UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 8, 2005
RAINMAKER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
| 0-28009 | | 33-0442860 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| |
1800 Green Hills Road Scotts Valley, CA | | 95066 |
| (Address of principal executive offices) | | (Zip Code) |
(831) 430-3800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Form 8-K/A is filed as an Amendment to the Current Report on Form 8-K filed by Rainmaker Systems, Inc. (the “Company”) under Items 1.01, 2.01, 2.03, 3.02, and 9.01 on February 11, 2005. The Amendment is being filed to include the financial information required under Item 9.01 that was previously omitted in accordance with Item 9.01(a)(4) and Item 9.01(b)(2).
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| | (a) | Financial statements of business acquired |
The audited financial statements of Quarter End, Inc. as of December 31, 2004 and the year ended December 31, 2004 are filed as Exhibit 99.1 to this Amendment and incorporated herein by this reference.
| | (b) | Pro forma financial information |
The pro forma financial information of the Company as of December 31, 2004 and for the year ended December 31, 2004 is filed as Exhibit 99.2 to this Amendment and incorporated herein by this reference.
| | |
| 10.1* | | Agreement and Plan of Merger, dated as of February 8, 2005, by and among RAINMAKER SYSTEMS, INC., CW ACQUISITION, INC., QUARTER END, INC., the individuals listed on Exhibit A thereto and Jeffrey T. McElroy. |
| |
| 10.2* | | Business Loan Agreement and Commercial Security Agreement, entered into February 8, 2005 and dated as of February 2, 2005 between Rainmaker Systems, Inc. and Bridge Bank, N.A. |
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| 23.1 | | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm. |
| |
| 99.1 | | Quarter End’s historical audited financial statements as of December 31, 2004 and for the year ended December 31, 2004. |
| |
| 99.2 | | Rainmaker Systems, Inc.’s unaudited pro forma condensed combined financial statements |
| * | Previously filed as an exhibit to the Current Report on Form 8-K filed on February 11, 2005. |
SIGNATURES*
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | |
| | | | | RAINMAKER SYSTEMS, INC. |
| | | | | (Registrant) |
| | |
| April 25, 2005 | | | | /s/ Steve Valenzuela
|
| Date | | | | (Signature) |
| | |
| | | By: | | Steve Valenzuela |
| | | Title: | | Chief Financial Officer |
EXHIBIT INDEX
| | |
| 10.1* | | Agreement and Plan of Merger, dated as of February 8, 2005, by and among RAINMAKER SYSTEMS, INC., CW ACQUISITION, INC., QUARTER END, INC., the individuals listed on Exhibit A thereto and Jeffrey T. McElroy. |
| |
| 10.2* | | Business Loan Agreement and Commercial Security Agreement, entered into February 8, 2005 and dated as of February 2, 2005 between Rainmaker Systems, Inc. and Bridge Bank, N.A. |
| |
| 23.1 | | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm. |
| |
| 99.1 | | Quarter End’s historical audited financial statements as of December 31, 2004 and for the year ended December 31, 2004. |
| |
| 99.2 | | Rainmaker Systems, Inc.’s unaudited pro forma condensed combined financial statements |
| * | Previously filed as an exhibit to the Current Report on Form 8-K filed on February 11, 2005. |
