Attached files

file filename
EX-99.1 - PRESS RELEASE - RAINMAKER SYSTEMS INCsiltonpressrelease.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 27, 2012
____________________________
RAINMAKER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
____________________________
 
Delaware
 
(State or other jurisdiction of incorporation)
000-28009
 
33-0442860
(Commission File Number)
 
(IRS Employer Identification No.)
900 East Hamilton Ave.
Campbell, CA
 
95008
(Address of principal executive offices)
 
(Zip Code)
(408) 626-3800
(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))






Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2012, the Board of Directors of Rainmaker Systems, Inc. (the “Company”) initiated a search for a new Chief Executive Officer to succeed Michael Silton as Chief Executive Officer of the Corporation (“CEO”).
The Board of Directors intends to retain the services of Mr. Silton as CEO until such time as a new CEO is appointed in order to provide for a smooth transition of the CEO position. Mr. Silton will also continue to serve as a member of the Board of Directors of the Company and as its Chairman.

Section 7 – Regulation FD
Item 7.01 – Regulation FD Disclosure.
On July 31, 2012, the Company issued a press release announcing that its Board of Directors has initiated a search for a new Chief Executive Officer, a copy of which is furnished as Exhibit 99.1 attached hereto.
The press release is being furnished under “Item 7.01- Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits.
(d)
Exhibits.

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release dated July 31, 2012, announcing that the Company's Board of Directors has initiated a search for a new Chief Executive Officer.









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)
 
 
 
July 31, 2012
 
/s/ Timothy Burns
Date
 
(Signature)
 
 
By: Timothy Burns
 
 
Title: Chief Financial Officer