Raining Data Corp (Other) (8-K)
November 13 2007 - 4:32PM
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
November
7, 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
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) On November 7, 2007, the Board of
Directors (the Board) of Raining Data Corporation (the Registrant)
appointed Philip D. Barrett as a director to serve on the Board and the Audit
Committee of the Board. Mr. Barrett is
the chairman and co-owner of Machine Sciences Corporation, a private company he
co-founded in July 2001, that specializes in the manufacturing of high
precision machined parts for the aerospace and optics industries. Mr. Barrett also serves as managing partner
of Barrett Hill Vineyards and Winery, a private company he founded in March
2005. In July 1998, Mr. Barrett was appointed
a director of Omnis Technology Corporation (Omnis) and served as its chairman
from December 1998 until November 2000 in connection with Omnis merger with
PickAx, Inc. The successor entity of
such merger is the Registrant.
Mr.
Barrett received his Bachelor of Arts in Accounting from Seattle Pacific
University and his Masters of Business Administration from the University of
Rhode Island.
ITEM 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On November 7, 2007, the Board
amended the Registrants Amended and Restated Bylaws (the Bylaws). Sections 6.1 and 6.3 of the Bylaws were
amended to permit the Registrants securities listed on The Nasdaq Stock Market
(Nasdaq) to be eligible for a Direct Registration Program operated by a
clearing agency registered under Section 17A of the Securities Exchange Act of
1934, as amended, pursuant to Rule 4350(l) of the Marketplace Rules of
Nasdaq. A copy of the Bylaws, as
amended, are attached hereto as Exhibit 3.1, and incorporated herein by
reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws
of the Registrant
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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:
November 13, 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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3.1
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Amended and Restated Bylaws
of the Registrant
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4
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