UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: December 31, 2005
Estimated average burden
SCHEDULE 13D hours per response 11
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
RAINING DATA CORPORATION
------------------------
(Name of Issuer)
Common Stock, $.10 par value
----------------------------
(Title of Class of Securities)
096434105
---------
(CUSIP Number)
Ann E. Carey, Business Legal Assistant
Howard Rice Nemerovski Canady Falk & Rabkin
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
415.434-1600
------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 14, 2005
----------------
(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 l3D, and is
filing this schedule because of 240.l3d-l(e), 240.13d-l(f) or 240,13d-l(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 240.l3d-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).
Persons who respond to the collection of Information contained In this form
are not required to respond unless the form displays a currently valid OMB
control number.
CUSIP 096434105 Page 2 of 13
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ASTORIA CAPITAL PARTNERS, L.P.
94-3160631
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(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 -15,403,190-
Shares Bene-
ficially by 8. Shared Voting Power -0-
Owned by Each
Reporting 9. Sole Dispositive Power -15,403,190-
Person With
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each -15,403,190-
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) 61.6%
14. Type of Reporting Person (See Instructions)
PN
CUSIP 096434105 Page 3 of 13
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ASTORIA CAPITAL MANAGEMENT, INC.
94-3143169
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds OO
(See Instructions)
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 -15,467,790-
Shares
Bene- 8. Shared Voting Power -0-
ficially
by 9. Sole Dispositive Power -15,467,790-
Owned by
Each 10. Shared Dispositive Power -0-
Reporting
Person
With
11. Aggregate Amount Beneficially Owned -15,467,790-
by Each 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) 61.9%
14. Type of Reporting Person (See Instructions)
CO, IA
CUSIP 096434105 Page 4 of 13
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RICHARD W. KOE
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds OO
(See Instructions)
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 -15,467,790-
Shares
Bene- 8. Shared Voting Power -0-
ficially
by 9. Sole Dispositive Power -15,467,790-
Owned by
Each 10. Shared Dispositive Power -0-
Reporting
Person
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person -15,467,790-
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 61.9%
14. Type of Reporting Person (See Instructions)
IN, HC
CUSIP 096434105 Page 5 of 13
Item 1. Security and Issuer
State the title of the class of equity securities to which this
statement relates and the name and address of the principal executive
offices of the issuer of such securities.
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
17500 Cartwright Rd., Irvine, CA 92614-5846.
Item 2. Identity and Background
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general partnership,
limited partnership, syndicate or other group of persons, state its name,
the state or other place of its organization, its principal business,
the address of its principal office and the information required by (d)
and (e) of this Item. If the person filing this statement or any person
enumerated in Instruction C is a natural person, provide the information
specified in (a) through (1) of this Item with respect to such person(s).
(a) Name;
This Schedule is filed on behalf of Astoria Capital Partners, L.P.
("Astoria"), Astoria Capital Management, Inc. ("ACM") and Richard W.
Koe ("Koe")
(b) Residence or business address;
1675 S.W. Marlow Avenue, Suite 315, Portland, OR 97225.
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
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.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case;
None of Astoria, ACM nor Koe has, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
CUSIP 096434105 Page 6 of 13
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;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
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.
(f) Citizenship.
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
State the source and the amount of funds or other consideration used
or to be used in making the purchases, and if any part of the purchase
price is or will be represented by funds or other consideration borrowed
or otherwise obtained for the purpose of acquiring, holding, trading or
voting the securities, a description of the transaction and the names of
the parties thereto. Where material, such information should also be
provided with respect to prior acquisitions not previously reported
pursuant to this regulation. If the source of all or any part of the funds
is a loan made in the ordinary course of business by a bank, as defined in
Section 3(a)(6) of the Act, the name of the bank shall not be made
available to the public if the person at the time of filing the statement
so requests in writing and files such request, naming such bank, with the
Secretary of the Commission. If the securities were acquired other than
by purchase, describe the method of acquisition.
Astoria elected to convert 300,000 shares of the Issuer's Series A
Preferred Stock that it held into 500,100 share of Common Stock; no
further consideration was required for the conversion.
Astoria holds a 5% Convertible Subordinated Note Due 2008 issued to
Astoria by the Issuer on January 30, 2003 and amended on December 14, 2004
which is convertible into shares of Common Stock at a conversion price of
$5.00 per share (the "Convertible Note"). On October 6, 2005, the amount
payable of the Convertible Note was $22,221,363, which was convertible
into 4,444,272 shares of Common Stock at a conversion price of $5.00 per
share. Interest on the Convertible Note is payable quarterly and may be
paid at the Issuer's option in notes in substantially the same form as
the Convertible Note (the "PIK Notes"). In lieu of paying interest on
the Convertible Note or issuing PIK Notes in lieu of paying interest, on
October 6, 2005 the Issuer increased the principal amount of the
Convertible Note by $280,050.
CUSIP 096434105 Page 7 of 13
Astoria transferred $862,979 of the principal amount of the Convertible
Note and 428,859 shares of the Issuer's Common Stock that were held by
Astoria to one of Astoria's limited partners under the terms of an
Assignment and Assumption Agreement upon the limited partner's withdrawal
from Astoria.
Astoria transferred $888,853 of the principal amount of the Convertible
Note and 441,717 shares of the Issuer's Common Stock that were held by
Astoria to one of Astoria's limited partners under the terms of an
Assignment and Assumption Agreement upon the limited partner's withdrawal
from Astoria.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may
have which relate to or would result in:
The reporting persons hold the Issuer's securities for investment purposes.
Depending upon market conditions and other factors, one or more of the
reporting persons may acquire additional securities of the Issuer or may
dispose of some or all of the securities of the Issuer beneficially owned
by him or it.
Koe is a member of the Issuer's Board of Directors.
Except as described above, 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 including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
CUSIP 096434105 Page 8 of 13
(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 any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the
persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;
Astoria owns 10,753,274 shares of Common Stock. Astoria also holds
warrants, which expire on November 30, 2005, giving it the right to
acquire 500,000 shares of Common Stock for $7.00 per share and a 5%
Convertible Subordinated Note in the principal amount of $20,749,581,
which is convertible into 4,149,916 shares of Common Stock at a
conversion price of $5.00 per share. Interest on the Convertible Note
is payable quarterly and may be paid at the Issuer's option in notes in
substantially the same form as the Convertible Note ("PIK Notes").
Assuming the exercise of the warrants and the conversion of the
Convertible Note, the percentage of Common Stock beneficially owned by
Astoria is 61.6%.
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 61.9%.
The calculation of percentage of beneficial ownership in item 13 of pages
2, 3 and 4 was derived from the Issuer's Schedule 13A Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934 dated
October 21, 2005, filed with the Securities and Exchange Commission on
October 21, 2005, in which the Issuer stated that the number of shares
of Common Stock outstanding as of September 29, 2005 was 20,355,086.
CUSIP 096434105 Page 9 of 13
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or
to direct the disposition. Provide the applicable information
required by Item 2 with respect to each person with whom the power to
vote or to direct the vote or to dispose or direct the disposition is
shared;
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) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing of Schedule l3D (~240. 1 3d- 191), whichever is less, by the
persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to:
(I) the identity of the person covered by Item 5(c)
who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved;
(4) the price per share or unit; and (5) where and how
the transaction was effected.
On September 6, 2005, Astoria elected to convert 300,000 shares of the
Issuer's Series A Preferred Stock that it held into 500,100 shares of
Common Stock.
On October 6, 2005, with Astoria's agreement, the Issuer in lieu of
paying interest on the Convertible Note or issuing PIK Notes in lieu of
paying interest increased the principal amount of the Convertible Note
by $280,050.
On October 14, 2005, Astoria transferred $862,979 of the principal amount
of the Convertible Note and 428,859 shares of the Issuer's Common Stock
that were held by Astoria to one of Astoria's limited partners under the
terms of an Assignment and Assumption Agreement upon the limited
partner's withdrawal from Astoria.
On October 18, 2005, Astoria transferred $888,853 of the principal amount
of the Convertible Note and 441,717 shares of the Issuer's Common Stock
that were held by Astoria to one of Astoria's limited partners under the
terms of an Assignment and Assumption Agreement upon the limited
partner's withdrawal from Astoria.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of an
employee benefit plan, pension fund or endowment fund is not required.
CUSIP 096434105 Page 10 of 13
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) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule
l3d-3(d)(l) and the note thereto.
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into.
Include such information for any of the securities that are pledged or
otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities
except that disclosure of standard default and similar provisions
contained in loan agreements need not be included.
Astoria will shortly receive a new note in the principal amount of
$20,749,581 (the "New Note") as a replacement for the prior note which
had a stated principal amount of $21,630,094.63, but including interest
was payable in the amount of $22,221,363 (the "Prior Note"). The New
Note reflects the disposition of a portion of the Prior 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
The following shall be filed as exhibits: copies of written
agreements relating to the filing of joint acquisition statements as
required by 240.13d-l(k) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to: (I) the
borrowing of funds to finance the acquisition as disclosed in Item 3;
(2) the acquisition of issuer control, liquidation, sale of assets, merger,
or change in business or corporate structure or any other matter as
disclosed in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guarantees of loans,
guarantees against loss or of profit, or the giving or withholding of any
proxy as disclosed in Item 6.
CUSIP 096434105 Page 11 of 13
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. Agreement Regarding Amended and Restated Common Stock Purchase
Warrant and 5% Convertible Subordinated Note Due 2008, dated
December 14, 2004 (included as Exhibit 4.12 to the Issuer's
Form 8-K filed with the Commission on December 20, 2004 and
incorporated herein by reference).
CUSIP 096434105 Page 12 of 13
Signatures
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date
October 28, 2005
Signature
/s/ Richard W. Koe
ASTORIA CAPITAL PARTNERS, L.P.
By its general partner Astoria Capital Management, Inc.
By:___________________________________
By: Richard W. Koe
Its: President of General Partner
Date
October 28, 2005
Signature
/s/ Richard W. Koe
ASTORIA CAPITAL MANAGEMENT, INC.
By:___________________________________
By: Richard W. Koe
Its: President
Date
October 28, 2005
Signature
/s/ Richard W. Koe
RICHARD W. KOE
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other
than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement: provided, however, that a power
of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Exhibit Index
Exhibit 1 Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G
CUSIP 096434105 Page 13 of 13
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, f/k/a Omnis Technology Corporation (the
"Company"). For that purpose, the undersigned Richard W. Koe hereby
constitutes and appoints Melissa Dehn 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,
reports 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 (including any and all Forms 3, 4 or 5
required to be filed), 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. The
rights, powers and authority of said attorney-in-fact herein granted shall
commence and be in full force and effect as of the date hereof and shall
remain in full force and effect until a revocation by Richard W. Koe in a
signed writing delivered to the attorney-in-fact or until such
attorney-in-fact shall no longer be an officer of Astoria Capital
Management, Inc.
DATED: October 28, 2005
ASTORIA CAPITAL PARTNERS, L.P.
By its general partner Astoria Capital
Management, Inc.
By: /s/ Richard W. Koe
By: Richard W. Koe
Its: President of General Partner
ASTORIA CAPITAL MANAGEMENT, INC.
By: /s/ Richard W. Koe
By: Richard W. Koe
Its: President
RICHARD W. KOE
/s/ Richard W. Koe