|EX-99.1 - PRESS RELEASE - RAINMAKER SYSTEMS INC||dex991.htm|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 17, 2011
RAINMAKER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)||(IRS Employer Identification No.)|
900 East Hamilton Ave.
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(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 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.
The following information is being furnished pursuant to Item 2.02 of this Form 8-K.
On February 17, 2011, Rainmaker Systems, Inc. (the Company) issued a press release reporting financial results for the three and twelve months ended December 31, 2010. A copy of the Companys press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The press release, which has been attached hereto as Exhibit 99.1, discloses certain financial measures, such as adjusted net revenue, non-GAAP net loss, EBITDA and adjusted EBITDA, which may be considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a companys performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. These measures should be considered in addition to, not as a substitute for, or superior to, financial measures prepared in accordance with generally accepted accounting principles. The non-GAAP financial measures included in our press release have been reconciled to what we believe is the nearest GAAP measure as is required under SEC rules regarding the use of non-GAAP financial measures.
As used herein, GAAP refers to accounting principles generally accepted in the United States.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 2.02 of this Form 8-K is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release dated February 17, 2011, issued by Rainmaker Systems, Inc., reporting financial results for the three and twelve months ended December 31, 2010.|
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.
|Title:||Chief Financial Officer|