0001095449-01-500117.txt : 20011019
0001095449-01-500117.hdr.sgml : 20011019
ACCESSION NUMBER: 0001095449-01-500117
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010930
FILED AS OF DATE: 20011011
SUBJECT COMPANY:
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-16449
FILM NUMBER: 1756515
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
COMPANY DATA:
COMPANY CONFORMED NAME: ASTORIA CAPITAL PARTNERS L P
CENTRAL INDEX KEY: 0000889926
STANDARD INDUSTRIAL CLASSIFICATION: []
OWNER
IRS NUMBER: 943160631
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
BUSINESS ADDRESS:
STREET 1: 6600 S W NINETY SECOND AVENUE, STE. 370
CITY: PORTLAND
STATE: OR
ZIP: 97223
BUSINESS PHONE: 9257782390
MAIL ADDRESS:
STREET 1: 6600 S W NINETY SECOND AVE, STE. 370
CITY: PORTLAND
STATE: OR
ZIP: 97223
4
1
f4a0901.txt
FORM 4 FOR SEPTEMBER 2001
F O R M 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
[] Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Astoria Capital Partners, L.P.
6600 SW 92nd Avenue, Ste. 370
Portland, Oregon 97223
2. Issuer Name and Ticker or Trading Symbol
Raining Data Corporation
3. IRS Identification Number of Reporting Person, if an Entity
(Voluntary)
94-3160631
4. Statement for Month/Year
September 2001
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[] Director [X] 10% Owner
[] Officer (give title below) [] Other (specify below)
7. Individual or Joint/Group Filing
(Check applicable line)
[X] Form filed by one Reporting Person
[] Form filed by more than one Reporting Person
*If the Form is filed by more than one Reporting Person, see
Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
Table 1 -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock, $.10 par value
2. Transaction Date (Month/Day/Year)
9/27/01
3. Transaction Code (Instr. 8)
Code P
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount 1,760,000 shares
(A) or (D)A
Price $1.25/share
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
-9,545,478- (1)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
(i) Common Stock Purchase Warrant
(ii) Common Stock Purchase Warrant
(iii) Series A Convertible Preferred Stock par value $1.00
2. Conversion or Exercise Price of Derivative Security
(i) $2.30 (2)
(ii) $6.54 (3)
(iii) N/A
3. Transaction Date (Month/Day/Year)
N/A
4. Transaction Code (Instr. 8)
Code N/A
V
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
(A) 0
(D) 0
6. Date Exercisable and Expiration Date (Month/Day/Year)
(i) Date Exercisable 12/01/00
Expiration Date 03/16/05
(ii) Date Exercisable 11/30/00
Expiration Date 11/30/05
(iii) Date Exercisable At discretion of holder
Expiration Date None
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
(i) Title Common Stock, $.10 par value
Amount or Number of Shares 1,163,860 (2)(4)
(ii) Title Common Stock, $.10 par value
Amount or Number of Shares 500,000
(iii) Title Common Stock, $.10 par value
Amount or Number of Shares 500,100 (5)
8. Price of Derivative Security (Instr. 5)
N/A
9. Number of Derivative Securities Beneficially Owned at
End of Month (Instr. 4)
(i) 1,163,860 (2)(4)
(ii) 500,000
(iii)300,000
10. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 4)
D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Explanation of Responses:
(1) Up to 70,391 additional shares of Raining Data common stock
may be received pursuant to the terms of the Merger of PickAx
Inc. into Raining Data Corp. if certain performance targets
relating to Raining Data's business are achieved.
(2) This warrant was previously reported as covering 1,086,496
shares at an exercise price of $2.46 per share, but has been
adjusted pursuant to its anti-dilution provisions.
(3) The exercise price of this warrant was previously reported
as $7.00 per share, but was adjusted pursuant to the warrant's
anti-dilution provisions.
(4) The common stock purchase warrant may be exercisable for up
to 129,318 additional shares of Raining Data common stock
pursuant to the terms of the Merger if certain performance
targets relating to Raining Data's business are achieved.
(5) This amount may be subject to adjustment as a result of anti-
dilution provisions in the Certificate of Designation.
ASTORIA CAPITAL PARTNERS, L.P.
/s/ Richard W. Koe 10/10/01
--------------------- ----------
Richard W. Koe Date
General Partner of
Astoria Capital Partners, L.P.
**Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space provided is insufficient, see
Instruction 6 for procedure.