 1 0 0001063406 KOE RICHARD W 1675 S.W. MARLOW AVENUE, SUITE 315 PORTLAND OR 97225 1 0 1 0 Common Stock 2004-12-14 4 X 0 1136555 2.35 A 10682033 I By Astoria Capital Partners, L.P. Common Stock 64600 I By investment limited partnership 5% Convertible Subordinated Note due 2008 5.00 2004-12-14 4 H 0 2423775.37 2423775.37 D 2003-02-28 2008-05-29 Common Stock, $.10 par value 484755 21630094.63 I By Astoria Capital Partners LP Common Stock Purchase Warrant 2.35 2004-12-14 4 X 0 1136555 D 2000-12-01 2005-03-16 Common Stock, $.10 par value 1136555 0 I By Astoria Capital Partners, L.P. Richard W. Koe is a general partner of the limited partnership and a shareholder of the limited partnership's other general partner. Richard W. Koe disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in the limited partnership. Effective December 14, 2004, Astoria Capital Partners, L.P. exercised 1,136,555 of a common stock purchase warrant at an exercise price of $2.35 per share for a total exercise price of $2,670,904.25. Concurrent with the exercise, the issuer paid $247,128.88 in accrued interest on the 5% Subordinated Convertible Note and re-paid $2,423,775.37 in principal outstanding on the note and payment in kind notes. Astoria Capital Partners L.P., By: Astoria Capital Management, By: /s/ Melissa Dehn 2004-12-16 /s/ Melissa Dehn, attorrney in fact for Richard W. Koe 2004-12-16 EX-24 2 attach_1.htm

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of Raining Data Corporation, f/k/a Omnis Technology Corporation (the "Company"). For that purpose, the undersigned Richard W. Koe hereby constitutes and appoints Melissa Dehn as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements, reports and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases (including any and all Forms 3, 4 or 5 required to be filed), and to do and perfor
m every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present. The rights, powers and authority of said attorney-in-fact herein granted shall commence and be in full force and effect as of the date hereof and shall remain in full force and effect until a revocation by Richard W. Koe in a signed writing delivered to the attorney-in-fact or until such attorney-in-fact shall no longer be an officer of Astoria Capital Management, Inc.

DATED: August 31, 2004

ASTORIA CAPITAL PARTNERS, L.P.

By its general partner Astoria Capital Management, Inc.

/s/ Richard W. Koe

By: Richard W. Koe

Its: President of General Partner

ASTORIA CAPITAL MANAGEMENT, INC.

/s/ Richard W. Koe

By: Richard W. Koe

Its: President

/s/ Richard W. Koe

Richard W. Koe

/s/ Melissa Dehn

Melissa Dehn

( . . . continued)

(continued . . . )

WD 121604/1-115520008/1189264/v1 2

WD 121604/1-115520008/1189264/v1

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