UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
RAINING DATA CORPORATION
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
096434105
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(CUSIP Number)
Ann E. Carey, Business Legal Assistant
c/o Howard Rice Nemerovski Canady Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111-4024
415.434.1600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 4, 2006
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-
7 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 disclosures provided in a prior cover page.
The information required on 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).
1. Names of Reporting Persons. ASTORIA CAPITAL PARTNERS, L.P.
I.R.S. Identification Nos. of above persons 94-3160631
(entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions)
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check 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 14,565,581
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 14,565,581
Reporting
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 14,565,581
Reporting Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 58.6%
14. Type of Reporting Person (See Instructions) PN
1. Names of Reporting Persons. ASTORIA CAPITAL MANAGEMENT, INC.
I.R.S. Identification Nos. of above persons 94-3143169
(entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions)
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check 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 14,630,181
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 14,630,181
Reporting
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 14,630,181
Reporting Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 58.9%
14. Type of Reporting Person (See Instructions) CO, IA
1. Names of Reporting Persons. RICHARD W. KOE
I.R.S. Identification Nos. of above persons
(entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions)
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check 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 14,630,181
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 14,630,181
Reporting
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 14,630,181
Reporting Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 58.9%
14. Type of Reporting Person (See Instructions) IN, HC
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 25A
Technology Drive, Irvine, CA 92618
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").
The principal business address of each reporting person is 1675 S.W.
Marlow Avenue, Suite 315, Portland, OR 97225.
Astoria is an investment limited partnership, whose general partners
are ACM and Koe. ACM is an investment adviser registered as such with
the SEC. Koe is ACM's president and sole shareholder.
None of Astoria, ACM nor Koe has, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
None of Astoria, ACM nor 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
Astoria held a 5% Convertible Subordinated Note Due 2008 issued to
Astoria by the Issuer on January 30, 2003 and amended on December 14,
2004 which was convertible into shares of Common Stock at a conversion
price of $5.00 per share (the "Old Note"). Effective October 1, 2005,
Astoria received an Amended and Restated 5% Convertible Subordinated Note
Due 2008 in the principal amount of $20,749,581 (the "New Note") as a
replacement for the Old Note. Interest on the New Note is payable
quarterly and may be paid, at the Issuer's option, in notes in
substantially the same form as the Old Note (the "PIK Notes"). On April
4, 2006, the total amount payable under the New Note and all outstanding
PIK Notes was $21,270,124, which amount is convertible into 4,254,024
shares of Common Stock at a conversion price of $5.00 per share.
Item 4. Purpose of Transaction
The acquisitions of Common Stock described in Item 5(c) were made
for investment purposes.
Koe is the Chairman of the Issuer's Board of Directors.
Except as described herein, 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;
(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;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to those enumerated above.
Depending upon market conditions and other factors, the reporting
persons may acquire additional securities of the Issuer or alternatively,
may dispose of some or all of the securities of the Issuer beneficially
owned by them.
Item 5. Interest in Securities of the Issuer
(a) Astoria owns 10,311,556 shares of Common Stock. Astoria also
holds the New Note which has a stated principal amount of $20,749,581,
but including interest is payable in the amount of $21,270,124, which is
convertible into 4,254,024 shares of Common Stock at a conversion price
of $5.00 per share. Assuming the conversion of the New Note, the
percentage of Common Stock beneficially owned by Astoria is 58.6%.
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 58.9%.
The calculation of percentage of beneficial ownership in item 13 of
pages 2, 3 and 4 was derived from the Issuer's Form 10-QSB filed with the
Securities and Exchange Commission on February 9, 2006, in which the
Issuer stated that the number of shares of Common Stock outstanding as of
December 31, 2005 was 20,599,003.
(b) Reference is made hereby to Items 7 to 11 and 13 of pages 2, 3
and 4 of this Schedule, which Items are incorporated herein by reference.
(c) On April 4, 2006, with Astoria's agreement, the Issuer in lieu of
paying interest on the New Note or issuing PIK Notes in lieu of paying
interest increased the principal amount of the New Note by $259,040.
(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.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Effective October 1, 2005, Astoria received the New Note, which has a
stated principal amount of $20,749,581, as a replacement for the Old
Note, which had a stated principal amount of $21,630,094.63. As noted in
Item 3 above, the total amount payable under the New Note and all
outstanding PIK Notes as of April 4, 2006, was $21,270,124, which amount
is convertible into 4,254,024 shares of Common Stock at a purchase price
of $5.00 per share. The New Note reflects the disposition of a portion
of the Old Note to two limited partners and includes the increase in the
principal amount in lieu of receipt of PIK Notes.
Item 7. Material to Be Filed as Exhibits
No. Exhibit
1. Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G.
2. 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)
3. Common Stock Purchase Warrant issued by the Issuer to Astoria,
dated April 1, 2004, originally issued November 30, 2000 and adjusted on
April 1, 2003 and April 1, 2004 (included as Exhibit 4.9 to the Issuer's
Form 10-KSB filed with the Commission on June 29, 2004 and incorporated
herein by reference)
4. 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)
5. 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)
6. Common Stock Purchase Agreement dated as of September 27, 2001
between the Issuer and Astoria as amended on April 3, 2002 (included as
Exhibit 4.2 to the Issuer's Form 10-QSB filed with the Commission August
13, 2002 and incorporated herein by reference)
7. Note Exchange Agreement, dated as of January 30, 2003, between
Astoria and the Issuer (included as Exhibit 4.1 to the Issuer's Form 8-K
filed with the Commission on January 30, 2003 and incorporated herein by
reference)
8. 5% Convertible Subordinated Note Due 2008 between the Issuer and
Astoria, dated January 30, 2003 (included as Exhibit 4.2 to the Issuer's
Form 8-K filed with the Commission on January 30, 2003 and incorporated
herein by reference).
9. Form of Payment in Kind Note, as referenced in the 5% Convertible
Subordinated Note, between the Issuer and Astoria (included as Exhibit
4.8 to the Issuer's Form 10-KSB filed with the Commission on June 6, 2003
and incorporated herein by reference).
10. Amended and Restated 5% Convertible Subordinated Note Due 2008
between the Issuer and Astoria, Originally Issued January 30, 2003,
Modified per Letter Agreement dated December 14, 2004 and amended
December 30, 2004, dated October 1, 2005 (included as Exhibit 10 to
Astoria's and Koe's Schedule 13D/A No. 13 filed with the Commission on
November 7, 2005 and incorporated herein by reference).
Signature
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.
Date April 19, 2006
/s/ Richard W. Koe
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Signature
Print Name RICHARD W. KOE
ASTORIA CAPITAL PARTNERS L.P. ASTORIA CAPITAL MANAGEMENT, INC.
By: Astoria Capital Management,
Inc., its General Partner
By: /s/ Richard W. Koe By: /s/ Richard W. Koe
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Print Name Richard W. Koe Print Name Richard W. Koe
Title President Title President
EXHIBITS LIST
Exhibit 1 Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G
EXHIBIT 1
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. 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.
Date April 19, 2006
/s/ Richard W. Koe
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Signature
Print Name RICHARD W. KOE
ASTORIA CAPITAL PARTNERS L.P. ASTORIA CAPITAL MANAGEMENT, INC.
By: Astoria Capital Management,
Inc., its General Partner
By: /s/ Richard W. Koe By: /s/ Richard W. Koe
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Print Name Richard W. Koe Print Name Richard W. Koe
Title President Title President