~~OMB~~SECURITIES ~~APPROVAL~~AND ~~OMB~~EXCHANGE ~~Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response 28.0~~COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~ the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 515, 2006 ~~(January 3, 2006)~~

~~Raindance~~RAINDANCE ~~Communications~~COMMUNICATIONS, ~~Inc~~INC.

Delaware		000-31045		84-1407805
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

1157 Century Drive Louisville, CO	80027
Delaware	000-31045	84-1407805
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

~~Registrant’s~~1157 ~~telephone~~Century ~~number~~Drive Louisville, ~~including~~CO ~~area~~80027 (Address ~~code:~~of ~~(800~~principal executive offices and zip code) ~~878-7326~~

~~Not applicable~~(800) 878-7326

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) oþ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~INFORMATION~~Item 2.02 TO— BEResults ~~INCLUDED~~of INOperations ~~THE~~and ~~REPORT~~Financial Condition

~~Section~~ On February 115, —2006, ~~Registrant’s~~Raindance ~~Business~~Communications, Inc. (“Raindance”) issued a press release announcing its financial results for its fourth quarter and ~~Operations~~fiscal year ended December 31, 2005 and the proposed acquisition of Raindance by West Corporation that was announced on February 6, 2006. In addition, the press release announced that management would discuss the proposed acquisition by West Corporation on its conference call to be held at 4:30 P.M. ET on February 15, 2006. A copy of the press release is attached as Exhibit 99.1. The information in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

~~Item 1.01.~~Use ~~Entry~~of ~~into~~Non-GAAP aFinancial ~~Material Definitive Agreement~~Information

The ~~information~~attached ~~set~~press ~~forth~~release ~~under~~contains ~~Item 5.02~~certain financial measures that are not prepared or presented in accordance with generally accepted accounting principles (“~~Departure~~GAAP”). For purposes of Regulation G, ~~Directors~~a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or ~~Principal~~cash ~~Officers;~~flows ~~Election~~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 GAAP. To supplement our financial statements presented in accordance with GAAP, Raindance provides certain non-GAAP financial measures as additional information relating to its operating results. Raindance’s management believes that the presentation of ~~Directors;~~these ~~Appointment~~measures provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of ~~Principal~~operations. ~~Officers”~~These ismeasures ~~incorporated~~are ~~herein~~not in accordance with, or an alternative to, generally accepted accounting principles and may be different from non-GAAP financial measures used by ~~reference~~other companies.

~~Section 5~~ Pursuant —to ~~Corporate~~the ~~Governance~~requirements of Regulation G and ~~Management~~consistent with our historical practice, we have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Item 58.~~02. Departure~~01 of— ~~Directors~~Other ~~or Principal Officers; Election of Directors; Appointment of Principal Officers.~~Events

~~On January 3, 2006, Peter Holst was appointed to the newly created position of President and Chief Operating Officer of Raindance Communications, Inc. (“Raindance” or the “Company”).~~ In ~~connection with Mr. Holst’s appointment,~~ the ~~Company~~press ~~entered~~release ~~into~~attached anas ~~offer~~Exhibit ~~letter with Mr~~99. ~~Holst effective as of January 3~~1, ~~2006.~~Raindance ~~Pursuant~~announced tothat ~~the~~management ~~terms~~would ofdiscuss the ~~offer letter, Mr. Holst earns an annual base~~proposed ~~salary~~acquisition ofby ~~$250,000.~~West ~~Mr. Holst~~Corporation ison ~~also~~its ~~eligible~~conference ~~for~~call ~~an annual discretionary bonus, based on annual targets~~ to be ~~adopted~~held ~~annually by the compensation committee of the Company’s board of directors. The offer letter with Mr. Holst provides that his employment with the Company is~~ at~~-will~~ ~~and may be altered or terminated by either Mr~~4:30P. ~~Holst or the Company at any time~~M. ~~However,~~ET ifon ~~the Company terminates Mr.~~February ~~Holst’s employment without “cause” (as defined in the offer letter)~~15, Mr2006. ~~Holst will~~ ~~be entitled to receive his base salary for nine months following the date of termination.~~

~~The offer letter with Mr.~~Item ~~Holst~~9.01 ~~will~~— beFinancial ~~filed~~Statements asand ~~an exhibit to the Company’s Form 10-K for the year ending December 31, 2005~~Exhibits.

The Company also announced in the attached press release that effective January 20, 2006, its Executive Vice President of Sales and Marketing, Randy Atherton, will be leaving the Company as part of the new organizational structure.

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure.

On January 3, 2006 the Company issued a press release announcing that the Company plans to expand and reorganize its sales, service and support offerings. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information presented under this Item 7.01 and attached as Exhibit 99.1 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 expressly set forth by specific reference in such a filing.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release, dated January 3, 2006, Entitled “Raindance Launches New Online Event Management Services to Meet Customers’ Desire to Outsource Multimedia Meetings, Events and Seminars.”


Exhibit No.		Description

99.1		Press Release of Raindance, dated February 15, 2006, announcing fourth quarter and 2005 year-end financial results for the quarter and fiscal year ended December 31, 2005.

~~SIGNATURE~~Additional Information and Where to Find It

~~Pursuant~~ In toconnection with the ~~requirements~~proposed oftransaction, Raindance intends to file a proxy statement and other relevant materials with the Securities and Exchange ~~Act~~Commission (“SEC”). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, SHAREHOLDERS OF RAINDANCE ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant materials, and any other documents filed by Raindance with the SEC, may be obtained free of ~~1934~~charge at the SEC’s website at www.sec.gov. In addition, stockholders of Raindance may obtain free copies of the documents ~~registrant~~filed ~~has~~with ~~duly~~the SEC by directing a request through the Investors Relations portion of ~~caused~~Raindance’s ~~this~~website ~~report~~at http://www.raindance.com or by mail to beRaindance, ~~signed~~1157 onCentury ~~its~~Drive, Louisville, ~~behalf~~CO 80027, attention: Investor Relations, telephone: (303) 928-3000. You may also read and copy any reports, statements and other information filed by Raindance with the ~~undersigned~~SEC at the SEC public reference room at 100 F Street N.E., ~~thereunto~~Washington, ~~duly~~D.C. ~~authorized~~20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

~~Dated:~~Interests ~~January 5,~~of ~~2006~~Certain Persons in the Merger

~~RAINDANCE~~ Raindance ~~COMMUNICATIONS,~~and ~~INC~~its executive officers and directors may be deemed to be participants in the solicitation of proxies from Raindance stockholders in favor of the proposed transaction. ~~By:~~Certain executive officers and directors of Raindance have interests in the transaction that may differ from the interests of stockholders generally, including acceleration of vesting of stock options and/s/or ~~Stephanie~~restricted A.stock ~~Anagnostou~~awards, ~~Stephanie~~payment Aof cash bonuses in connection with a change in control transaction and continuation of director and officer insurance and indemnification. ~~Anagnostou~~These ~~Its:~~interests will ~~General~~be ~~Counsel~~described in the proxy statement when it becomes available.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RAINDANCE COMMUNICATIONS, INC.
Date: February 15, 2005

	By:	/s/ Stephanie A. Anagnostou

		Stephanie A. Anagnostou
		General Counsel & SVP

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated ~~January~~February 315, 2006, ~~Entitled~~announcing ~~“Raindance~~fourth ~~Launches~~quarter ~~New~~and ~~Online~~2005 ~~Event~~year-end ~~Management~~financial ~~Services~~results tofor ~~Meet~~the ~~Customers’~~quarter ~~Desire~~and tofiscal ~~Outsource~~year ~~Multimedia~~ended ~~Meetings~~December 31, ~~Events and Seminars~~2005.”

Filing Compare · RAINDANCE COMMUNICATIONS INC