Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
(Address of Principal Executive Offices) (Zip Code)
CEDAR TECHNOLOGIES, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
Bernard P. Aldrich
President and Chief Executive Officer
Rimage Corporation
7725 Washington Avenue South
Minneapolis, Minnesota 55439
(Name and address of agent for service)
(612) 944-8144
(Telephone number, including area code, of agent for service)
Copy to:
Thomas O. Martin
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock
<S> <C> <C> <C> <C>
$.01 par value 224,058 $2.76 $618,400 $164
</TABLE>
(1) Based upon the aggregate exercise price of all stock options issued
under the Cedar Technologies, Inc. Stock Option Plan.
This Registration Statement relates to the registration of 224,058
shares of Common Stock, $.01 par value (the "Common Stock") of Rimage
Corporation (the "Company") issuable under the Cedar Technologies, Inc. Stock
Option Plan (the "Plan"). The Cedar Technologies, Inc. Stock Option Plan, and
the outstanding options thereunder were assumed by the Company pursuant to the
merger of Cedar Technologies, Inc. with and into a wholly-owned subsidiary of
the Company on March 1, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed by Rimage Corporation
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K,
including any amendments thereto, for the fiscal
year ended December 31, 1999; and
(B) The description of the Company's Common Stock
contained in the Company's Registration Statements
filed pursuant to Section 12 of the Securities
Exchange Act of 1934 and any amendment or report
filed to update such description filed subsequent
to the date hereof and prior to the termination of
the offering of the Common Stock offered hereby.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions if such person (1) has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the case
of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances. A decision
as to required indemnification is made by a disinterested majority of the Board
of Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
The Company's Bylaws provide for the indemnification of members of the
Board of Directors and the Company's officers for certain liabilities and costs
incurred by them in connection with the performance of their duties, including
the administration of the Plans. This indemnification may include
indemnification for liabilities arising under the Securities Act of 1933.
<PAGE>
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit Number Description
-------------- -----------
5 Opinion of Dorsey & Whitney LLP.
24.1 Consent of KPMG 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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date hereof (or the
most recent post-effective amendment thereof)
which, individually or in the aggregate, represent
a fundamental change in the information set forth
herein; and
(c) To include any material information with respect
to the plan of distribution not previously
disclosed herein or any material change to such
information herein;
provided, however, that subparagraphs (a) and (b) 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
this 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.
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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
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 foregoing 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 other
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question 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 4th day of
April, 2000.
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 on Form S-8 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:
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C> <C>
/s/Bernard P. Aldrich Chief Executive Officer, April 4, 2000
- ----------------------
Bernard P. Aldrich President and Director
(PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICER)
/s/ David J. Suden Chief Technical Officer and April 4, 2000
- ------------------
David J. Suden Director (PRINCIPAL FINANCIAL
OFFICER)
/s/ Robert Wolf Controller April 4, 2000
---------------
Robert Wolf (PRINCIPAL ACCOUNTING OFFICER)
/s/________________ Director April ____, 2000
Ronald R. Fletcher
/s/ Richard F. McNamara Director April 4, 2000
- -----------------------
Richard F. McNamara
/s/ George E. Kline Director April 4, 2000
- -------------------
George E. Kline
/s/ James Reissner Director April 4, 2000
- ------------------
James Reissner
</TABLE>
Exhibit 5
April 12, 2000
Rimage Corporation
7725 Washington Avenue South
Minneapolis, MN 55439
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you
intend to file with the Securities and Exchange Commission pursuant to the
Securities Act of 1933 for the purpose of registering 224,058 shares of Common
Stock, $.01 par value, of Rimage Corporation, to be issued to employees and
directors (as applicable) pursuant to the Cedar Technologies, Inc. Stock Option
Plan (the "Plan"). We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of this opinion.
We are of the opinion that the shares of Common Stock to be issued to
employees and directors (as applicable) pursuant to the Plan, will, when issued,
be legally issued, fully paid and nonassessable, provided the Registration
Statement, as then amended, shall remain effective under the Securities Act of
1933.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
------------------------
DORSEY & WHITNEY LLP
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to use of our reports relating to the consolidated balance
sheets of Rimage Corporation and subsidiaries as of December 31, 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended, and the related financial statement schedule,
incorporated by reference in this registration statement on Form S-8 which
reports appear in the 1999 Annual Report on Form 10-K of Rimage Corporation.
/s/ KPMG LLP
------------
KPMG LLP
Minneapolis, Minnesota
April 12, 2000
