Raining Data Corp (Other)
September 19 2007 - 4:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
September 13, 2007
Date of Report (Date of earliest event reported)
Commission File No. 000-16449
RAINING DATA
CORPORATION
(Exact Name of registrant as specified in its charter)
Delaware
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94-3046892
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(State or other
jurisdiction of
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(I.R.S. Employer
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incorporation or
organization)
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Identification
Number)
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25A Technology Drive,
Irvine, CA 92618
(Address of principal executive offices, Zip Code)
(949) 442-4400
(Registrants telephone number, including area code)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
(c) As
previously disclosed on a Current Report on Form 8-K filed on August 10, 2007,
Raining Data Corporation (the Company) reported that, as a result of Richard
Smiths resignation from the Companys Board of Directors, the Company is no
longer in compliance with Nasdaq Marketplace Rules 4350(c)(1) and 4350(d)(2)(A)
because it no longer has a majority of independent directors nor does it have at
least three members on the Audit Committee, respectively.
On September 13, 2007, the Company received a Nasdaq
Staff Deficiency Letter confirming that the Company no longer complies with
Nasdaqs independent director and audit committee requirements, as described
above. In addition, the letter states that, consistent with Nasdaq Marketplace
Rules 4350(c)(1) and 4350(d)(4), the Company will be provided with a cure
period until the earlier of its next annual stockholders meeting or August 3,
2008, or, if the next annual stockholders meeting is held before January 30,
2008, then the Company must provide evidence of compliance no later than
January 30, 2008. The letter also states that in the event the Company does not
regain compliance within this period, the Company will receive written notice
that its securities will be delisted. The Company intends to identify a
suitable candidate to fill the vacancy on its Board of Directors and Audit
Committee so that the Company can regain compliance under Nasdaq Marketplace
Rules 4350(c)(1) and 4350(d)(2)(A) within the prescribed cure period.
In accordance with Nasdaq Marketplace Rule 4803(a), on
September 19, 2007, the Company issued a press release announcing its receipt
of the letter from Nasdaq. A copy of the press release is included as Exhibit
99.1 hereto and is incorporated herein by reference.
ITEM 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press Release dated September 19, 2007.
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2
SIGNATURES
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 thereunto duly
authorized.
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RAINING DATA CORPORATION
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Dated: September 19,
2007
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By:
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/s/ Thomas Lim
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Thomas Lim
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Chief Financial Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press Release dated September 19, 2007.
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4
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