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. 7 )*
-----
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)
August 25, 2001
---------------
(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 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of this schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
CUSIP No. 096434105 SCHEDULE 13D Page 2 of 14
*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 3 of 14
1 Name of Reporting Person ASTORIA CAPITAL PARTNERS, L.P.
IRS Identification No. of Above Person 94-3160631
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds
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
7 Sole Voting Power -9,872,074-
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -9,872,074-
REPORTING
PERSON WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Reporting -9,872,074-
Person
12 Check Box if the Aggregate Amount in Row 11 [ ]
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 54.5%
14 Type of Reporting Person PN
CUSIP No. 096434105 SCHEDULE 13D Page 4 of 14
1 Names of Reporting Persons ASTORIA CAPITAL MANAGEMENT, INC.
IRS Identification Nos. of Above Persons 94-3143169
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds
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
7 Sole Voting Power -9,936,674-
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -9,936,674-
REPORTING
PERSON WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Reporting -9,936,674-
Person
12 Check Box if the Aggregate Amount in Row 11 [ ]
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 54.8%
14 Type of Reporting Person CO, IA
CUSIP No. 096434105 SCHEDULE 13D Page 5 of 14
1 Names of Reporting Persons RICHARD W. KOE
IRS Identification Nos. of Above Persons
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds
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 -9,936,674-
SHARES
BENEFICIALLY 8 Shared Voting Power -0-
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -9,936,674-
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Reporting -9,936,674-
Person
12 Check Box if the Aggregate Amount in Row 11 [ ]
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 54.8%
14 Type of Reporting Person IN, HC
CUSIP No. 096434105 SCHEDULE 13D Page 6 of 14
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,
formerly known as Omnis Technology Corporation (the "Issuer"). The
principal executive office of the Issuer is 17500 Cartwright Rd., 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 in 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
This amendment is being filed to report a change in the
information disclosed under Item 4 and not to report any
purchases of Common Stock by the reporting persons.
Item 4. Purpose of Transaction.
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 August 27, 2001, Koe, on behalf of ACM and Astoria,
attended a meeting of the Board of Directors of the Issuer to
advocate that (i) Carlton H. Baab, an employee of ACM, be
CUSIP No. 096434105 SCHEDULE 13D Page 7 of 14
appointed President and Chief Executive Officer of the Issuer,
replacing the Issuer's Interim CEO, Bryce Burns and the Issuer's
current President, Richard Lauer, (ii) Geoffrey P. Wagner
("Wagner"), a director of the Issuer, become the Chairman of the
Issuer's Board, and that other changes be made in management.
Wagner is the general partner of Rockport Group, L.P.
("Rockport"), which is the general partner of RCJ Capital
Partners, L.P. ("RCJ"), a private investment limited partnership.
Wagner, Rockport, and RCJ collectively beneficially own
approximately 14.4% of the Issuer's outstanding stock and have
reported their beneficial ownership of the Issuer's securities on
Schedule 13D. At the August 27, meeting, the Issuer's Board took
the actions referred to above and, among other things, appointed
Mr. Baab President and CEO and Mr. Wagner Chairman of the Board.
The actions were announced in a press release on August 28, 2001.
Beginning Saturday, August 25, 2001, Koe and Wagner met
regarding the potential advantages of the changes in the Issuer's
management that were effected at the Board meeting. Wagner
agreed to accept the position of Chairman of the Board if
appointed and to advocate the actions referred to above.
The reporting persons expect to have open communication
with the Issuer's management in order to monitor management's
efforts to increase value for the stockholders of the Issuer.
Some of this communication will be through Carlton H. Baab, the
Issuer's new President and CEO. Mr. Baab will take a paid leave
of absence from his duties as an employee of ACM. ACM continues
to conduct analyses of the Issuer's business and may make
suggestions to the Issuer's management and/or Board of Directors
regarding strategies for enhancing shareholder value.
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;
CUSIP No. 096434105 SCHEDULE 13D Page 8 of 14
(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 to the Issuer to be delisted
from a national securities exchange or 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 7,785,478 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.
Astoria also holds warrants giving it the right to
acquire 1,586,496 shares of Common Stock. Assuming
the conversion of the Preferred Stock and the
exercise of the warrants, the percentage of Common
Stock beneficially owned by Astoria is 54.5%.
In addition to the securities beneficially owned
through Astoria, ACM and Koe beneficially own 62,100
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 54.8%.
(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) None of the reporting persons have made any
transactions in securities of the Issuer in the past
60 days.
(d) The amount of Common Stock reported in this Schedule
as beneficially owned by ACM and Koe includes 62,100
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.
CUSIP No. 096434105 SCHEDULE 13D Page 9 of 14
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, Koe and 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 an
employee (now on leave of absence, but with pay, from ACM) as
President and CEO. As a director, Wagner supported the proposal.
No votes of shareholders were proposed or held. 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 is entitled to receive a warrant to purchase 1,086,496
shares of Common Stock in exchange for warrants to purchase
common stock of PickAx, Inc. Pursuant to the terms of the
Merger, if certain performance targets relating to the Issuer's
business are achieved in the twelve month period following the
Merger, Astoria may receive up to 70,391 additional shares of
Common Stock and the warrant may be exercisable for up to 120,722
additional shares of Common Stock.
CUSIP No. 096434105 SCHEDULE 13D Page 10 of 14
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.
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.
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, and 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.
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 11 of 14
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)
CUSIP No. 096434105 SCHEDULE 13D Page 12 of 14
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 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)
14. 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)
15. 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)
CUSIP No. 096434105 SCHEDULE 13D Page 13 of 14
Signatures
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 August 31, 2001
ASTORIA CAPITAL PARTNERS, L.P.
By its general partner ACM
/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 14 of 14
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 ACM
/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
------------------