UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(rule 13d-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 9 )*
Raining Data Corporation
(f/k/a Omnis Technology Corporation)
(Name of Issuer)
Common Stock, $.10 par value)
(Title of Class of Securities)
096434105
(CUSIP Number)
Mark D. Whatley
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)
January 30, 2003
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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 the disclosures provided in a prior
cover page.
The information required in 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).
CUSIP No. 096434105 SCHEDULE 13D Page 2 of 12
1 Name of Reporting Person
IRS Identification No. of Above Person
ASTORIA CAPITAL PARTNERS, L. P.
94-3160631
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box 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 16,137,379
SHARES
BENEFICIALLY 8 Shared Voting Power -0-
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 16,137,379
PERSON
WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,137,379
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
[ ]
13 Percent of Class Represented by Amount in Row 11
65.9%
14 Type of Reporting Person
PN
CUSIP No. 096434105 SCHEDULE 13D Page 3 of 12
1 Name of Reporting Person
IRS Identification No. of Above Person
ASTORIA CAPITAL MANAGEMENT, INC.
94-3143169
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box 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 16,201,979
SHARES
BENEFICIALLY 8 Shared Voting Power -0-
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 16,201,979
PERSON
WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,201,979
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
[ ]
13 Percent of Class Represented by Amount in Row 11
66.2%
14 Type of Reporting Person
CO,IA
CUSIP No. 096434105 SCHEDULE 13D Page 4 of 12
1 Name of Reporting Person
IRS Identification No. of Above Person
Richard W. Koe
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box 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 16,201,979
SHARES
BENEFICIALLY 8 Shared Voting Power -0-
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 16,201,979
PERSON
WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,201,979
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
[ ]
13 Percent of Class Represented by Amount in Row 11
66.2%
14 Type of Reporting Person
IN,HC
CUSIP No. 096434105 SCHEDULE 13D Page 5 of 12
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 17500 Cartwright Road, Irvine, CA 92614-5846
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") each of whose principal business office address is
6600 SW 92nd Avenue, Suite 370, Portland, OR 97223.
Astoria is an investment limited partnership, whose general partners
are ACM and Koe. ACM is an investment advisor registered as such
with the SEC. Koe is ACM's president and sole shareholder.
None of Astoria, ACM or Koe has, during the past five years, been
convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors).
None of Astoria, ACM or 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 acquired the 5% Convertible Subordinated Note described in Item 5(c)
of this Schedule in exchange for a Secured Promissory Note of the Issuer with
a principal amount of $18,525,416.67 and having $3,614,288 in accrued and
unpaid interest as of January 30, 2003.
Item 4. Purpose of Transaction.
The Issuer and Astoria agreed to exchange the Secured Promissory Note for the
5% Convertible Subordinated Note described in Item 5(c) of this Schedule to
extend the maturity dated of the debt evidenced by the Secured Promissory Note
and to provide Astoria with the option to convert the debt into Common Stock.
The reporting persons hold the Issuer's Common Stock 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.
On January 21, 2003, Richard W. Koe was appointed to the Issuer's Board of
Directors. Also on January 21, 2003, the Issuer announced the resignation of
Bryce J. Burns and Bryan Sparks from the Company's Board of Directors,
effective immediately.
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:
CUSIP No. 096434105 SCHEDULE 13D Page 6 of 12
(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;
or
(i) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Astoria beneficially owns 9,545,478 shares of Common Stock and
300,000 Shares of Series A Convertible Preferred Stock that are
convertible at the option of the holder into 500,100 shares of Common
Stock. (The amount of Common Stock into which the Series A Preferred
Stock may be converted may be subject to adjustment pursuant to anti-
dilution provisions in the Certificate of Designation.) Astoria also
holds warrants giving it the right to acquire 1,663,860 shares of
Common Stock and a 5% Convertible Subordinated Note in the principal amount of
$22,139,705, which is convertible into Common Stock at a conversion price of
$5.00 per share (the "Convertible Note"). Interest on the Convertible Note is
payable quarterly and may be paid at the Issuer's option in notes of
substantially the same form as the Convertible Note ("PIK Notes"). Assuming
the conversion of the Preferred Stock, the exercise of the warrants and the
conversion of the Convertible Note, the percentage of Common Stock
beneficially owned by Astoria is 65.9%.
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 66.2%.
(b) Reference is made hereby to Items 7 to 10 of pages 2, 3 and 4 of
this Schedule, which Items are incorporated herein by reference.
(c) On January 30, 2003, the Issuer and Astoria agreed to exchange a Secured
Promissory Note of the Issuer held by Astoria for the Convertible Note. The
Secured Promissory Note was originally issued to Astoria on November 30, 2002
CUSIP No. 096434105 SCHEDULE 13D Page 7 of 12
in the principal amount of $18,525,416.67 and as of January 30, 2003 had
$3,614,288 in accrued and unpaid interest. The exchange was effected pursuant
to a Note Exchange Agreement, dated January 30, 2003, between the Issuer and
Astoria.
(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
As a general partner of Astoria and as president and sole
shareholder of Astoria's other general partner, Koe has effective
investment and voting control over the Common Stock held by Astoria.
See Items 2 and 4 above.
As disclosed in Item 4 of Amendment No. 7 to the reporting
persons' Schedule 13D, filed by the reporting persons on August 31,
2001, Koe and Geoffrey P. Wagner ("Wagner") met and reached an
understanding regarding a proposal to the Issuer's Board of Directors
regarding changes to the Issuer's management, including the
appointment of Wagner as Chairman of the Board and Carlton H. Baab
(now on a leave of absence from ACM) as President and CEO. Wagner is
a director of the Issuer and a person deemed to have beneficial
ownership of more than 10% of the Common Stock through Rockport
Group, L.P. ("Rockport") and RCJ Capital Partners, L.P. ("RCJ"). As
a director, Wagner supported the proposal. ACM/Astoria and
RCJ/Rockport operate from the same business address and Koe and
Wagner may from time to time consult with one another with respect to
their respective investments in the Issuer and may share information
relating to the Issuer with one another.
Astoria and the Issuer are parties to a Stock Purchase Agreement
dated March 31, 1999 pursuant to which Astoria purchased 2,543,344
shares of Common Stock and 300,000 shares of Preferred Stock. The
Stock Purchase Agreement provides that the Issuer shall, on a
continuous basis, register the Common Stock purchased pursuant to
that agreement, as well as the Common Stock issuable upon conversion
of the Preferred Stock, for resale under the Securities Act of 1933,
as amended, and the securities laws of such states as the parties may
reasonably agree upon.
Astoria and the Issuer are parties to a Common Stock Purchase
Agreement dated March 31, 1999 pursuant to which Astoria purchased
1,000,000 shares of Common Stock. The Common Stock Purchase
Agreement provides that the Issuer shall, on a continuous basis,
register the Common Stock purchased pursuant to that agreement for
resale under the Securities Act of 1933, as amended, and the
securities laws of such states as the parties may reasonably agree
upon.
Pursuant to the terms of the Agreement and Plan of Merger between
PickAx, Inc. and the Issuer in connection with a merger of PickAx,
Inc. into a subsidiary of the Issuer (the "Merger"), Astoria
received, in exchange for warrants to purchase common stock of
PickAx, Inc., a warrant to purchase 1,207,218 shares of Common Stock
at an exercise price of $2.46 per share. As a result of the
operation of anti-dilution provisions in the warrant, the number of
shares which may be purchased under the warrant has been increased to
1,293,178 shares and the exercise price has been reduced to $2.30 per
share. Ten percent (10%) of the warrant shares are subject to a
holdback and may only be purchased if certain performance targets
relating to the Issuer's business are achieved in the twelve month
CUSIP No. 096434105 SCHEDULE 13D Page 8 of 12
period following the Merger. These performance targets were not met. As a
result, the warrant is exercisable for 1,163,860 shares of Common Stock.
Astoria is a party to a Registration Rights Agreement with the
Issuer and certain other parties dated November 29, 2000. The
Registration Rights Agreement grants Astoria and other holders of the
Issuer's securities certain rights to have those shares of the
Issuer's Common Stock acquired through the Merger (or through the
exercise of warrants issued in exchange for warrants of PickAx, Inc.)
registered under the Securities Act of 1933.
Astoria and the Issuer are parties to a Note and Warrant Purchase
Agreement dated as of November 30, 2000. Pursuant to this agreement
Astoria acquired a warrant to purchase 500,000 shares of Common Stock
at an exercise price of $7.00 per share. As a result of the
operation of anti-dilution provisions in the warrant, the exercise
price has been reduced to $6.54 per share. The terms of the warrant
grant certain registration rights to Astoria with respect to the
Common Stock acquired through the exercise of the warrant. Astoria
also received a secured promissory note in the amount of
$18,525,416.67 bearing interest at the rate of 8% per annum. The Secured
Promissory Note including accrued interest thereon, was exchanged for the
Convertible Note pursuant to a Note Exchange Agreement, dated January 30,
2003, between the Issuer and Astoria (the "Note Exchange").
Astoria and the Issuer are parties to a Credit Facility
Agreement, dated December 21, 1999, pursuant to which the Issuer
granted Astoria a promissory note in the amount of $3,000,000 and a
warrant which gave Astoria the right to convert the amount
outstanding under the note into Common Stock in the event of a
qualified offering. In connection with the Merger, the Credit
Facility Agreement and warrant were amended such that the Merger
would entitle Astoria to exercise the warrant at the closing of the
Merger. On November 30, 2000, Astoria acquired 645,467 shares of
Common Stock through the exercise of the warrant. The terms of the
warrant grant certain registration rights to Astoria with respect to
the Common Stock acquired through the exercise of the warrant.
Astoria and the Issuer are parties to a Common Stock Purchase
Agreement - PickAx Note and a Common Stock Purchase Agreement - Cash
Purchase, each dated as of December 4, 2000, pursuant to which
Astoria acquired 1,978,245 shares of Common Stock. In connection
with these purchases, Astoria, the Issuer and other purchasers of
Common Stock entered into a Registration Rights Agreement dated as of
December 4, 2000. The Registration Rights Agreement grants Astoria
and other purchasers of the Issuer's securities certain rights to
have those shares of Common Stock purchased from the Issuer on
December 4, 2000 registered under the Securities Act of 1933.
Astoria and the Issuer are parties to a Common Stock Purchase
Agreement, dated September 27, 2001, pursuant to which Astoria
acquired 1,760,000 shares of Common Stock. In connection with this
purchase, Astoria and the Issuer entered into a Registration Rights
Agreement, dated September 27, 2001. The Registration Rights Agreement
grants Astoria certain rights to have the shares of Common Stock purchased
from the Issuer on September 27, 2001 registered under the Securities Act of
1933. January 30, 2003, in connection with the Note Exchange, the
Registration Rights Agreement was amended to provide, among other things, that
the shares of common stock issuable upon the conversion of the Convertible
Note and any PIK Notes issued thereunder would be included in those shares for
which Astoria could require registration.
Except as disclosed in this Schedule 13D, there currently are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the reporting persons or between the reporting
persons and other persons with respect to any securities of the
Issuer.
CUSIP No. 096434105 SCHEDULE 13D Page 9 of 12
Item 7. Material to be Filed as Exhibits
No. Exhibit
1 Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G.
2 Stock Purchase Agreement dated as March 31, 1999 by and between
the Issuer and Astoria Capital Partners, L.P. (included as
exhibit 10.1 to the Issuer's Form 8-K filed with the Commission
on April 5, 1999 and incorporated herein by reference)
3 Common Stock Purchase Agreement dated as of March 31, 1999 by and
between the Issuer and Astoria Capital Partners, L.P. (included
as Exhibit 10.2 to the Issuer's Form 8-K filed with the
Commission on April 5, 1999 and incorporated herein by reference)
4 Agreement and Plan of Merger dated as of August 23, 2000 by and
among the Issuer, PickAX, Inc., Gilbert Figueroa, and Raining
Merger Sub, Inc. (included as Exhibit 10.1 to the Issuer's Form
10-QSB filed with the Commission on November 6, 2000 and
incorporated herein by reference)
5 Registration Rights Agreement dated as of November 30, 2000 by
and among the Issuer, Astoria and certain other holders of the
Issuer's securities (included as Exhibit 4.5 to the Issuer's Form
8-K/A filed with the Commission on June 21, 2001 and incorporated
herein by reference)
6 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)
7 Secured Promissory Note dated November 30, 2000 issued by the
Issuer to Astoria (included as Exhibit 4.3 to Issuer's Form 10-
QSB filed with the Commission on February 14, 2001 and
incorporated herein by reference)
8 Common Stock Purchase Warrant dated November 30, 2000 issued by
the Issuer to Astoria (included as Exhibit 4.4 to the Issuer's
Form 10-QSB filed with the Commission on February 14, 2001 and
incorporated herein by reference)
9 Credit Facility Agreement dated as of December 21, 1999 between
the Issuer and Astoria (included as Exhibit 10.3 to the Issuer's
Form 10-QSB filed with the Commission on February 14, 2000)
10 Form of Promissory Note dated as of December 21, 1999 issued by
the Issuer to Astoria (included as Exhibit 10.4 to the Issuer's
Form 10-QSB filed with the Commission on February 14, 2000)
11 Non-Transferable Warrant dated as of December 21, 1999 issued by
the Issuer to Astoria (included as Exhibit 10.5 to the Issuer's
Form 10-QSB filed with the Commission on February 14, 2000)
12 Second Amendment to Credit Facility Agreement, Promissory Note
and Non-Transferable Warrant dated August 31, 2000 between the
Issuer and Astoria (included as Exhibit 4.5 to the Issuer's Form
10-QSB filed with the Commission on February 14, 2001 and
incorporated herein by reference)
13 Common Stock Purchase Warrant dated as of December 1, 2000 issued
by the Issuer to Astoria
CUSIP No. 096434105 SCHEDULE 13D Page 10 of 12
14 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)
15 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)
16 Registration Rights Agreement dated as of December 4, 2000 by and
among the Issuer, Astoria, Harrison H. Augur, Keogh MP and Robert
D. van Roijen (included as Exhibit 4.5 to the Issuer's Form 8-K/A
filed with the Commission on June 21, 2001 and incorporated
herein by reference)
17 Common Stock Purchase Agreement dated as of September 27, 2001
between the Issuer and Astoria (included as Exhibit 10.1 to the
Issuer's Form 8-K filed with the Commission on October 1, 2001
and incorporated herein by reference)
18 Registration Rights Agreement dated September 27, 2001 between
Astoria and the Issuer (included as Exhibit 10.2 to the Issuer's
Form 8-K filed with the Commission on October 1, 2001 and
incorporated herein by reference)
19 Third Amendment to Registration Rights Agreement, dated as of January 30,
2002, between Astoria and the Issuer (included as Exhibit 4.3 to the
Issuer's Form 8-K filed with the Commission on January 30, 2003 and
incorporated herein by reference)
20 Note Exchange Agreement, dated as of January 30, 2002, 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)
21 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)
CUSIP No. 096434105 SCHEDULE 13D Page 11 of 12
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.
DATED February 10, 2003.
ASTORIA CAPITAL PARTNERS, L.P.
By its general partner Astoria Capital
Management, Inc.
/s/ Richard W. Koe
By: Richard W. Koe
Its: President of General Partner
ASTORIA CAPITAL MANAGEMENT, INC.
/s/ Richard W. Koe
By: Richard W. Koe
Its: President
RICHARD W. KOE
/s/ Richard W. Koe
CUSIP No. 096434105 SCHEDULE 13D Page 12 of 12
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. 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.
DATED: August 31, 2001
ASTORIA CAPITAL PARTNERS, L.P.
By its general partner Astoria Capital
Management, Inc.
/s/ Richard W. Koe
By: Richard W. Koe
Its: President of General Partner
ASTORIA CAPITAL MANAGEMENT, INC.
/s/ Richard W. Koe
By: Richard W. Koe
Its: President
RICHARD W. KOE
/s/ Richard W. Koe