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. 1)*
RAINING DATA CORPORATION
(f/k/a Omnis Technology Corporation)
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
096434105
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(CUSIP Number)
Douglas L. Hammer
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 2001
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(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.
*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.
CUSIP No. 096434105 SCHEDULE 13D Page 2 of 11
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 11
1 Name of Reporting Person GEOFFREY P. WAGNER
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds PF
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
7 Sole Voting Power -2,310,000-
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -2,310,000-
REPORTING
PERSON WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Reporting -2,310,000-
Person
12 Check Box if the Aggregate Amount in Row 11 [ ]
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 14.4%
14 Type of Reporting Person IN, HC
CUSIP No. 096434105 SCHEDULE 13D Page 4 of 11
1 Names of Reporting Persons ROCKPORT GROUP, L.P.
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 California
7 Sole Voting Power -2,270,000-
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -2,270,000-
REPORTING
PERSON WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Reporting -2,270,000-
Person
12 Check Box if the Aggregate Amount in Row 11 [ ]
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 14.1%
14 Type of Reporting Person PN
CUSIP No. 096434105 SCHEDULE 13D Page 5 of 11
1 Names of Reporting Persons RCJ CAPITAL PARTNERS, L.P.
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 Delaware
7 Sole Voting Power -850,000-
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -850,000-
REPORTING
PERSON WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Reporting -850,000-
Person
12 Check Box if the Aggregate Amount in Row 11 [ ]
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 5.3%
14 Type of Reporting Person PN
CUSIP No. 096434105 SCHEDULE 13D Page 6 of 11
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 RCJ Capital Partners,
L.P. ("RCJ"), Rockport Group, L.P. ("Rockport") and Geoffrey P.
Wagner ("Wagner") each of whose principal business office address
is 6600 SW 92nd Avenue, Suite 370, Portland, OR 97223.
RCJ is an investment limited partnership whose sole
general partner is Rockport. Rockport is an investment advisor
registered as such with the SECWagner is Rockport's sole general
partner. Wagner is also the Secretary and a director of the
Issuer.
None of RCJ, Rockport or Wagner has, during the past five
years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
None of RCJ, Rockport or Wagner 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.
RCJ is a Delaware limited partnership, Rockport is a
California limited partnership and Wagner is a United States
citizen.
RCJ is filing this statement jointly with the other
reporting persons, but not as a member of a group and expressly
disclaims membership in a group.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds to make the acquisition listed in
Item 5 was the personal funds of Wagner. The total amount of
funds to make the acquisition listed in Item 5 was $18,567.47.
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
CUSIP No. 096434105 SCHEDULE 13D Page 7 of 11
of the securities of the Issuer beneficially owned by him or it.
The reporting persons reserve all of their rights as stockholders
of the Issuer and may exercise those rights in any manner that
they consider to be in their interests.
At its August 27, 2001 meeting, the Board of Directors of
the Issuer made several changes in management of the Issuer,
including (i) the appointment of Carlton H. Baab as President and
Chief Executive Officer of the Issuer, replacing the Issuer's
Interim CEO, Bryce Burns and the Issuer's current President,
Richard Lauer, and (ii) the appointment of Wagner as Chairman of
the Issuer's Board. Other changes to management were also made
at the meeting. These actions were announced in a press release
on August 28, 2001. The management changes were supported by
Richard W. Koe ("Koe") who was in attendance at the meeting on
behalf of Astoria Capital Management, Inc. ("ACM") and Astoria
Capital Partners, L.P. ("Astoria"), a private investment limited
partnership. Koe is a general partner of Astoria and the
president and sole shareholder of ACM, Astoria's other general
partner. Koe, ACM and Astoria collectively beneficially own
approximately 54.8% of the Issuer's outstanding stock and have
reported their beneficial ownership of the Issuer's securities on
Schedule 13D. Mr. Baab is an employee of ACM, but will be taking
a paid leave of absence.
Beginning Saturday, August 25, 2001, Wagner and Koe 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.
In his role as Chairman, Wagner will be actively involved
in all matters that come before the Board, including monitoring
and evaluating management and nominating directors for election
and reelection at the Issuer's annual meetings. Wagner
anticipates that the Board may consider changes in the size of
the Board, but no particular plans or proposals have been made.
As Chairman, Wagner considers and votes on, and may discuss with
other directors or holders of stock of the Issuer, matters that
may come or have come before the Board. Wagner reserves all
rights of a member of the Board of Directors.
Except as described above, the reporting persons do not
currently have any plans or proposals which 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;
CUSIP No. 096434105 SCHEDULE 13D Page 8 of 11
(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 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) RCJ beneficially owns 850,000 shares of Common Stock. The
percentage of Common Stock beneficially owned by RCJ is 5.3%.
Rockport beneficially owns 2,270,000 shares of Common Stock
which includes 1,420,000 shares owned directly plus the 850,000
shares owned by RCJ. The percentage of Common Stock beneficially
owned by Rockport is 14.1%
In addition to the shares beneficially owned by Rockport,
Wagner personally owns 25,833 shares of Common Stock. Wagner also
holds a warrant to acquire an additional 4,167 shares at an
exercise price of $0.71875 per share. Additionally, a trust of
which Wagner's wife is the sole beneficiary beneficially owns
10,000 shares of the securities reported as beneficially owned
by Wagner. The total number of shares of Common Stock beneficially
owned by Wagner is 2,310,000. The percentage of Common Stock
beneficially owned by Wagner is 14.4%.
(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 February 1, 2001, Wagner acquired 25,833 shares of Common
Stock at a purchase price of $0.71875 per share, or an aggregate
purchase price of $18,567.47. The shares were acquired in a
private transaction with the Issuer through the partial exercise
of a warrant to purchase 30,000 shares of Common Stock.
CUSIP No. 096434105 SCHEDULE 13D Page 9 of 11
(d) As discussed above, 10,000 shares of the Common Stock
reported as beneficially owned by Wagner are the property of a
trust of which Wagner's spouse is the sole beneficiary. The trust
has the right to receive the dividends from, or the proceeds from
the sale of, such securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to
Securities of the Issuer
As a general partner of Rockport, which is the
general partner of RCJ, Wagner has effective investment and
voting control over the Common Stock Held by Rockport and RCJ.
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 of ACM (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.
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.
Item 7. Material to be Filed as Exhibits
Exhibit A - Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G.
CUSIP No. 096434105 SCHEDULE 13D Page 10 of 11
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
RCJ CAPITAL PARTNERS, L.P.
By its general partner
Rockport Group, L.P.
/s/ Geoffrey P. Wagner
______________________
By: Geoffrey P. Wagner
Its: General Partner
ROCKPORT GROUP, L.P.
/s/ Geoffrey P. Wagner
______________________
By: Geoffrey P. Wagner
Its: General Partner
GEOFFREY P. WAGNER
/s/ Geoffrey P. Wagner
______________________
CUSIP No. 096434105 SCHEDULE 13D Page 11 of 11
Exhibit A
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 Geoffrey P. Wagner 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
RCJ CAPITAL PARTNERS, L.P.
By its general partner
Rockport Group, L.P.
/s/ Geoffrey P. Wagner
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By: Geoffrey P. Wagner
Its: General Partner
ROCKPORT GROUP, L.P.
/s/ Geoffrey P. Wagner
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By: Geoffrey P. Wagner
Its: General Partner
GEOFFREY P. WAGNER
/s/ Geoffrey P. Wagner
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