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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RIMAGE CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 41-1577970
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
7725 Washington Avenue South, Minneapolis, Minnesota 55439
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(Address of principal executive offices) (Zip code)
RIMAGE CORPORATION
2001 EMPLOYEE STOCK PURCHASE PLAN;
RIMAGE CORPORATION
2001 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS;
RIMAGE CORPORATION
1992 STOCK OPTION PLAN
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(Full title of the plans)
Robert M. Wolf
Treasurer
Rimage Corporation
7725 Washington Avenue South
Minneapolis, Minnesota 55439
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(Name and address of agent for service)
(952) 944-8144
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) FEE(3)
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Common Stock par
value $.01 per share 545,000 Shares $6.50 $3,542,500 $885.63
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(1) Represents 300,000 shares of common stock of Rimage Corporation
issuable pursuant to the Rimage Corporation 2001 Employee Stock
Purchase Plan; 75,000 shares of common stock of Rimage Corporation
issuable pursuant to the Rimage Corporation 2001 Stock Option Plan for
Non-Employee Directors; and 170,000 shares of common stock of Rimage
Corporation issuable pursuant to the Rimage Corporation 1992 Stock
Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based upon the average of the high and low
prices of the common stock as reported on the Nasdaq National Market on
September 17, 2001.
(3) Represents the total aggregate fee amount for the registration of
300,000 shares of common stock of Rimage Corporation issuable pursuant
to the Rimage Corporation 2001 Employee Stock Purchase Plan; 75,000
shares of common stock of Rimage Corporation issuable pursuant to the
Rimage Corporation 2001 Stock Option Plan for Non-Employee Directors;
and 170,000 shares of common stock of Rimage Corporation issuable
pursuant to the Rimage Corporation 1992 Stock Option Plan.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Rimage Corporation
("Rimage") with the Securities and Exchange Commission, are incorporated by
reference in this registration statement:
o our annual report on Form 10-K for the fiscal year ended December 31,
2000;
o our quarterly reports on Form 10-Q filed May 15, 2001 for the quarter
ended March 31, 2001 and August 14, 2001 for the quarter ended June
30, 2001; and
o The description of our Common Stock contained in our Registration
Statements filed pursuant to Section 12 of the Securities Exchange Act
of 1934 and any amendment or report filed to update such description
filed subsequent to the date hereof and prior to the termination of
the offering of the Common Stock offered hereby.
In addition, all documents filed by Rimage pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document all or part of which is incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
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Article 8 of Rimage's Restated Articles of Incorporation and the Bylaws
of Rimage provide that Rimage shall indemnify officers and directors to the
extent permitted by Minnesota Statutes Section 302A.521 as now enacted or
hereafter amended. Rimage also maintains an insurance policy or policies to
assist in funding indemnification of directors and officers for certain
liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation of Rimage Corporation, as amended (incorporated by
reference to Exhibit 3.1 of Rimage's registration statement on Form SB-2, Registration No.
33-22558).
4.2 Articles of Amendment of Restated Articles of Incorporation of Rimage Corporation, dated June
11, 2001.
4.3 Bylaws of Rimage Corporation, (incorporated by reference to Exhibit 3.2 to Rimage's
registration statement on Form SB-2, Registration No. 33-22558).
4.4 Form of certificate for shares of common stock of Rimage
Corporation (incorporated by reference to Rimage's
registration statement on Form SB-2, Registration No.
33-22558 ).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, as of the 18th
day of September, 2001.
RIMAGE CORPORATION
By: /s/ Bernard P. Aldrich
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Bernard P. Aldrich
Chief Executive Officer and President
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bernard P. Aldrich and David J. Suden and
each of them acting individually, as such person's true and lawful
attorneys-in-fact and agents, each with full power of substitution, for such
person, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and with such state securities commissions
and other agencies as necessary, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitutes, may do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on September 18, 2001, by the
following persons in the capacities indicated:
Signature Title
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/s/ Bernard P. Aldrich
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Bernard P. Aldrich Chief Executive Officer, President and
Director (Principal Executive and
Financial Officer)
/s/ David J. Suden
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David J. Suden Chief Technology Officer and Director
/s/ Robert M. Wolf
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Robert M. Wolf Treasurer (Principal Accounting
Officer)
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/s/ Ronald R. Fletcher
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Ronald R. Fletcher Director
/s/ Thomas F. Madison
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Thomas F. Madison Director
/s/ Richard F. McNamara
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Richard F. McNamara Director
/s/ Steven M. Quist
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Steven M. Quist Director
/s/ James L. Reissner
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James L. Reissner Director
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EXHIBIT INDEX
Exhibit
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4.2 Articles of Amendment of Restated Articles of Incorporation of Rimage Corporation dated June
11, 2001.
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).