SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
RIMAGE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
RIMAGE CORPORATION
7725 Washington Avenue South
Minneapolis, Minnesota 55439
(612) 944-8144
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 1999
------------------------
TO THE SHAREHOLDERS OF
RIMAGE CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Rimage Corporation, a Minnesota corporation, will be held on Wednesday, May 19,
1999, at 4:00 p.m. (Minneapolis time), at the Minneapolis Marriott Southwest,
5801 Opus Parkway, Minnetonka, Minnesota, for the following purposes:
1. To elect six directors of the Company for the coming year.
2. To ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for the fiscal year ending December 31,
1999.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of record of Rimage Corporation's Common Stock at the
close of business on April 19, 1999, are entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof.
Each of you is invited to attend the Annual Meeting in person if
possible. Whether or not you plan to attend in person, please mark, date and
sign the enclosed proxy, and mail it promptly. A return envelope is enclosed for
your convenience.
By Order of the Board of Directors
Bernard P. Aldrich
PRESIDENT AND CHIEF EXECUTIVE OFFICER
April 21, 1999
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,
PLEASE SIGN THE PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
RIMAGE CORPORATION
7725 Washington Avenue South
Minneapolis, Minnesota 55439
(612) 944-8144
------------------
PROXY STATEMENT
------------------
SOLICITATION OF PROXIES
The accompanying Proxy is solicited on behalf of the Board of Directors
of Rimage Corporation (the "Company"or "Rimage") for use at the Annual Meeting
of Shareholders to be held on May 19, 1999, at 4:00 p.m. at the Minneapolis
Marriott Southwest, 5801 Opus Parkway, Minnetonka, Minnesota, and at any
adjournments thereof. The cost of solicitation, including the cost of preparing
and mailing the Notice of Annual Shareholders' Meeting and this Proxy Statement,
will be paid by the Company. Representatives of the Company may, without cost to
the Company, solicit proxies for the management of the Company by means of mail,
telephone or personal calls.
Shares of the Company's common stock, $.01 par value (the "Common
Stock"), represented by proxies in the form solicited, will be voted in the
manner directed by a shareholder. If no direction is made, the proxy will be
voted for the election of the nominees for director named in this Proxy
Statement and any other matters properly brought before the meeting. Shares
voted as a "withhold vote for" one or more directors will be counted as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum at the meeting and as unvoted, although present and entitled to
vote, for purposes of the election of the directors with respect to which the
shareholder has abstained. If a broker submits a proxy that indicates the broker
does not have discretionary authority to vote certain shares, those shares will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum at the meeting, but will not be considered
as present and entitled to vote with respect to the matters voted on at the
meeting.
Proxies may be revoked at any time before being exercised by delivery
to the Secretary of the Company of a written notice of termination of the
proxies' authority or a duly executed proxy bearing a later date.
Only holders of record of Common Stock at the close of business on
April 19, 1999, will be entitled to receive notice of and to vote at the
meeting. On April 19, 1999, the Company had 5,047,585 shares of Common Stock
outstanding. Each outstanding share is entitled to one vote on all matters
presented at the meeting.
So far as the management of the Company is aware, no matters other than
those described in this Proxy Statement will be acted upon at the Annual
Meeting. In the event that any other matters properly come before the Annual
Meeting calling for a vote of shareholders, the persons named as proxies in the
enclosed form of proxy will vote in accordance with their best judgment on such
other matters.
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, is being furnished to each shareholder with this Proxy
Statement. This Proxy Statement is being mailed to shareholders on or about
April 21, 1999.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
Six persons have been nominated for election at the annual meeting:
Bernard P. Aldrich, Ronald R. Fletcher, George E. Kline, Richard F. McNamara,
James L. Reissner and David J. Suden. Each nominee is currently a director of
the Company. All nominees elected at the Annual Meeting will serve until the
next Annual Meeting or until their earlier death, resignation, removal, or
disqualification. The persons named in the accompanying Proxy intend to vote the
Proxies held by them in favor of the nominees named below as directors, unless
otherwise directed. The affirmative vote of a majority of the voting shares
represented at the meeting is required for the election of each director. Should
any nominee for director become unavailable for any reason, the Proxies will be
voted in accordance with the best judgment of the persons named therein. The
Board of Directors has no reason to believe that any candidate will be
unavailable.
The following information is furnished with respect to each nominee as
of April 6, 1999:
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AND AGE BUSINESS EXPERIENCE FOR PAST FIVE YEARS SINCE
------------ --------------------------------------- -----
Bernard P. Aldrich Director, Chief Executive Officer and 1996
Age 49 President of Rimage since December 1996.
President from January 1995 to December
1996 of several manufacturing companies
controlled by Activar, Inc., including
Eiler Spring, Comfort Ride and Bending
Technologies; President from December
1992 to December 1994 of the Color
Merchandising Group of Colwell
Industries; Various management positions
with Advance Machine Company, including
Chief Financial Officer and General
Manager, from 1973 to 1991.
Ronald R. Fletcher Owner and President of Aurora Service 1987
Age 58 Corporation, a savings and loan holding
company, since 1982; Chairman of the
Company from November 1992 to February
1998 and Chief Executive Officer of the
Company from September 1995 to November
1996.
George E. Kline President of Venture Management, Inc., a 1992
Age 62 financial management services company,
since 1966; General Partner of
Brightstone Capital Ltd., a venture
capital firm, since 1985. Director of
CyberOptics Corporation and NM Holdings,
Inc.
Richard F. McNamara Chairman of the Board of the Company 1987
Age 66 since February 1998; Owner of Activar,
Inc., a company that provides management
services to corporations related to
Activar, for more than five years; Owner
of or partner in numerous private
companies. Director of Venturian
Corporation.
2
<PAGE>
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AND AGE BUSINESS EXPERIENCE FOR PAST FIVE YEARS SINCE
------------ --------------------------------------- -----
James L. Reissner President of Activar, Inc., since 1998
Age 59 January 1996 and Chief Financial Officer
of Activar from 1992 until becoming
President. Acted in various management
and financial management capacities
during the past twenty years, including
Managing Director of the Minnesota
Region of First Bank Systems, Inc. until
1990. Director of The Barbers, Inc. and
Intek, Inc.
David J. Suden Chief Technology Officer of Rimage since 1995
Age 52 December 1996 and a director since
September 1995; President of Rimage from
October 1994 through November 1996; Vice
President - Development and Operations
of Rimage from February 1991 to October
1994.
The Company knows of no arrangements or understandings between a
director or nominee and any other person pursuant to which he has been selected
as a director or nominee. There is no family relationship between any of the
nominees, directors or executive officers of the Company.
BOARD COMMITTEES AND ACTIONS
During calendar year 1998, the Board of Directors met six times. The
Board of Directors has a Compensation Committee and an Audit Committee. During
1998, the Compensation Committee met three times and the Audit Committee met
twice. The Compensation Committee reviews and makes recommendations to the Board
of Directors regarding salaries, compensation and benefits of executive officers
and senior management of the Company. The Compensation Committee also
administers the Company's 1992 Stock Option Plan. The current members of the
Compensation Committee are Mr. Kline, Mr. Reissner and Mr. McNamara. The Audit
Committee reviews the internal and external financial reporting of the Company,
and reviews the scope of the independent audit. The members of the Audit
Committee are Mr. Kline and Mr. Reissner. The Board of Directors does not have a
nominating committee. Except for Mr. Fletcher, who missed two meetings of the
Board, each nominee for director attended at least 75% of the meetings of the
Board and committees on which he served during 1998.
Directors currently receive a fee of $2,500 for each meeting of the
Board of Directors which they attend. The following chart shows the options
granted to directors during 1998. Each option has an exercise price of $4.00 and
vests as to one-third of the shares on the date of grant, one-third of the
shares on December 31, 1998 and one-third of the shares on December 31, 1999.
DIRECTOR NUMBER OF SHARES
-------- ----------------
Bernard P. Aldrich 18,750
George E. Kline 37,500
Richard F. McNamara 45,000
James L. Reissner 45,000
David J. Suden 18,750
3
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES FOR THE BOARD OF DIRECTORS AS SET FORTH IN PROPOSAL 1.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Current executive officers of the Company who are not also directors
include the following:
Kenneth J. Klinck, 52, started with the Company in June 1997 and has
been Vice President, Sales and Marketing of the Company since September 1997.
For the thirty-one years prior to joining the Company, Mr. Klinck was with
Advance Machine Company, as Vice President of International Operations since
October 1992, and prior to that time as President of Advance Machine's European
Operations.
Robert Wolf, 30, has been Controller of the Company since September
1997. From March 1995 until joining the Company, Mr. Wolf was a CPA and audit
manager with Deloitte & Touche LLP. From December 1991 until March 1995, Mr.
Wolf was a CPA with House, Nezerka & Froelich PA.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") is currently comprised of
Mr. Kline, Mr. Reissner and Mr. McNamara. The Committee reviews and makes
recommendations to the Board of Directors regarding the salaries, compensation
and benefits of executive officers and senior management of the Company.
The Company's policy with respect to the compensation of executive
officers is based upon the following principals: (1) executive base compensation
levels should be established by comparison of job responsibility to similar
positions in comparable companies and be adequate to retain highly-qualified
personnel and (2) variable compensation should be established to provide
incentive to improve performance and shareholder value. In determining executive
officers' annual compensation, the Committee considers the overall performance
of the Company, as well as the particular executive officer's position at the
Company and the executive officer's performance on behalf of the Company. Rather
than applying a formulaic approach to determining annual compensation, the
Committee uses various surveys of executive compensation for companies of a
similar size in comparable industries as a basis for determining competitive
levels of cash compensation.
During 1998, salaries of executive officers, including the Company's
Chief Executive Officer, were set at levels that recognized increased salary
rates in the industry. The Company believes that such salaries approximate the
salaries of similarly situated individuals at comparable companies.
Executive officers are also eligible for discretionary bonuses, which
the Board of Directors awards based upon the Company's overall performance and
the contribution to such performance made by the executive officers' areas of
responsibility. For 1998, the Compensation Committee established performance
goals upon which cash bonuses would be established. Based upon realization of
such goals, the Compensation Committee and the Board granted Mr. Aldrich a
$75,000 bonus for 1998. The Compensation Committee is establishing specific
performance goals for 1999 upon which cash bonuses will be established.
The Company provides long-term incentive to its executives, and ties a
portion of executive compensation to Company performance, through grants of
stock options under the Company's 1992 Stock Option Plan. During 1998, the
Company granted Mr. Aldrich an option to purchase 18,750 shares as part of its
agreement with such officer when he was initially employed. The Compensation
Committee, and the Board of Directors as a whole, believed that it was important
to provide Mr. Aldrich a significant incentive to improve the performance of the
Company and the performance of its common stock in the market.
4
<PAGE>
The Compensation Committee believes that the objectives of the
Company's compensation policy in providing fixed compensation to management
adequate to avoid attrition and providing variable compensation in amounts and
forms that encourage generation of value for shareholders were achieved during
1998.
By the Compensation Committee:
Richard F. McNamara
George E. Kline
James Reissner
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for
each of the past three fiscal years earned by the Chief Executive Officer and by
the only other of the Company's executive officers whose salary and bonus earned
for 1998 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------------------------------------------------------
AWARDS PAYOUTS
---------------------- -------------------
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARDS 0PTIONS(4) PAYOUTS SATION(1)
- ----------------------------- -------- -------- -------- --------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bernard P. Aldrich(2) 1998 $177,478 $ 75,613 -- -- 18,750 -- $ 5,000
Chief Executive Officer 1997 162,231 25,525 -- -- 150,000 -- --
and President 1996 7,019 -- -- -- -- -- --
David J. Suden(3) 1998 $162,375 $ 70,578 -- -- 18,750 -- $ 4,298
Chief Technology 1997 151,625 12,990 -- -- 24,750 -- 4,076
Officer 1996 141,177 20,000 -- -- -- -- 2,999
</TABLE>
- --------------------
(1) Represents the Company's matching contributions under its 401(k) retirement
savings plan.
(2) Mr. Aldrich was named President and Chief Executive Officer of the Company
in December 1996.
(3) Mr. Suden served as President of the Company from October 1994 to November
1996 and was named Chief Technology Officer in December 1996.
(4) Amounts shown for 1997 and 1998 reflect the 3 for 2 stock split effected on
November 24, 1998.
5
<PAGE>
STOCK OPTIONS
The Company maintains a 1992 Stock Option Plan (the "Plan") that was
amended in 1997 to increase by 500,000 the number of shares of common stock
available for issuance upon exercise of options granted under the Plan. The
Company may grant incentive stock options or nonqualified stock options to
executive officers, directors and other employees and consultants of the Company
under the Plan. The following table sets forth information with respect to
options granted to the named executive officers in 1998:
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK PRICE
OPTIONS EXERCISE APPRECIATION FOR OPTION TERM(1)
OPTIONS GRANTED TO PRICE -----------------------------------
GRANTED EMPLOYEES IN PER EXPIRATION
NAME (#)(2) 1998 ($/SH) DATE 5%($) 10%($)
- ------------------------ ------------ ------------- -------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Bernard P. Aldrich 18,750 3.8% $ 4.00 3/02/08 47,167 119,531
David J. Suden 18,750 3.8 4.00 3/02/08 47,167 119,531
</TABLE>
- -------------------
(1) These amounts represent the realizable value of the subject options ten
years from the date of grant (the term of each option), without discounting
to present value, assuming appreciation in the market value of the
Company's common stock from the market price on the date of grant at the
rates indicated. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock, and overall stock
market conditions. The amounts reflected in this table may not necessarily
be achieved.
(2) Amounts shown reflect the 3 for 2 stock split effected on November 24,
1998.
The following table provides information with respect to stock options held at
December 31, 1998, by the named executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
SHARES NUMBER OF UNXERCISED THE-MONEY OPTIONS AT
ACQUIRED ON OPTIONS AT YEAR-END(#) YEAR-END ($)(1)
NAME EXERCISE(3) VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------- ------------- ---------------- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Bernard P. Aldrich -- -- 162,500 6,250 $ 1,681,260 53,125
David J. Suden 15,000(2) -- 102,500 6,250 1,059,250 53,125
</TABLE>
- ---------------------
(1) Based on the difference between the December 31, 1998 closing price of
$12.50 per share as reported on The Nasdaq Stock Market and the exercise
price of the options.
(2) Exercised on November 10, 1998.
(3) Amounts shown reflect the 3 for 2 stock split effected on November 24,
1998.
6
<PAGE>
RETIREMENT SAVINGS PLAN
Rimage adopted a profit sharing and savings plan in 1991 under Section
401(k) of the Internal Revenue Code, which allows employees to contribute up to
16% of their pre-tax income to the plan. The 401(k) Plan includes a
discretionary matching contribution by the Company. These discretionary
contributions totaled $123,621, $137,150 and $207,459 in 1998, 1997, and 1996,
respectively.
CERTAIN TRANSACTIONS
Rimage leases approximately 43,000 square feet of office, manufacturing and
warehouse space from a corporation owned by Messrs. Fletcher and McNamara,
pursuant to a lease dated September, 1998. On December 31, 2003, the lease
allows for the option for an additional five year lease term. Rent is
approximately $418,000 per year, including a pro rata share of operating costs.
In September 1995, Rimage consummated a merger with Dunhill Software
Services, Inc. ("Dunhill"), pursuant to which Rimage, as the surviving
corporation, issued 1,100,000 shares of Rimage common stock to the shareholders
of Dunhill. Prior to the merger, Messrs. Fletcher and McNamara were the
directors and sole shareholders of Dunhill. Messrs. Fletcher and McNamara owned
13.4% and 14.2%, respectively, of the outstanding common stock of Rimage before
the merger, and owned 26.7% and 27.1%, respectively, of the outstanding common
stock of Rimage immediately following the merger.
Rimage leases approximately 28,500 square feet of office, manufacturing and
warehouse space. Such space is leased from a corporation owned by Messrs.
Fletcher and McNamara pursuant to a lease dated September, 1998. The lease
expires on September 30, 2003. Rent is approximately $187,000 per year,
including a pro rata share of operating costs.
Prior to the merger with Dunhill, Rimage from time to time sold equipment
to Dunhill. The aggregate amounts of such sales were approximately $1,428,000,
$978,000 and $1,522,158 during the fiscal years ended December 31, 1993 and 1994
and the nine months ended September 30, 1995.
The Company believes that all prior transactions between the Company and
its officers, directors, or other affiliates of the Company have been on terms
no less favorable than could have been obtained from unaffiliated third parties
on an arm's length basis.
7
<PAGE>
PERFORMANCE GRAPH
The Company's common stock is quoted on The Nasdaq National Market. The
following graph shows changes during the period from December 31, 1993 to
December 31, 1998, in the value of $100 invested in: (1) the Company's common
stock; (2) the Nasdaq National Market Index (US); and (3) Nasdaq Non-Financial
Stocks Index. The values of each investment as of the dates indicated are based
on share prices plus any dividends paid in cash, with the dividends reinvested
on the date they were paid. The calculations exclude trading commissions and
taxes.
[PLOT POINTS CHART]
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Nasdaq National Market Index $100.00 $141.44 $173.92 $213.38 $299.95
Nasdaq Non-Financial Stocks $100.00 $130.39 $169.42 $198.67 $290.98
Rimage Corporation $100.00 $190.59 $71.88 $167.94 $468.69
</TABLE>
8
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 31, 1999, the number of shares
of Common Stock beneficially owned by (i) each person who is the beneficial
owner of more than five percent of the outstanding shares of the Company's
common stock, (ii) each executive officer of the Company named in the Summary
Compensation Table herein, (iii) each director, and (iv) all executive officers
and directors as a group.
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OUTSTANDING
- ------------------------------------ --------------------- -----------
Ronald R. Fletcher ........................ 364,650 7.0%
4125 Parkglen Court N.W.
Washington, D.C. 20007
Richard F. McNamara........................ 724,500 14.1%
7808 Creekridge Circle
Minneapolis, MN 55439
George E. Kline (2)........................ 433,500 8.5%
4750 IDS Center
Minneapolis, MN 55402
Bernard P. Aldrich (3)..................... 167,300 3.2%
7725 Washington Ave. So.
Minneapolis, MN 55439
David J. Suden ............................ 105,500 2.1%
7725 Washington Ave. So.
Minneapolis, MN 55439
James L. Reissner.......................... 109,500 2.1%
7808 Creekridge Circle
Minneapolis, MN 55439
All executive officers and directors as a
group (8 persons) .................... 1,963,500 34.2%
- ------------------------
* Less than one percent
(1) Includes shares which could be purchased within 60 days upon the exercise
of the following stock options, Mr. Fletcher, 160,500 shares; Mr. McNamara,
85,500 shares; Mr. Kline, 67,500 shares; Mr. Aldrich, 147,500 shares; Mr.
Suden, 72,500 shares ; Mr. Reissner, 97,500; and all directors and
executive officers as a group, 688,000 shares.
(2) Includes 165,000 shares which are owned by limited partnerships that are
managed by a limited liability company for which Mr. Kline is a Managing
Partner. Mr. Kline has no voting or investment power with respect to such
shares and disclaims beneficial ownership. Includes 190,500 shares which
are held by Venture Management, Inc. Profit Sharing Plan and Trust of which
Mr. Kline is trustee and sole beneficiary.
(3) Includes 300 shares held as custodian for minor children.
9
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) filing requirements applicable to its executive officers,
directors and 10% shareholders for the year ended December 31, 1998 were
satisfied.
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of KPMG Peat Marwick LLP
as independent auditors for the fiscal year ending December 31, 1999. The firm
of KPMG Peat Marwick LLP has served as the Company's auditors since 1989. A
representative of KPMG Peat Marwick LLP will be present at the Annual Meeting,
will have an opportunity to make a statement if he desires to do so and will be
available to respond to appropriate questions from shareholders.
All proxies received in response to this solicitation will be voted in
favor of the ratification of the appointment of the independent auditors, unless
other instructions are indicated thereon. Ratification of the appointment of the
independent auditors requires the affirmative vote of a majority of the shares
represented in person or by proxy at the Annual Meeting and voting on the
proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT
AUDITORS AS SET FORTH IN PROPOSAL 2.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any shareholder wishing to have a proposal considered for inclusion in
the Company's 2000 proxy solicitation materials must set forth such proposal in
writing and file it with the Secretary of the Company no later than December 23,
1999. In addition, the proxy distributed included with the Company's 2000 proxy
solicitation materials will confer discretionary authority to vote on any
proposals made by a shareholder at the annual meeting in 2000, which is not
included in the 2000 proxy solicitation materials. However, under the rules of
the Securities and Exchange Commission, such discretionary authority may not be
exercised if the shareholder has filed such proposal with the Secretary of the
Company no later than March 7, 2000.
OTHER BUSINESS
At the date of this Proxy Statement, management knows of no other
business that may properly come before the Annual Meeting. However, if any other
matters properly come before the meeting, the persons named in the enclosed form
of proxy will vote the proxies received in response to this solicitation in
accordance with their best judgment on such makers.
By Order of the Board of Directors
Bernard P. Aldrich
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Minneapolis, Minnesota
April 21, 1999
10
<PAGE>
RIMAGE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, MAY 19, 1999
4:00 P.M.
MINNEAPOLIS MARRIOTT SOUTHWEST
5801 OPUS PARKWAY
MINNETONKA, MN 55343
RIMAGE CORPORATION
7725 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55439 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Bernard P. Aldrich and David J. Suden and each
of them, with power to appoint a substitute, to vote all shares the undersigned
is entitled to vote at the Annual Meeting of Shareholders of Rimage Corporation,
to be held on May 19, 1999, and at all adjournments thereof, as specified below
on the matters referred to, and, in their discretion, upon any other matters
which may be brought before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
SEE REVERSE FOR VOTING INSTRUCTIONS.
<PAGE>
[ARROW] PLEASE DETACH HERE [ARROW]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<S> <C>
1. Election of directors: 01 Bernard P. Aldrich [ ] Vote FOR [ ] Vote WITHHELD
02 Ronald R. Fletcher all nominees from all nominees
03 George E. Kline
04 Richard F. McNamara
05 James Reissner
06 David J. Suden
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY ________________________________________________
INDICATED NOMINEE, WRITE THE NUMBER(S) OF THE | |
NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) |________________________________________________|
2. Ratification of KPMG Peat Marwick LLP as [ ] For [ ] Against [ ] Abstain
Independent Auditors.
3. To vote with discretionary authority on any other matter that may properly
come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL OF THE DIRECTORS NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Address Change? Mark Box [ ]
Indicate changes below: Dated: ______________________________
________________________________________________
| |
|________________________________________________|
Signature(s) in Box
When shares are held by joint tenants, both
should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.
</TABLE>
