SC 13D 1 s13d8.txt SCHEDULE 13D FOR SEPTEMBER 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (rule 13d-101) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 8 )* Raining Data Corporation (f/k/a Omnis Technology Corporation) (Name of Issuer) Common Stock, $.10 par value) (Title of Class of Securities) 096434105 (CUSIP Number) Mark D. Whatley Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 27, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box []. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 096434105 SCHEDULE 13D Page 2 of 11 1 Name of Reporting Person IRS Identification No. of Above Person ASTORIA CAPITAL PARTNERS, L. P. 94-3160631 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California NUMBER OF 7 Sole Voting Power 11,709,438 SHARES BENEFICIALLY 8 Shared Voting Power -0- OWNED BY EACH REPORTING 9 Sole Dispositive Power 11,709,438 PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 11,709,438 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 58.5% 14 Type of Reporting Person PN CUSIP No. 096434105 SCHEDULE 13D Page 3 of 11 1 Name of Reporting Person IRS Identification No. of Above Person ASTORIA CAPITAL MANAGEMENT, INC. 94-3143169 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California NUMBER OF 7 Sole Voting Power 11,774,038 SHARES BENEFICIALLY 8 Shared Voting Power -0- OWNED BY EACH REPORTING 9 Sole Dispositive Power 11,774,038 PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 11,774,038 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 58.8% 14 Type of Reporting Person CO,IA CUSIP No. 096434105 SCHEDULE 13D Page 4 of 11 1 Name of Reporting Person IRS Identification No. of Above Person Richard W. Koe 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States NUMBER OF 7 Sole Voting Power 11,774,038 SHARES BENEFICIALLY 8 Shared Voting Power -0- OWNED BY EACH REPORTING 9 Sole Dispositive Power 11,774,038 PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 11,774,038 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 58.8% 14 Type of Reporting Person IN,HC CUSIP No. 096434105 SCHEDULE 13D Page 5 of 11 Item 1. Security and Issuer This Schedule 13D ("Schedule") relates to shares of common stock, with par value $.10 (the "Common Stock"), of Raining Data Corporation, (the "Issuer"). The principal executive office of the Issuer is 1700 Cartwright Road, Irvine, CA 92614-5846 Item 2. Identity and Background This Schedule is filed on behalf of Astoria Capital Partners, L.P. ("Astoria "), Astoria Capital Management, Inc. ("ACM") and Richard W. Koe ("Koe") each of whose principal business office address is 6600 SW 92nd Avenue, Suite 370, Portland, OR 97223. Astoria is an investment limited partnership, whose general partners are ACM and Koe. ACM is an investment advisor registered as such with the SEC. Koe is ACM's president and sole shareholder. None of Astoria, ACM or Koe has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). None of Astoria, ACM or Koe has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which any of them became or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Astoria is a California limited partnership, ACM is a California corporation and Koe is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration The $2,200,000 paid to purchase 1,760,000 shares of Common Stock came from the working capital of Astoria. Item 4. Purpose of Transaction. Astoria made the purchase of Common Stock described in Item 5(c) of this Schedule to provide the Issuer with additional cash and to increase the size of its investments in the Issuer. The reporting persons hold the Issuer's Common Stock for investment purposes. Depending upon market conditions and other factors, one or more of the reporting persons may acquire additional securities of the Issuer or may dispose of some or all of the securities of the Issuer beneficially owned by him or it. The reporting persons expect to have open communication with the Issuer's management in order to monitor management's efforts to increase value for the stockholders of the Issuer. Some of this communication will be through Carlton H. Baab, the Issuer's new President and CEO and an employee of ACM (now on a leave of absence). ACM continues to conduct analyses of the Issuer's business and may make suggestions to the Issuer's management and/or Board of Directors regarding strategies for enhancing shareholder value. Except as described above, the reporting persons do not currently have any plans or proposals that relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; CUSIP No. 096434105 SCHEDULE 13D Page 6 of 11 (b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (i) Any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer (a) Astoria beneficially owns 9,545,478 shares of Common Stock and 300,000 Shares of Series A Convertible Preferred Stock that are convertible at the option of the holder into 500,100 shares of Common Stock. (The amount of Common Stock into which the Series A Preferred Stock may be converted may be subject to adjustment pursuant to anti- dilution provisions in the Certificate of Designation.) Astoria also holds warrants giving it the right to acquire 1,663,860 shares of Common Stock. Assuming the conversion of the Preferred Stock and the exercise of the warrants, the percentage of Common Stock beneficially owned by Astoria is 58.5%. In addition to the securities beneficially owned through Astoria, ACM and Koe beneficially own 64,600 shares of Common Stock through an investment fund managed by ACM. The percentage of Common Stock beneficially owned by each of ACM and Koe is 58.8%. (b) Reference is made hereby to Items 7 to 10 of pages 2, 3 and 4 of this Schedule, which Items are incorporated herein by reference. (c) On September 27, 2001, the Issuer issued and sold to Astoria, and Astoria purchased from the Issuer, 1,760,000 shares of Common Stock at a price of $1.25 per share for an aggregate purchase price of $2,200,000. The transaction was effected by way of a private placement pursuant to a Common Stock Purchase Agreement dated September 27, 2001. (d) The amount of Common Stock reported in this Schedule as beneficially owned by ACM and Koe includes 64,600 shares owned by an investment fund (other than Astoria) managed by ACM. This investment fund has the right to receive dividends paid on such Common Stock. CUSIP No. 096434105 SCHEDULE 13D Page 7 of 11 (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As a general partner of Astoria and as president and sole shareholder of Astoria's other general partner, Koe has effective investment and voting control over the Common Stock held by Astoria. See Items 2 and 4 above. As disclosed in Item 4 of Amendment No. 7 to the reporting persons' Schedule 13D, filed by the reporting persons on August 31, 2001, Koe and Geoffrey P. Wagner ("Wagner") met and reached an understanding regarding a proposal to the Issuer's Board of Directors regarding changes to the Issuer's management, including the appointment of Wagner as Chairman of the Board and Carlton H. Baab (now on a leave of absence from ACM) as President and CEO. Wagner is a director of the Issuer and a person deemed to have beneficial ownership of more than 10% of the Common Stock through Rockport Group, L.P. ("Rockport") and RCJ Capital Partners, L.P. ("RCJ"). As a director, Wagner supported the proposal. ACM/Astoria and RCJ/Rockport operate from the same business address and Koe and Wagner may from time to time consult with one another with respect to their respective investments in the Issuer and may share information relating to the Issuer with one another. Astoria and the Issuer are parties to a Stock Purchase Agreement dated March 31, 1999 pursuant to which Astoria purchased 2,543,344 shares of Common Stock and 300,000 shares of Preferred Stock. The Stock Purchase Agreement provides that the Issuer shall, on a continuous basis, register the Common Stock purchased pursuant to that agreement, as well as the Common Stock issuable upon conversion of the Preferred Stock, for resale under the Securities Act of 1933, as amended, and the securities laws of such states as the parties may reasonably agree upon. Astoria and the Issuer are parties to a Common Stock Purchase Agreement dated March 31, 1999 pursuant to which Astoria purchased 1,000,000 shares of Common Stock. The Common Stock Purchase Agreement provides that the Issuer shall, on a continuous basis, register the Common Stock purchased pursuant to that agreement for resale under the Securities Act of 1933, as amended, and the securities laws of such states as the parties may reasonably agree upon. Pursuant to the terms of the Agreement and Plan of Merger between PickAx, Inc. and the Issuer in connection with a merger of PickAx, Inc. into a subsidiary of the Issuer (the "Merger"), Astoria received, in exchange for warrants to purchase common stock of PickAx, Inc., a warrant to purchase 1,207,218 shares of Common Stock at an exercise price of $2.46 per share. As a result of the operation of anti-dilution provisions in the warrant, the number of shares which may be purchased under the warrant has been increased to 1,293,178 shares and the exercise price has been reduced to $2.30 per share. Ten percent (10%) of the warrant shares are subject to a holdback and may only be purchased if certain performance targets relating to the Issuer's business are achieved in the twelve month period following the Merger. Astoria is a party to a Registration Rights Agreement with the Issuer and certain other parties dated November 29, 2000. The Registration Rights Agreement grants Astoria and other holders of the Issuer's securities certain rights to have those shares of the Issuer's Common Stock acquired through the Merger (or through the exercise of warrants issued in exchange for warrants of PickAx, Inc.) registered under the Securities Act of 1933. Astoria and the Issuer are parties to a Note and Warrant Purchase Agreement dated as of November 30, 2000. Pursuant to this agreement Astoria acquired a warrant to purchase 500,000 shares of Common Stock CUSIP No. 096434105 SCHEDULE 13D Page 8 of 11 at an exercise price of $7.00 per share. As a result of the operation of anti-dilution provisions in the warrant, the exercise price has been reduced to $6.54 per share. The terms of the warrant grant certain registration rights to Astoria with respect to the Common Stock acquired through the exercise of the warrant. Astoria also received a secured promissory note in the amount of $18,525,416.67 bearing interest at the rate of 8% per annum. Astoria and the Issuer are parties to a Credit Facility Agreement, dated December 21, 1999, pursuant to which the Issuer granted Astoria a promissory note in the amount of $3,000,000 and a warrant which gave Astoria the right to convert the amount outstanding under the note into Common Stock in the event of a qualified offering. In connection with the Merger, the Credit Facility Agreement and warrant were amended such that the Merger would entitle Astoria to exercise the warrant at the closing of the Merger. On November 30, 2000, Astoria acquired 645,467 shares of Common Stock through the exercise of the warrant. The terms of the warrant grant certain registration rights to Astoria with respect to the Common Stock acquired through the exercise of the warrant. Astoria and the Issuer are parties to a Common Stock Purchase Agreement - PickAx Note and a Common Stock Purchase Agreement - Cash Purchase, each dated as of December 4, 2000, pursuant to which Astoria acquired 1,978,245 shares of Common Stock. In connection with these purchases, Astoria, the Issuer and other purchasers of Common Stock entered into a Registration Rights Agreement dated as of December 4, 2000. The Registration Rights Agreement grants Astoria and other purchasers of the Issuer's securities certain rights to have those shares of Common Stock purchased from the Issuer on December 4, 2000 registered under the Securities Act of 1933. Astoria and the Issuer are parties to a Common Stock Purchase Agreement, dated September 27, 2001, pursuant to which Astoria acquired 1,760,000 shares of Common Stock. In connection with this purchase, Astoria and the Issuer entered into a Registration Rights Agreement, dated September 27, 2001, on substantially the same terms as the Registration Rights Agreement entered into on December 4, 2000. Except as disclosed in this Schedule 13D, there currently are no contracts, arrangements, understandings or relationships (legal or otherwise) among the reporting persons or between the reporting persons and other persons with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits No. Exhibit 1 Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. 2 Stock Purchase Agreement dated as March 31, 1999 by and between the Issuer and Astoria Capital Partners, L.P. (included as exhibit 10.1 to the Issuer's Form 8-K filed with the Commission on April 5, 1999 and incorporated herein by reference) 3 Common Stock Purchase Agreement dated as of March 31, 1999 by and between the Issuer and Astoria Capital Partners, L.P. (included as Exhibit 10.2 to the Issuer's Form 8-K filed with the Commission on April 5, 1999 and incorporated herein by reference) 4 Agreement and Plan of Merger dated as of August 23, 2000 by and among the Issuer, PickAX, Inc., Gilbert Figueroa, and Raining Merger Sub, Inc. (included as Exhibit 10.1 to the Issuer's Form 10-QSB filed with the Commission on November 6, 2000 and incorporated herein by reference) CUSIP No. 096434105 SCHEDULE 13D Page 9 of 11 5 Registration Rights Agreement dated as of November 30, 2000 by and among the Issuer, Astoria and certain other holders of the Issuer's securities (included as Exhibit 4.5 to the Issuer's Form 8-K/A filed with the Commission on June 21, 2001 and incorporated herein by reference) 6 Note and Warrant Purchase Agreement dated as of November 30, 2000 by and between the Issuer and Astoria (included as Exhibit 4.2 to the Issuer's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 7 Secured Promissory Note dated November 30, 2000 issued by the Issuer to Astoria (included as Exhibit 4.3 to Issuer's Form 10- QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 8 Common Stock Purchase Warrant dated November 30, 2000 issued by the Issuer to Astoria (included as Exhibit 4.4 to the Issuer's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 9 Credit Facility Agreement dated as of December 21, 1999 between the Issuer and Astoria (included as Exhibit 10.3 to the Issuer's Form 10-QSB filed with the Commission on February 14, 2000) 10 Form of Promissory Note dated as of December 21, 1999 issued by the Issuer to Astoria (included as Exhibit 10.4 to the Issuer's Form 10-QSB filed with the Commission on February 14, 2000) 11 Non-Transferable Warrant dated as of December 21, 1999 issued by the Issuer to Astoria (included as Exhibit 10.5 to the Issuer's Form 10-QSB filed with the Commission on February 14, 2000) 12 Second Amendment to Credit Facility Agreement, Promissory Note and Non-Transferable Warrant dated August 31, 2000 between the Issuer and Astoria (included as Exhibit 4.5 to the Issuer's Form 10-QSB filed with the Commission on February 14, 2001 and incorporated herein by reference) 13 Common Stock Purchase Warrant dated as of December 1, 2000 issued by the Issuer to Astoria 14 Common Stock Purchase Agreement - Cash Purchase dated as of December 4, 2000 between the Issuer and Astoria, (included as Exhibit 4.1 to the Issuer's Form 8-K/A filed with the Commission on June 21, 2001 and incorporated herein by reference) 15 Common Stock Purchase Agreement - PickAx Note dated as of December 4, 2000 between the Issuer and Astoria, dated as of December 4, 2000 (included as Exhibit 4.2 to the Issuer's Form 8- K/A filed with the Commission on June 21, 2001 and incorporated herein by reference) 16 Registration Rights Agreement dated as of December 4, 2000 by and among the Issuer, Astoria, Harrison H. Augur, Keogh MP and Robert D. van Roijen (included as Exhibit 4.5 to the Issuer's Form 8-K/A filed with the Commission on June 21, 2001 and incorporated herein by reference) 17 Common Stock Purchase Agreement dated as of September 27, 2001 between the Issuer and Astoria (included as Exhibit 10.1 to the Issuer's Form 8-K filed with the Commission on October 1, 2001 and incorporated herein by reference) 18 Registration Rights Agreement dated September 27, 2001 between Astoria and the Issuer (included as Exhibit 10.2 to the Issuer's Form 8-K filed with the Commission on October 1, 2001 and incorporated herein by reference) CUSIP No. 096434105 SCHEDULE 13D Page 10 of 11 After reasonable inquiry and to the best of each of the undersigned's respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED October 11, 2001. 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 RICHARD W. KOE /s/ Richard W. Koe CUSIP No. 096434105 SCHEDULE 13D Page 11 of 11 Exhibit A 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. For that purpose, the undersigned hereby constitute and appoint Richard W. Koe 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 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, and to do and perform 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. DATED: August 31, 2001 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 RICHARD W. KOE /s/ Richard W. Koe