SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 1, 2000
RIMAGE CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota (0-20728) 41-1577970
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(State or other jurisdiction of COMMISSION FILE NO. (I.R.S. Employer
incorporation or organization) Identification No.)
7725 Washington Avenue South
Minneapolis, MN 55439
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(Address of principal executive offices) (Zip Code)
(612) 944-8144
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 1, 2000, Rimage Corporation ("Rimage") completed the
acquisition of Cedar Technologies, Inc. ("Cedar"). Pursuant to an Agreement and
Plan of Merger dated as of February 25, 2000 (the "Agreement") between Rimage,
Cedar, CDR Acquisition, Inc. (a wholly owned subsidiary of Rimage) and five of
the shareholders of Cedar, on March 1, 2000, CDR Acquisition, Inc. was merged
("the "Merger") with and into Cedar, Rimage issued 331,664 shares of its common
stock for all of the outstanding common stock of Cedar, and Cedar became a
wholly owned subsidiary of Rimage. Of such shares, 33,661 shares were placed in
an escrow account for one year after the date of the Merger to cover indemnity
obligations. Rimage also agreed to assume the obligation to issue approximately
149,376 shares of its common stock upon exercise of outstanding options of
Cedar, and 118,596 shares of its common stock upon exercise of outstanding
warrants of Cedar. The transaction was intended to qualify as a tax-free
exchange with pooling of interests accounting treatment.
Cedar was founded in 1996 and currently manufactures and markets CDR
publication and duplication equipment designed for sale with a lower price point
than Rimage's products. Rimage intends to continue to use Cedar's name and
distribution channels to sell Cedar's products to this market. Cedar's
manufacturing operations will eventually be consolidated with Rimage's. Cedar
generated approximately $5 million of revenue during the year ended December 31,
1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial statements of the business acquired
Financial statements are omitted because none of the
conditions set forth in SX Rule 1.02(w) exceeded 20% with
respect to the business acquired.
b) Pro forma financial information
Pro forma financial information is omitted because the
business acquired did not constitute a "significant business"
within the meaning of SX Rule 11-01(b).
c) Exhibits
Exhibit Number Description
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2.1 Agreement and Plan of Merger
2.2 Escrow Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RIMAGE CORPORATION
By /s/ Bernard P. Aldrich
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Bernard P. Aldrich, President
Dated: March 7, 2000
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