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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 27, 2001
RAINING DATA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of
Incorporation)
000-16449 94-3046892
(Commission File Number) (I.R.S. Employer
Identification No.)
17500 CARTWRIGHT ROAD
IRVINE, CALIFORNIA 92614
(Address of Principal Executive Offices) (Zip Code)
(949) 442-4400
(Registrant's Telephone Number,
Including Area Code)
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ITEM 5. OTHER EVENTS.
Raining Data Corporation (the "Company") entered into a Common Stock
Purchase Agreement-2001, dated as of September 27, 2001, with Astoria Capital
Partners, L.P. ("Astoria") pursuant to which the Company received an aggregate
of $2.2 million in consideration for 1,760,000 shares of the Company's common
stock at a price of $1.25 per share.
As part of the private placement transaction, the Company also entered into
a Registration Rights Agreement, dated as of September 27, 2001, with Astoria
pursuant to which the Company agreed to prepare and file with the Securities and
Exchange Commission, by December 27, 2001, a registration statement for the
resale of the common stock acquired by Astoria pursuant to the Common Stock
Purchase Agreement-2001. The Company also agreed to use its commercially
reasonable efforts to cause the registration statement to be declared effective
as soon as practicable after the registration statement is filed with the SEC.
Additionally, the Company agreed to keep the registration statement effective
until the earlier of (A) the date on which all of the common stock issued to
Astoria has been sold and no further shares of common stock may be issued in the
future, (B) the date on which all of the common stock issued to Astoria (in the
opinion of Astoria's counsel) may be immediately sold without registration and
without limitation as to volume by Astoria as to the number of shares to be
sold, pursuant to Rule 144 or otherwise, or (C) September 27, 2005; plus the
number of days equal to the period or periods of delay or suspension of the
registration statement as provided more fully in the Registration Rights
Agreement.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Common Stock Purchase Agreement-2001 and the
Registration Rights Agreement, copies of which are attached hereto as Exhibits
10.1 and 10.2, respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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10.1 Common Stock Purchase Agreement-2001, dated as of September
27, 2001, among Raining Data Corporation and Astoria Capital
Partners, L.P.
10.2 Registration Rights Agreement, dated as of September 27,
2001, by and among Raining Data Corporation and Astoria
Capital Partners, L.P.
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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: September 28, 2001 By: /s/ Scott K. Anderson, Jr.
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Scott K. Anderson, Jr.
Vice President -
Finance, Treasurer
and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Common Stock Purchase Agreement-2001, dated as of September
27, 2001, among Raining Data Corporation and Astoria Capital
Partners, L.P.
10.2 Registration Rights Agreement, dated as of September 27,
2001, by and among Raining Data Corporation and Astoria
Capital Partners, L.P.