Raining Data Corp - Current report filing (8-K)
April 11 2008 - 9:17AM
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
April 10, 2008
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 3.02 Unregistered
Sales of Equity Securities.
As previously disclosed in
the Companys periodic reports filed with the SEC, CAM Small Cap Fund L.P. (CAM)
is the holder of a 5% Convertible Subordinated Note with a maturity date of May
30, 2008. The interest rate of the
Convertible Subordinated Note is 5% per annum, payable quarterly, which has
been paid through increases to the outstanding principal of the Convertible
Subordinated Note. The Convertible
Subordinated Note is convertible into common stock, at the option of the
holder, at a price of $5.00 per share, at any time through May 29, 2008.
On April 10, 2008, the
Company received an irrevocable conversion notice from CAM electing to convert
its Convertible Subordinated Note in full.
As a result, $977,000 of outstanding principal owed to CAM under its
Convertible Subordinate Note was converted into 195,400 shares of the Companys
common stock. Per the terms of the
Convertible Subordinated Note, the Company will make a cash payment to CAM of
approximately $1,531 with respect to those amounts outstanding under the Convertible
Subordinated Note that were not converted into shares of common stock. Following the conversion of such Convertible
Subordinated Note and the cash payment to CAM, the Convertible Subordinated
Note held by CAM will be cancelled. As
of the date hereof, no other Convertible Subordinated Note remains outstanding.
The conversion into common
stock constituted an exchange with existing security holders without payment
for any solicitation, and was therefore exempt from registration under Section 3(a)(9) of
the Securities Act of 1933, as amended.
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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:
April 11, 2008
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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
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