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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A (AMENDMENT NO. 2)
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2000
RAINING DATA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
000-16449 94-3046892
(Commission File Number) (I.R.S. Employer
Identification No.)
17500 CARTWRIGHT ROAD
IRVINE, CALIFORNIA 92614
(Address of Principal Executive Offices)
(949) 442-4400
(Registrant's telephone number,
including area code)
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EXPLANATORY NOTE
This Amendment No. 2 to the Registrant's Current Report on Form 8-K is
being filed solely to amend Items 4 and 7(c) and to include Exhibit 16 as an
exhibit to the Form 8-K. The Form 8-K as filed on December 15, 2000 and amended
on June 21, 2001 remains unchanged in all other respects.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On July 11, 2000, Deloitte & Touche LLP, informed Pick that they
declined to stand for reappointment as Pick's independent auditors subsequent to
the completion of their audit of Pick's financial statements for the year ended
February 29, 2000, which became effective on July 11, 2000. On October 4, 2000
Grant Thornton, LLP was appointed as independent auditors for PickAx, Inc.
During the fiscal years ended February 28, 1999 and February 29, 2000
and through July 11, 2000, there were no disagreements between Pick and Deloitte
and Touche LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Deloitte & Touche LLP, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report.
Deloitte & Touche LLP's reports on the financial statements of Pick for
the years ended February 29, 2000 and February 28, 1999 did not contain an
adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty,
audit scope or accounting principles. Further, during the fiscal years ended
February 28, 1999 and February 29, 2000 and through July 11, 2000, there were no
reportable events as defined by Item 304(a)(i)(iv) of Regulation S-B.
Deloitte & Touche LLP has not audited, reviewed, compiled or performed
any procedures on interim financial statements of Pick for any periods or any
financial statements of Pick subsequent to February 29, 2000. Furthermore,
Deloitte & Touche LLP, has not been engaged as independent auditors of PickAx,
Inc. and, accordingly, has not audited, reviewed, complied or performed any
procedures with respect to the financial statements of PickAx, Inc. as of any
dates or for any periods.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of August 23, 2000,
by and among Omnis Technology Corporation, Raining Merger
Sub, Inc., PickAx, Inc. and Gilbert Figueroa (included as
Appendix A to the Registrant's Definitive Proxy Statement
filed with the Commission on November 16, 2000 and
incorporated herein by reference)
4.1* Common Stock Purchase Agreement - Cash Purchase, dated as
of December 4, 2000, by and between the Registrant and
Astoria Capital Partners, L.P.
4.2* Common Stock Purchase Agreement - PickAx Note, dated as of
December 4, 2000, by and between the Registrant and
Astoria Capital Partners, L.P.
4.3* Common Stock Purchase Agreement - Individual, dated as of
December 4, 2000, by and between the Registrant and Harry
Augur
4.4* Common Stock Purchase Agreement - Individual, dated as of
December 4, 2000, by and between the Registrant and Robert
van Roijen
4.5* Registration Rights Agreement, dated as of December 4,
2000, by and among the Registrant, Astoria Capital
Partners, L.P., Harry Augur and Robert van Roijen
16.1 Letter from Deloitte & Touche LLP dated August 27, 2001
23.1* Independent Auditors' Consent
23.2* Consent of BDO Spencer Steward (Johannesburg) Incorporated
23.3* Consent of Mazars Neville Russell
* Previously filed on the Registrant's Form 8-K/A filed with the
Commission on June 21, 2001.
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SIGNATURE
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 hereunto duly authorized.
RAINING DATA CORPORATION
Date: August 24, 2001 By: /s/ SCOTT K. ANDERSON
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Scott K. Anderson, Jr.
Vice President -- Finance,
Treasurer and Secretary
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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16.1 Letter from Deloitte & Touche LLP dated August 27, 2001