Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RIMAGE CORPORATION
(Exact name of issuer 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
(Address of Principal Executive Offices) (Zip Code)
RIMAGE CORPORATION 1992 STOCK OPTION PLAN
(Full title of the plan)
Bernard P. Aldrich Copy to:
President and Chief Executive Officer Thomas Martin
Rimage Corporation Dorsey & Whitney LLP
7725 Washington Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55439 Minneapolis, MN 55402
(Name and address of agent for service)
(612) 944-8144
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
- --------------------------------------------------------------------------------
Common Stock
$.01 par value 750,000 $12.3458 $9,257,813 $2,731
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(1) The number of shares being registered represents 750,000 additional shares
of Common Stock which may be issued pursuant to the Rimage Corporation 1992
Stock Option Plan.
(2) Estimated solely for the purpose of determining the registration fee. The
proposed maximum offering price is based upon the average of the high and low
selling prices of the Common Stock quoted on NASDAQ NMS for May 26 , 1998.
Pursuant to General Instruction E of the General Instructions to the Form S-8,
this Registration Statement incorporates by reference the Registrant's
Registration Statement on Form S-8 filed November 10, 1993 (No. 33-71472) .
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number Description
4.1 1992 Stock Option Plan of the Company, as amended.
5 Opinion of Dorsey & Whitney LLP.
24.1 Consent of KPMG Peat Marwick LLP
24.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
above).
25 Power of Attorney (included in the signature page to this
Registration Statement).
Item 9. Undertakings.
A. Post-Effective Amendments
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;
(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;
(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 subparagraphs (i) and (ii) above
will not apply if the information required to be included in
a post-effective amendment by those subparagraphs 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.
<PAGE>
(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. Subsequent Documents Incorporated by Reference
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 Section 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.
C. Claims for Indemnification
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 indemnification provisions described
herein, 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 such 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 of 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-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, on this 21st day of
May, 1998.
RIMAGE CORPORATION
By: /s/ BERNARD P. ALDRICH
---------------------------------
Bernard P. Aldrich,
Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of Rimage Corporation, whose signatures
appear below, hereby constitute and appoint Bernard P. Aldrich and David J.
Suden, and each of them (with full power to each of them to act alone), the true
and lawful attorney-in-fact to sign and execute on behalf of the undersigned,
any amendment or amendments to this Registration Statement of Rimage
Corporation, and each of the undersigned does hereby ratify and confirm all that
said attorneys shall do or cause to be done by virtue thereof.
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:
Name Title
---- -----
/s/ Bernard P. Aldrich Chief Executive Officer, May 21, 1998
- -------------------------- President and Director
Bernard P. Aldrich (PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICER)
/s/ David J. Suden Chief Technical Officer and May 21, 1998
- -------------------------- Director (PRINCIPAL FINANCIAL
David J. Suden OFFICER)
/s/ Robert Wolf Controller May 21, 1998
- -------------------------- (PRINCIPAL ACCOUNTING OFFICER)
Robert Wolf
/s/ Ronald R. Fletcher Director May 21, 1998
- --------------------------
Ronald R. Fletcher
/s/ Richard F. McNamara Director May 21, 1998
- --------------------------
Richard F. McNamara
/s/ George E. Kline Director May 21, 1998
- --------------------------
George E. Kline
/s/ James Reissner Director May 21, 1998
- --------------------------
James Reissner
Exhibit 4.1
RIMAGE CORPORATION
1992 STOCK OPTION PLAN
As amended March 20, 1997
The purpose of the Rimage Corporation 1992 Stock Option Plan (the
"Plan") is to promote the growth and profitability of Rimage Corporation (the
"Company") and its Affiliates by providing its employees and directors with an
incentive to achieve long-term corporate objectives, to attract and retain
employees and directors of outstanding competence, and to provide such employees
and directors with an equity interest in the Company.
1. STOCK SUBJECT TO PLAN. An aggregate of 1,000,000 shares (the
"Shares") of the Common Stock, $.01 par value, of the Company ("Common Stock")
may be subject to options granted under the Plan. Such Shares may be authorized
but unissued Common Stock or authorized and issued Common Stock that has been or
may be acquired by the Company. Shares that are subject to an option which
expires or is terminated unexercised shall again be available for issuance under
the Plan.
2. ADMINISTRATION.
a. COMMITTEE. The Plan shall be administered by the Stock
Option Committee (the "Committee") of the Board of Directors of the
Company (the "Board"). The Committee shall be comprised of two or more
members of the Board, each of whom shall be a "disinterested person"
within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.
b. POWERS AND DUTIES. The Committee shall have the authority
to make rules and regulations governing the administration of the
Plan; to select the eligible employees to whom options shall be
granted; to determine the type, amount, size, and terms of options; to
determine the time when options shall be granted; to determine whether
any restrictions shall be placed on Shares purchased pursuant to any
option; and to make all other determinations necessary or advisable
for the administration of the Plan. The Committee's determinations
need not be uniform, and may be made by it selectively among persons
who are eligible to receive options under the Plan, whether or not
such persons are similarly situated. All interpretations, decisions,
or determinations made by the Committee pursuant to the Plan shall be
final and conclusive.
3. ELIGIBILITY. Any employee, director or consultant of the Company or
of any of its Affiliates shall be eligible to receive options under the Plan. A
persons who has been granted an option under this Plan, or under any predecessor
plan, may be granted additional options if the Committee shall so determine.
Except to the extent otherwise provided in the agreement evidencing an option,
the granting of an option under this Plan shall not affect any outstanding
option previously granted under this Plan or under any other plan of the Company
or any Affiliate. For purposes of the Plan, the term "Affiliate" shall mean any
"parent corporation" or "subsidiary corporation" of the Company, as those terms
are defined in Sections 425(e) and 425(f) of the Internal Revenue Code of 1986,
as amended.
4. EMPLOYEE STOCK OPTIONS. The Committee may grant to eligible
employees stock options which are intended to qualify as "Incentive Stock
Options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, and may grant to employees, directors or consultants stock options
which are not intended to so qualify ("Nonqualified Options"), or any
combination thereof. A stock option granted pursuant to the Plan shall entitle
the optionee, upon exercise, to purchase Shares at a specified price during a
specified period. Options shall be subject to such terms and conditions as the
Committee shall from time to time approve; provided, that each option shall be
subject to the following requirements:
<PAGE>
a. TYPE OF OPTION. Each option shall be identified in the
agreement pursuant to which it is granted as an Incentive Stock Option
or as a Nonqualified Option, as the case may be.
b. TERM. No option shall be exercisable more than 121 months
after the date on which it is granted.
c. PAYMENT. The purchase price of Shares subject to an
option shall be payable in full at the time the option is exercised.
Payment may be made in cash, in shares of Common Stock having an
aggregate fair market value on the date of exercise which is not less
than the option price, or by a combination of cash and such shares, as
the Committee may determine, and subject to such terms and conditions
as the Committee deems appropriate.
d. OPTIONS NOT TRANSFERABLE. Options shall not be
transferable except to the extent permitted by the agreement
evidencing such option; provided, that in no event shall any option be
transferable by the optionee, other than by will or the laws of
descent and distribution. Options shall be exercisable during an
optionee's lifetime only by such optionee. If, pursuant to the
agreement evidencing any option, such option remains exercisable after
the optionee's death, it may be exercised, to the extent permitted by
such agreement, by the personal representative of the optionee's
estate or by any person who acquired the right to exercise such option
by bequest, inheritance, or otherwise by reason of the optionee's
death.
e. INCENTIVE STOCK OPTIONS. If an option is an Incentive
Stock Option, it shall be subject to the following additional
requirements:
i. The purchase price of Shares that are subject
to an Incentive Stock Option shall not be less than 100% of
the fair market value of such Shares at the time the option
is granted, as determined in good faith by the Committee.
ii. The aggregate fair market value (determined at
the time the option is granted) of the Shares with respect
to which Incentive Stock Options are exercisable by the
optionee for the first time during any calendar year, under
this Plan or any other plan of the Company or any Affiliate,
shall not exceed $100,000.
iii. An Incentive Stock Option shall not be
exercisable more than ten years after the date on which it
is granted.
iv. The purchase price of Shares that are subject
to an Incentive Stock Option granted to an employee who, at
the time such option is granted, owns 10% or more of the
total combined voting power of all classes of stock of the
Company or of any Affiliate shall not be less than 110% of
the fair market value of such Shares on the date such option
is granted, and such option may not be exercisable more than
five years after the date on which it is granted. For the
purposes of this subparagraph, the rules of Section 425(d)
of the Code shall apply in determining the stock ownership
of any employee.
Subject to the foregoing, options may be made exercisable in one or
more installments, upon the happening of certain events, upon the
fulfillment of certain conditions, or upon such other terms and
conditions as the Committee shall determine.
5. AGREEMENTS. Each option granted pursuant to the Plan shall be
evidenced by an agreement setting forth the terms and conditions upon which it
is granted. Multiple options may be evidenced by a single agreement. Subject to
the limitations set forth in the Plan, the Committee may, with the consent of
the person to whom an option has been granted, amend any such agreement to
modify the terms or conditions governing the option evidenced thereby.
<PAGE>
6. ADJUSTMENTS. In the event of any change in the outstanding shares
of Common Stock by reason of any stock dividend or split, recapitalization,
reclassification, combination, or exchange of shares or other similar corporate
change, then if the Committee shall determine, in its sole discretion, that such
change necessarily or equitably requires an adjustment in the number of Shares
subject to an option, in the option price or value of an option, or in the
maximum number of Shares subject to this Plan, such adjustments shall be made by
the Committee and shall be conclusive and binding for all purposes of this Plan.
No adjustment shall be made in connection with the issuance by the Company of
any warrants, rights, or options to acquire additional Common Stock or of
securities convertible into Common Stock.
7. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. Subject to
the provisions of the agreement evidencing any option, if the Company shall
become a party to any corporate merger, consolidation, major acquisition of
property for stock, reorganization, or liquidation, the Board of Directors of
the Company shall have the power to make any arrangement it deems advisable with
respect to outstanding options and in the number of Shares subject to this Plan,
which shall be binding for all purposes of this Plan, including, but not limited
to, the substitution of new options for any options then outstanding, the
assumption of any such options, and the termination of such options.
8. EXPENSES OF PLAN. The expenses of administering this Plan shall be
borne by the Company and its Affiliates.
9. RELIANCE ON REPORTS. Each member of the Committee and each member
of the Board of Directors shall be fully justified in relying or acting in good
faith upon any report made by the independent public accountants of the Company
and its Affiliates and upon any other information furnished in connection with
this Plan by any person or persons other than himself. In no event shall any
person who is or shall have been a member of the Committee or of the Board of
Directors be liable for any determination made or other action taken or omitted
in reliance upon any such report or information, or for any action taken or
omitted, including the furnishing of information, in good faith.
10. RIGHTS AS STOCKHOLDER. Except to the extent otherwise specifically
provided hereon, no recipient of any option shall have any rights as a
stockholder with respect to Shares sold or issued pursuant to the Plan until
certificates for such Shares have been issued to such person.
11. GENERAL RESTRICTIONS. Each option granted pursuant to the Plan
shall be subject to the requirement that if, in the opinion of the Committee:
a. the listing, registration, or qualification of any Shares
related thereto upon any securities exchange or under any state or
federal law;
b. the consent or approval of any regulatory body; or
c. an agreement by the recipient with respect to the
disposition of any such Shares;
is necessary or desirable as a condition of the issuance or sale of such Shares,
such option shall not be consummated unless and until such listing,
registration, qualification, consent, approval, or agreement is effected or
obtained in form satisfactory to the Committee.
12. EMPLOYMENT RIGHTS. Nothing in this Plan, or in any agreement
entered into hereunder, shall confer upon any employee or director the right to
continue to serve as an employee or director of the Company or an Affiliate, or
affect the right of the Company or an Affiliate to terminate such employee's or
director's services at any time, with or without cause.
<PAGE>
13. WITHHOLDING. If the Company proposes or is required to issue
Shares pursuant to the Plan, it may require the recipient to remit to it, or may
withhold from such option or from the recipient's other compensation, an amount,
in the form of cash or Shares, sufficient to satisfy any applicable federal,
state, or local tax withholding requirements prior to the delivery of any
certificates for such Shares.
14. AMENDMENTS. The Board of Directors of the Company may at any time,
and from time to time, amend the Plan in any respect, except that no amendment:
a. increasing the number of Shares available for issuance or sale
pursuant to the Plan (other than as permitted by paragraphs 6 and 7);
b. changing the classification of persons eligible to participate
in the Plan or the definition of an "Affiliate"; or
c. materially increasing the benefits accruing to participants
under the Plan;
shall be made without the affirmative vote of stockholders holding at least a
majority of the voting stock of the Company represented in person or by proxy at
a duly held stockholders' meeting.
15. EFFECTIVE DATE; DURATION. The Plan initially become effective with
respect to 250,000 shares on September 24, 1992, upon its adoption by the Board
of Directors of the Company and approval by the shareholders of the Company. The
increase in the number of shares subject to the Plan from 250,000 shares to
500,000 shares became effective on December 31, 1993, and was approved by the
shareholders on June 5, 1994. The increase in the number of shares subject to
the Plan from 500,000 shares to 1,000,000 shares, shall become effective on
March 20, 1997, subject to shareholder approval of such amendments on or before
March 20, 1998. No options shall be granted under the Plan after the earlier of:
(a) the date on which the Plan is terminated by the Board of Directors of the
Company; or (b) September 24, 2002. Options outstanding at the termination or
expiration of the Plan may continue to be exercised in accordance with their
terms after such termination or expiration.
Exhibit 5
Rimage Corporation
7725 Washington Avenue South
Minneapolis, MN 55439
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 filed by
Rimage Corporation (the "Company") with the Securities and Exchange Commission
on or about the date hereof, relating to the registration of 750,000 common
shares, no par value, which may be issued pursuant to exercise of options
granted or which may be granted under the Company's 1992 Stock Option Plan (the
"Plan"), please be advised that as counsel to the Company, upon examination of
such corporate documents and records as we have deemed necessary or advisable
for the purposes of this opinion, it is our opinion that:
1. The Company is a validly existing corporation in good standing
under the laws of the State of Minnesota.
2. The 750,000 shares which may be issued by the Company under
the Plan will be, when issued and paid for as described in the Registration
Statement, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Dated: May 21, 1998
Very truly yours,
DORSEY & WHITNEY LLP
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our reports incorporated by reference in this
Form S-8 Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 21, 1998
