As filed with the Securities and Exchange Commission on June 19, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
RIMAGE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1577970
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
7725 Washington Avenue South
Minneapolis, Minnesota 55439
(612)944-8144
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Bernard P. Aldrich Copies to: Thomas Martin,Esq.
Chief Executive Officer Dorsey & Whitney LLP
Rimage Corporation Pillsbury Center South
7725 Washington Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55439 Minneapolis, Minnesota 55402
(612) 944-8144 (612) 340-8706
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- --------------------------------------------------------------------------------
Common Stock
(0.01 par value) 350,000 $ 11.25 $ 4,375,000 $ 1291
================================================================================
* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
June 16, 1998 as reported on the Nasdaq Stock Market.
----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Subject to Completion, dated June 19, 1998
PROSPECTUS
RIMAGE CORPORATION
--------------
350,000 SHARES OF
COMMON STOCK
($.01 PAR VALUE)
--------------
This Prospectus relates to up to an aggregate of 350,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Rimage Corporation, a Minnesota corporation ("Rimage" or the "Company"), that
may be sold from time to time by various individuals and entities currently
holding restricted shares of the Company's Common Stock (the "Selling
Shareholders"). See "Selling Shareholders." The Company will not receive any
proceeds from the sale of the Shares. The Company has agreed to pay the expenses
of registration of the Shares, including legal and accounting fees.
Any or all of the Shares may be offered from time to time in transactions
on the Nasdaq National Market, in brokerage transactions at prevailing market
prices or in transactions at negotiated prices. See "Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the Nasdaq National Market under the symbol
"RIMG." On June 16, 1998, the last reported sale price of the Common Stock as
reported on the Nasdaq National Market was $11.25 per share.
--------------
FOR INFORMATION CONCERNING CERTAIN RISKS RELATED TO THIS OFFERING, SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities offered hereby in any jurisdiction in which
it is not lawful or to any person to whom it is not lawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
The date of this Prospectus is________, 1998.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and information
statements and other materials that are filed through the Commission's
Electronic Data Gathering, Analysis and Retrieval system. This Web site can be
accessed at http://www.sec.gov. In addition, the Common Stock of the Company is
listed on the Nasdaq National Market, and reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
National Association of Securities Dealers, 1735 K. Street N.W., Washington,
D.C. 20006. This Prospectus does not contain all the information set forth in
the Registration Statement and exhibits thereto which the Company has filed with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"), and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-K for the year ended December 31,
1997;
(b) the Quarterly Report on Form 10-Q for the three month period
ended March 31, 1998;
(c) all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (1) above; and
(d) the description of Rimage's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12 of the
Exchange Act and any amendment or report filed for the purpose of
updating any such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus 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 Prospectus 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 Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Bernard P. Aldrich, Chief Executive Officer, Rimage Corporation,
7725 Washington Avenue South, Minneapolis, Minnesota 55439 or by telephone to
(612) 944-8144.
<PAGE>
RISK FACTORS
AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK
AND IS NOT AN APPROPRIATE INVESTMENT FOR PERSONS WHO CANNOT AFFORD THE LOSS OF
THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE FOLLOWING
RISK FACTORS AND SHOULD REVIEW CAREFULLY THE FINANCIAL AND OTHER INFORMATION
PROVIDED BY THE COMPANY.
POSSIBLE OBSOLESCENCE. The computer data storage industry served by the
Company is subject to rapid technological changes. Both the capacity and size of
storage devices has improved dramatically in recent years. Alternate data
storage media exist and are under development, including high capacity hard
drives, optical disks, and file servers accessible through computer networks,
and may affect the usage of diskettes, CD-R and CD-ROM technology. While the
Company has achieved some success in transitioning its product focus from
diskette storage to CR-R and CD-ROM technology, a significant change in the
usage of CD-R or CD-ROM as storage media in the future would significantly
affect sales of the Company's products. In addition, competitors of the Company
may develop alternative storage technologies. The Company expends a significant
portion of its revenues on research and development and product enhancement
efforts. There can be no assurance, however, that the Company's technology, and
products based thereon, will not be made obsolete by technologies developed by
others.
COMPETITION. The storage technology industry is intensely competitive and
rapidly changing. A number of companies offer products similar to the Company's
products that target the same markets as the Company. Some of the Company's
existing competitors, as well as a number of new potential competitors, have
larger technical staffs, more established and larger marketing and sales
organizations and significantly greater financial resources than the Company.
There can be no assurance that such competitors will not develop products that
are superior to the Company's products or that achieve greater market
acceptance. The Company's future success will depend upon its ability to
increase its share of its target markets and to license additional products and
product enhancements to existing customers. There can be no assurance that the
Company will be able to compete with larger companies that have significantly
greater resources and contacts within the industry or that competition will not
have a material adverse effect on the Company's results of operations.
NEW DISTRIBUTION. For the past several years, the Company has distributed
its products through a direct sales force and through a network of authorized
value-added resellers. Currently, the Company is expanding its network of
value-added resellers and distributors. The Company will likely commit resources
to the establishment of such distribution relationships and will not be in a
position to evaluate the success of these methods of distribution for a period
of up to one year.
KEY SUPPLIERS. The Company has multiple sources for most of the
components used in its products. A few components, however, are available only
from a limited number of vendors. The inability to obtain such components on a
timely basis from such vendors would have an adverse impact on the Company's
ability to fill orders from its customers or, in some cases, to obtain such
orders.
PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY. The Company relies
heavily on its proprietary hardware designs and technology. Although the Company
uses a variety of methods to protect its technology, it relies most heavily on
patents and trade secrets. There can be no assurance that the steps taken by the
Company will be adequate to deter misappropriation of its technology, that any
patents issued to the Company will not be challenged, invalidated or
circumvented, or that the rights granted thereunder will provide a competitive
advantage to the Company. In addition, there remains the possibility that others
will "reverse engineer" the Company's products in order to determine their
method of operation and introduce competing products or that others will develop
competing technology independently. Any such adverse circumstances could have a
material adverse effect on the Company's results of operations.
<PAGE>
As the number of its products increases, the markets in which its
products are sold expands, and the functionality of those products grows and
overlaps with products offered by competitors, the Company believes that it may
become increasingly subject to infringement claims. Although the Company does
not believe any of its products or proprietary rights infringe the rights of
third parties, there can be no assurances that infringement claims will not be
asserted against the Company in the future or that any such claims will not
require the Company to enter into royalty arrangements or result in costly
litigation.
TRANSACTIONS WITH AFFILIATES. Rimage is engaged in various transactions
with affiliated parties. It leases its headquarters from a corporation owned by
Ronald R. Fletcher and Richard F. McNamara, the principal stockholders of
Rimage, and two other persons. In September 1992, Messrs. Fletcher and McNamara
contributed to Rimage, as a capital contribution, a majority of the common stock
of Media Systems Technology, Inc. ("MST"). MST provides certain repair and
maintenance services to Rimage. In September 1995, Rimage purchased Dunhill
Software Services, Inc., a diskette duplication service bureau owned by Messrs.
Fletcher and McNamara. The Company believes that the terms of its transactions
with each of these affiliated parties are no less favorable to the Company than
terms that could be obtained from nonaffiliated parties.
DEPENDENCE ON KEY PERSONNEL. The Company's operations are materially
dependent upon the services of Bernard P. Aldrich, President, Chief Executive
Officer and Chief Financial Officer, and David J. Suden, Chief Technical
Officer. The loss of the services of Mr. Aldrich or Mr. Suden would materially
and adversely affect the Company's business. The Company does not have
employment agreements or "key man" life insurance on such officers and has no
plans to obtain such agreements or insurance.
UNDESIGNATED SHARES. The Articles of Incorporation of the Company
currently authorize the Board of Directors, without shareholder approval, to
issue up to 10,000,000 shares of capital stock, which may be either preferred
stock or Common Stock. The Board of Directors may issue stock in one or more
classes or series from time to time and with such provisions as are determined
by the Board of Directors prior to issuance of any particular class or series.
The issuance of stock with rights and preferences determined by the Board of
Directors could dilute the stock ownership of, or adversely affect the rights
of, holders of the Common Stock, including voting rights. The existence of the
undesignated shares could have the effect of discouraging an attempt to acquire
control of the Company.
THE YEAR 2000 ISSUE. The Company is currently assessing the impact of The
Year 2000 Issue on its operational systems and its products. The Year 2000
Issues exists because many computer systems and applications currently store a
two-digit date field to designate a year. As the century date occurs, date
sensitive systems will recognize the year 2000 as 1900 or not at all. Management
believes the Company's products are compliant with this issue and performance
will not be significantly impacted by the date changes into the 21st century.
The Company has initiated projects to identify and correct any problem that
could exist. The cost of such programs, has not yet been identified but is not
expected to be material to the Company's financial results. Management believes
it has taken the necessary steps to prepare for this issue, but there can be no
assurance additional issues will not occur or unforeseen problems arise causing
additional expense to the Company.
RIMAGE CORPORATION
GENERAL
The Company designs, manufactures and markets CD recordable ("CD-R") and
computer diskette duplication and production equipment and provides high volume
data duplication services on diskette, CD-R and CD-ROM. The Company's Producer
line of CD-R production systems provides turnkey premastering, recording and
label printing in a single machine that may be used alone or on a network to
allow the user to record and label large volumes of digital information for
information distribution, archiving and other applications. The Perfect Image(R)
CD Printer
<PAGE>
is a fast, affordable system for professional quality printing on the surface of
a CD. The Perfect Image Series 100 automatic disk duplicators provide high
capacity (up to 190 disks per hour) disk duplication capacity for software disk
production and other applications. The Perfect Image Automated Production Cells
have been a mainstay product for Rimage for over eight years that provide
completely automated floppy disk mastering, duplication, labeling, data
replacement and quality control capabilities.
The Rimage Services Division provides a range of high speed, high volume
tape, diskette and CD -ROM duplication services. The Company also provides
turnkey services that include packaging and distribution of customer products.
The Company was incorporated as IXI, Inc. in Minnesota in February 1987
and changed its name to Rimage Corporation in April 1988. Rimage acquired the
assets of a company that produced diskette duplication equipment in 1987 and of
a California-based manufacturer of duplication equipment in 1988 and its
operations through 1995 consisted primarily of the design, manufacture and sale
of diskette and tape duplication equipment. In 1992, Rimage created a formal
presence in Europe, forming Rimage Europe GmbH as a wholly-owned subsidiary to
conduct sales and service. In December 1993, Rimage acquired Duplication
Technology, Inc., a company located in Boulder, Colorado that manufactures tape
and CD-R duplication equipment and provides duplication services. In September
1994, the Company acquired a company in California, Knowledge Access
International, that provides customized browser and archiving software. The
Company formed a separate division in early 1996, Rimage Optical Systems, to act
as a distributor of CD-ROM stamping presses manufactured by a European Company.
In September 1995 Rimage acquired Dunhill Software Services, Inc., an
affiliated corporation that was formed in 1988 and that offered diskette
duplication and production services. Dunhill was merged into the Company and,
together with a portion of Duplication Technology, represents most of the
Company's Services Division operations.
The Company's operations during the past five years have been affected by
the foregoing acquisitions, by the timing of new product introductions and the
expenses associated with development of such new products, by changes in
preferred formats for media storage, and by increasing competition in the
services businesses. The shift from diskette to CD-ROM storage technologies
affected the Company's product sales in 1995, as it worked to introduce its new
CD-R products. These new CD-R products have generated significant sales in 1996
and 1997 and represent the Company's most profitable business currently.
Although the services business benefited from increasing services revenue
through 1994, the declining use of diskettes negatively impacted both margins
and services revenue in 1995, 1996 and 1997. The reduced product sales in 1995
and the decreasing services revenues in 1996 caused the Company to report
substantial losses during those two years.
The Company responded in late 1996 by retaining new management and by
planning for the phasing out of unprofitable operations. In early 1997, the
Company shutdown Knowledge Access, which had been inactive since 1995. The
operations of Rimage Optical Systems, which had contributed approximately $6
million of revenue but virtually no operating margin in 1996, were also
terminated in early 1997. The Company also ceased operations in Asia in early
1997 and moved its CD-ROM production equipment, which was not fully utilized at
its location in Wisconsin, to a third party contractor site during the winter of
1997. These changes, together with substantial cost savings measures instituted
at the end of 1996 and increased distribution and market acceptance of its new
CD-R products, resulted in record earnings for the 1997 fiscal year.
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
ownership of the Company's Common Stock by the Selling Shareholders as of May 1,
1998, and as adjusted to reflect the sale of the Shares pursuant to this
Prospectus.
<TABLE>
<CAPTION>
Maximum
Number Shares
Number of Shares Owned
of Shares to be Sold After Offering (1)
Owned Prior Pursuant to ----------------------
Name to Offering this Prospectus Number Percent
- ------------------------------- ----------- --------------- ------ -------
<S> <C> <C> <C> <C>
Michael P. Mulligan ........... 30,000 25,000 5,000 *
James W. Concidine ............ 10,000 10,000 0 0
Larry Arnold .................. 49,500 35,000 14,500 *
H. James Roitenberg ........... 35,000 35,000 0 0
Daryl J. Werneke .............. 5,000 5,000 0 0
Harry C. Ervin ................ 10,000 10,000 0 0
Protective Mouthguards Inc(3).. 64,500 30,000 34,500 1.1%
Raymond Newkirk ............... 25,000 25,000 0 0
Joseph Semler ................. 25,000 25,000 0 0
Robert Hibbs .................. 74,000 50,000 24,000 *
Marvin Goldstein .............. 25,000 25,000 0 0
Thomas Vertin ................. 31,600 25,000 6,600 *
Bridgestone Fund VIII (4) ..... 126,000 50,000 76,000 1.9%
------- ------- ------- ---
Total ......................... 487,500 350,000 128,500 4.1%
</TABLE>
- -----------
* Less than 1%.
(1) Assumes the sale of all shares covered by this Prospectus.
(2) Does not include 3,000 held by spouse.
(3) Includes 17,500 shares held by the President and sole shareholder of such
corporation in his personal capacity.
(4) Includes shares held by an affiliated partnership under common control.
George E. Kline, a director of the Company, is a managing partner of a
limited liability company that serves as a general partner for the Fund.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Shareholders for their
own accounts. The Company will not receive any proceeds from the sale of the
Shares pursuant to this Prospectus. The Company has agreed to pay the expenses
of registration of the Shares, including a certain amount of legal and
accounting fees.
The Selling Shareholders may offer and sell the Shares from time to time
in transactions on the Nasdaq National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. Sales may be
made to or through brokers or dealers who may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholders or the
purchasers of Shares for whom such brokers or dealers may act as agent or to
whom they may sell as principal, or both. As of the date of this Prospectus, the
Company is not aware of any agreement, arrangement or understanding between any
broker or dealer and the Selling Shareholders.
<PAGE>
The Selling Shareholders and any brokers or dealers acting in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit realized by them on the resale of Shares as principals
may be deemed underwriting compensation under the Securities Act.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by KPMG
Peat Marwick LLP, independent certified public accountants, as indicated in
their report with respect thereto, and incorporated herein by reference in
reliance upon the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota
55402.
<PAGE>
======================================== ======================================
No dealer, salesperson or any other
person has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus, and, if 350,000 Shares
given or made, such information
orrepresentations must not be relied upon
as having been authorized by the Company,
any Selling Shareholders or any other
person. This Prospectus does not RIMAGE CORPORATION
constitute an offer to sell or a
solicitation of an offer to buy to any
person in any jurisdiction in which such
offer or solicitation would be unlawful
or to any person to whom it is unlawful.
Neither the delivery of this Prospectus
nor any offer or sale made hereunder Common Stock
shall, under any circumstances, create
any implication that there has been no
change in the affairs of the Company or
that the information contained herein is
correct as of any time subsequent to the
date hereof.
----------
TABLE OF CONTENTS
----------
Page PROSPECTUS
---- ----------
Available Information................. 2
Incorporation of Certain Documents By
Reference.......................... 2
Risk Factors.......................... 3
Rimage Corporation.................... 4
Selling Shareholders.................. 6
Plan of Distribution.................. 6
Experts............................... 7
Legal Matters......................... 7
________, 1998
======================================== ======================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee.................. $ 1,291.00
Accounting Fees and Expenses.......... 2,000.00
Legal Fees and Expenses............... 7,000.00
Miscellaneous ........................ 4,709.00
-----------
Total.......................... $ 15,000.00
-----------
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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.
The Bylaws of Rimage provide that Rimage shall indemnify officers and directors
to the extent permitted by 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 16. LIST OF EXHIBITS
5 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS
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:
<PAGE>
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(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
to such information 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 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
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change in the information
set forth in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by \
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or 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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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, on June 15, 1998.
RIMAGE CORPORATION
By /s/ Bernard P. Aldrich
-----------------------------------------
Bernard P. Aldrich
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Bernard P.
Aldrich and Robert M. Wolf, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his or
her behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his or her substitutes,
shall do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Bernard P. Aldrich Chief Executive Officer, President, and June 15, 1998
- ----------------------------- Director (principal executive and
Bernard P. Aldrich financial officer)
/s/ David J. Suden Chief Technical Officer & Director June 15, 1998
- -----------------------------
David J. Suden
/s/ Robert M. Wolf Controller (principal accounting officer) June 15, 1998
- -----------------------------
Robert M. Wolf
/s/ James L. Reissner Director June 15, 1998
- -----------------------------
James L. Reissner
/s/ Ronald R. Fletcher Director June 15, 1998
- -----------------------------
Ronald R. Fletcher
/s/ Richard F. McNamara Director June 15, 1998
- -----------------------------
Richard F. McNamara
/s/ George E. Kline Director June 15, 1998
- -----------------------------
George E. Kline
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NO. ----------- ----
- ------
5 Opinion of Dorsey & Whitney LLP regarding legality.................
23.1 Consent of KPMG Peat Marwick LLP...................................
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement)............................................
24 Power of Attorney (included on signature page).....................
EXHIBIT 5
[Dorsey & Whitney LLP Letterhead]
Rimage Corporation
7725 Washington Avenue South
Minneapolis, Minnesota 55439
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Rimage Corporation, a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale of
up to 350,000 shares of common stock of the Company, par value $.01 per share
("Common Stock"), of which all such shares will be sold from time to time by the
Selling Shareholders named in the Registration Statement, on the Nasdaq National
Market or otherwise, directly or through underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below. In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the legal capacity for
all purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the shares of
Common Stock to be sold by the Selling Shareholders pursuant to the Registration
Statement have been duly authorized by all requisite corporate action and, are
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: June 15, 1998
Very truly yours,
Dorsey & Whitney LLP
TOM
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Rimage Corporation:
We consent to the use of our report incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 15, 1998
