UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 16)*
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
c/o
Howard Rice Nemerovski Canady Falk & Rabkin,
A
Professional Corporation
Three
Embarcadero Center, Suite 700
San
Francisco, CA 94111-4024
415.434.1600
|
(Name,
Address and Telephone Number of Person Authorized to
|
|
Receive
Notices and Communications)
|
October
5, 2007
|
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 §240.13d-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).
1.
|
Names
of Reporting Persons.
|
ASTORIA
CAPITAL PARTNERS, L.P.
|
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
|
14,894,956
|
Shares
|
|
|
|
|
|
Beneficially
by
|
8.
|
Shared
Voting Power
|
0
|
Owned
by
|
|
|
|
|
|
Each
Reporting
|
9.
|
Sole
Dispositive Power
|
14,894,956
|
Person
With
|
|
|
|
|
|
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
|
|
|
|
|
|
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
|
14,894,956
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
57.4%
|
14.
|
Type
of Reporting Person (See Instructions)
|
PN
|
1.
|
Names
of Reporting Persons.
|
ASTORIA
CAPITAL MANAGEMENT, INC.
|
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
|
14,959,556
|
Shares
|
|
|
|
|
|
Beneficially
by
|
8.
|
Shared
Voting Power
|
0
|
Owned
by
|
|
|
|
|
|
Each
Reporting
|
9.
|
Sole
Dispositive Power
|
14,959,556
|
Person
With
|
|
|
|
|
|
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
|
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
14,959,556
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
57.6%
|
14.
|
Type
of Reporting Person (See Instructions)
|
CO,
IA
|
1.
|
Names
of Reporting Persons.
|
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 (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
|
United
States
|
|
|
|
|
|
|
|
Number
of
|
7.
|
Sole
Voting Power
|
14,959,556
|
Shares
|
|
|
|
|
|
Beneficially
by
|
8.
|
Shared
Voting Power
|
0
|
Owned
by
|
|
|
|
|
|
Each
Reporting
|
9.
|
Sole
Dispositive Power
|
14,959,556
|
Person
With
|
|
|
|
|
|
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
|
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
14,959,556
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
57.6%
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
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 25A Technology Drive, Irvine,
CA
92618
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”).
The
principal business address of each reporting person is 1675 S.W. Marlow Avenue,
Suite 315, Portland, OR 97225.
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.
None
of
Astoria, ACM nor Koe has, during the past five years, been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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.
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
held a 5% Convertible Subordinated Note Due 2008 issued to Astoria by the
Issuer
on January 30, 2003 and amended on December 14, 2004 (the “Old Note”). Effective
October 1, 2005, Astoria received an Amended and Restated 5% Convertible
Subordinated Note Due 2008 in the principal amount of $20,749,581 (the “New
Note”) as a replacement for the Old Note. Interest on the New Note
was payable quarterly and could be paid, at the Issuer’s option, in notes in
substantially the same form as the Old Note (the “PIK Notes” and together with
the New Note, the “Notes”). The principal amount of the New Note and the PIK
Notes was convertible (in whole multiples of $1,000) at a fixed conversion
price
of $5.00 per share.
As
of
October 1, 2007, the total principal amount outstanding under the Notes was
$22,917,622. Effective as of October 5, 2007, Astoria elected to convert
in full
all of the principal outstanding under the Notes, which conversion resulted
in
the issuance of 4,583,400 shares of Common Stock to Astoria.
Item
4. Purpose
of Transaction
The
acquisition of securities described in Item 5(c) was made for investment
purposes.
Koe
is
the Chairman of the Issuer’s Board of Directors.
Except
as
described herein, 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;
(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 those enumerated above.
Depending
upon market conditions and other factors, the reporting persons may acquire
additional securities of the Issuer or alternatively, may dispose of some
or all
of the securities of the Issuer beneficially owned by them.
Item
5. Interest
in Securities of the Issuer
(a) Astoria
owns 14,894,956 shares of Common Stock, and the percentage of Common Stock
beneficially owned by Astoria is 57.4%.
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 57.6%.
The
calculation of percentage of beneficial ownership in item 13 of pages 2,
3 and 4
was derived from the Issuer’s Form 10-QSB filed with the Securities and Exchange
Commission on August 14, 2007, in which the Issuer stated that the number
of
shares of Common Stock outstanding as of June 30, 2007 was 21,186,747 and
the
Issuer’s Current Report on Form 8-K filed with the SEC on October 10, 2007 in
which the Issuer stated that it had issued 4,583,400 shares of Common Stock
to
Astoria and 196,200 shares of Common Stock to another of its existing
shareholders upon conversion of Convertible Subordinated Notes held by Astoria
and the other shareholder.
(b) 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) On
October 1, 2007, with Astoria’s agreement, the Issuer, in lieu of paying
interest on the New Note or issuing a PIK Note in lieu of paying interest,
increased the principal amount of the New Note by $285,230. Reference
is also made hereby to Item 3 of this Schedule.
(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
Effective
October 1, 2005, Astoria received the New Note, which had a stated principal
amount of $20,749,581, as a replacement for the Old Note, which had a stated
principal amount of $21,630,094.63. As noted in Item 3 above, the
total principal amount outstanding under the New Note and all outstanding
PIK
Notes as of October 1, 2007, was $22,917,622, which amount was convertible
(in
whole multiples of $1,000) into 4,583,400 shares of Common Stock at a fixed
purchase price of $5.00 per share. Also as noted in Item 3 above,
effective October 5, 2007, Astoria elected to convert in full all of the
principal outstanding under the Notes.
Item
7. Material
to Be Filed as Exhibits
1.
|
Agreement
Regarding Joint Filing of Statement on Schedule 13D or
13G.
|
2.
|
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).
|
3.
|
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).
|
4.
|
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).
|
5.
|
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).
|
6.
|
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).
|
7.
|
Amended
and Restated 5% Convertible Subordinated Note Due 2008 between
the Issuer
and Astoria, Originally Issued January 30, 2003, Modified per Letter
Agreement dated December 14, 2004 and amended December 30, 2004,
dated
October 1, 2005 (included as Exhibit 10 to Astoria’s and Koe’s Schedule
13D/A No. 13 filed with the Commission on November 7, 2005 and
incorporated herein by reference).
|
Signature
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.
Date
|
October
15, 2007
|
|
|
/s/
Richard W. Koe
|
|
Signature
|
|
|
Print
Name
|
RICHARD
W. KOE
|
|
|
ASTORIA
CAPITAL PARTNERS L.P.
By: Astoria
Capital Management, Inc., its General Partner
|
ASTORIA
CAPITAL MANAGEMENT, INC.
|
By:
|
/s/
Richard W. Koe
|
By:
|
/s/
Richard W. Koe
|
|
Print
Name
|
Richard
W. Koe
|
|
Print
Name
|
Richard
W. Koe
|
|
Title
|
President
|
|
Title
|
President
|
EXHIBITS
LIST
Exhibit
1
|
Agreement
Regarding Joint Filing of Statement on Schedule 13D or 13G
|
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. 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.
Date
|
October
15, 2007
|
|
|
/s/
Richard W. Koe
|
|
Signature
|
|
|
Print
Name
|
RICHARD
W. KOE
|
|
|
ASTORIA
CAPITAL PARTNERS L.P.
By: Astoria
Capital Management, Inc., its General Partner
|
ASTORIA
CAPITAL MANAGEMENT, INC.
|
By:
|
/s/
Richard W. Koe
|
By:
|
/s/
Richard W. Koe
|
|
Print
Name
|
Richard
W. Koe
|
|
Print
Name
|
Richard
W. Koe
|
|
Title
|
President
|
|
Title
|
President
|