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Rainmaker Systems, Inc - Recent Material Event

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 29, 2012, Rainmaker Systems, Inc. (the “Company”) issued a press release reporting financial results for the three and twelve months ended December 31, 2011. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The press release discloses certain financial measures, such as 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 company’s 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.
(d)
Exhibits

Exhibit
No.
 
Description
 
 
 
99.1
 
Press Release dated February 29, 2012, issued by Rainmaker Systems, Inc., reporting financial results for the three and twelve months ended December 31, 2011.








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)
 
 
 
February 29, 2012
 
/s/ Timothy Burns
Date
 
(Signature)
 
 
By: Timothy Burns
 
 
Title: Chief Financial Officer