As filed with the Securities and Exchange Commission on May 16, 2000
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
(952) 944-8144
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Bernard P. Aldrich Copy to: Thomas O. Martin, Esq.
Chief Executive Officer Dorsey & Whitney LLP
Rimage Corporation 220 South Sixth Street
7725 Washington Avenue South Minneapolis, MN 55402
Minneapolis, Minnesota 55439 (612) 340-8706
(952) 944-8144
(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
<TABLE>
<CAPTION>
==============================================================================================
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
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 625,608 $18.53 $11,592,516 $3,060
==============================================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
May 10, 2000, as reported on the Nasdaq National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
PROSPECTUS
RIMAGE CORPORATION
----------
625,608 SHARES OF
COMMON STOCK
($.01 PAR VALUE)
----------
This prospectus relates to an aggregate of 625,608 shares of Common
Stock, par value $.01 per share, of Rimage Corporation, a Minnesota corporation,
that may be sold from time to time by the selling shareholders named on page 8
of this prospectus. We will not receive any proceeds from the sale of the
shares. We have agreed to pay the expenses of registration of the shares,
including legal and accounting fees.
The selling shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933. Any commissions received by a broker or
dealer in connection with resales of the shares may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933.
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.
The shares offered by this prospectus 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.
Our common stock is traded on the Nasdaq National Market under the
trading symbol "RIMG". On May 10, 2000, the last sale price of our common stock
as reported on the Nasdaq National Market was $17.75 per share.
THE ACQUISITION AND OWNERSHIP OF THE SHARES OF COMMON STOCK SOLD UNDER
THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. THE SHARES SHOULD BE PURCHASED
ONLY BY INVESTORS WHO ARE ABLE TO AFFORD THE RISK OF LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS ON PAGE 4."
Neither the Securities and Exchange commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representative to the contrary is a
criminal offense.
The date of this prospectus is May ____, 2000.
<PAGE>
TABLE OF CONTENTS
PAGE
Where You Can Find More Information ...................................... 3
Incorporation of Certain Documents by Reference........................... 3
Risk Factors.............................................................. 4
The Company............................................................... 7
Selling Shareholders...................................................... 8
Plan of Distribution...................................................... 10
Experts ................................................................. 10
Legal Matters............................................................. 10
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, and does not contain all the information
set forth in the registration statement and exhibits to the registration
statement. We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our reports,
proxy statements and other information filed can be inspected and copied at the
public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. 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. A copy of the registration statement is also
available on the Commission's EDGAR site on the World Wide Web at:
http:\\www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We "incorporate by reference" into this prospectus the information we
file with the Securities and Exchange Commission, which means that we can
disclose important information to you by referring you to those documents. We
incorporate the documents listed below:
(a) our Annual Report on Form 10-K for the year ended December
31, 1999;
(b) our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
(c) the description of our common stock contained in the
Registration Statement on Form S-1 pursuant to Section 12 of the
Securities Exchange Act of 1934, and any amendment or report filed for
the purpose of updating such description filed subsequent to the date
of this prospectus and prior to the termination of the offering
described herein.
We also incorporate by reference any filings we make with the
Securities and Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this prospectus and before
the termination of the offering of the shares. Any statement contained in this
prospectus or in a document all or part of which is incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed document which also is
or is deemed to be incorporated by reference in this prospectus 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.
We will provide you without charge upon the written or oral request, a
copy of any or all of the documents incorporated herein by reference (other than
certain exhibits to such documents). Requests for such copies should be directed
to Chief Executive Officer, Rimage Corporation, 7725 Washington Avenue South,
Minneapolis, Minnesota 55439, telephone number (952) 944-8144.
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<PAGE>
RISK FACTORS
ACQUIRING AND OWNING THE SHARES OFFERED BY THIS PROSPECTUS INVOLVES A
HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS,
IN ADDITION TO THE OTHER INFORMATION APPEARING IN OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS.
FLUCTUATIONS IN OUR OPERATING RESULTS MAY MAKE IT DIFFICULT TO PREDICT OUR
FUTURE PERFORMANCE
Our revenues and operating results are difficult to predict and may
fluctuate significantly from quarter to quarter. If our quarterly revenues or
operating results fall below the expectations of investors or securities
analysts, the price of our common stock could fall substantially. Our quarterly
revenues and operating results may fluctuate for several reasons, many of which
are outside of our control, including (i) demand for our products and services,
(ii) the timing of new product introductions and sales of our products and
services, (iii) increased expenses, whether related to sales and marketing,
research and development or administration, (iv) general economic conditions;
and (v) public announcements by our competitors.
OUR SUCCESS WILL DEPEND ON OUR ABILITY TO UPDATE OUR PRODUCTS
The computer data storage industry served 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
CD-R and DVD technology. While we have achieved some success in transitioning
our product focus from diskette storage to CD-R and DVD technology, a
significant change in the usage of CD-R or DVD-R as storage media in the future
would significantly affect sales of our products. In addition, our competitors
may develop alternative storage technologies. We expend a significant portion of
our revenues on research and development and product enhancement efforts. Our
technology, and the products based thereon, may become obsolete by technologies
developed by others.
THE INTENSE COMPETITION IN OUR INDUSTRY MAY REDUCE FUTURE SALES AND PROFITS
The storage technology industry is intensely competitive and rapidly
changing. A number of companies offer products similar to our products that
target the same markets. Some of our 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 us. Such competitors may develop products that are superior to
our products or that achieve greater market acceptance. Our future success will
depend upon our ability to increase our share of our target markets and to
license additional products and product enhancements to existing customers. We
may not be able to compete with larger companies that have significantly greater
resources and contacts within the industry and our results of operations may
suffer.
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<PAGE>
SOME OF THE COMPONENTS TO OUR PRODUCTS ARE ONLY AVAILABLE FROM A LIMITED NUMBER
OF SUPPLIERS
We have multiple sources for most of the components used in our
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 a material adverse impact on our ability to fill orders from
our customers or, in some cases, to obtain such orders.
OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY TECHNOLOGY
We rely heavily on our proprietary hardware designs and technology.
Although we use a variety of methods to protect our technology, we rely most
heavily on patents and trade secrets. The steps taken by us may not be adequate
to deter misappropriation of our technology. In addition, any patents issued to
us may be challenged, invalidated or circumvented, or the rights granted under
the patent may not provide us a competitive advantage. Furthermore, others may
"reverse engineer" our products to determine their method of operation and may
introduce competing products. Others may also develop competing technology
independently. Any such adverse circumstances could have a material adverse
effect on our results of operations.
As the number of our products increases, the markets in which our
products are sold expands, and the functionality of those products grows and
overlaps with products offered by competitors, we believe that we may become
increasingly subject to infringement claims. Although we do not believe any of
our products or proprietary rights infringe the rights of third parties,
infringement claims may be asserted against us in the future and any claims may
require us to enter into royalty arrangements or result in costly litigation.
OUR SUCCESS DEPENDS ON OUR ABILITY TO HIRE AND RETAIN KEY PERSONNEL AND
MANAGEMENT.
Our 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 our business. We do not have
employment agreements or "key man" life insurance on Mr. Aldrich and Mr. Suden
and have no plans to obtain such agreements or insurance.
SIGNIFICANT FLUCTUATION IN THE MARKET PRICE OF OUR COMMON STOCK COULD RESULT IN
SECURITIES LITIGATION AGAINST US
In the past, securities class action litigation has been brought
against publicly held companies following periods of volatility in the price of
their securities. If we were subject to such litigation due to volatility in our
stock price, we may incur substantial costs. Such litigation could divert the
attention of our senior management away from our business, which could have a
material adverse effect on our business, operating results and financial
condition. The market price of our common stock may be affected by many factors,
some of which are outside of our control, including (i) variations in quarterly
operating results, (ii) changes in estimates by securities analysts, (iii)
changes in market valuations of companies in the industry, (iv)
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<PAGE>
announcements by us of significant events, such as major sales, acquisitions of
businesses or losses of major customers, (v) additions or departures of key
personnel and (vi) sales of our equity securities.
WE CAN ISSUE SHARES OF COMMON OR PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL,
WHICH COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK
Our articles of incorporation currently authorize our 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 our company.
NO DIVIDENDS
We have never paid or declared a dividend on our capital stock and do
not anticipate doing so for the foreseeable future.
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<PAGE>
RIMAGE CORPORATION
We design, manufacture and market our CD recordable, or CD-R, and DVD
duplication and production equipment. Our 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. Our Perfect Image CD Printer and Autoprinter
are fast, affordable manual and unattended systems for professional quality
printing on the surface of both CDs and DVDs.
We were incorporated as IXI, Inc. in Minnesota in February 1987 and
changed our name to Rimage Corporation in April 1988. We 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 our
operations through 1995 consisted primarily of the design, manufacture and sale
of diskette and tape duplication equipment. In 1992, we created a formal
presence in Europe, forming Rimage Europe GmbH as a wholly-owned subsidiary to
conduct sales and service. In December 1993, We 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, we
acquired a company in California, Knowledge Access International, which provided
customized browser and archiving software. We 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 we 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 our company and,
together with a portion of Duplication Technology, represents most of our
Services Division operations. We operated in two divisions: 1) Systems and 2)
Services, until June1999, at which time our Services Division was discontinued.
In early 1997, we shutdown Knowledge Access and ceased operations of
our Optical Systems division. During the third quarter of 1998, we ceased
operations of our Bloomington, Minnesota Service Division (previously known as
Dunhill Software Services, Inc.) and sold the equipment and inventory associated
with its operations. Also on June 30, 1999, we ceased operations of our
subsidiary in Boulder, Colorado and sold all of the assets associated with its
operations. These changes, together with increased distribution and market
acceptance of our CD-R products, resulted in record earnings for the 1999
calendar year.
Our operations during the past five years have been affected by the
timing of the foregoing acquisitions and subsequent phasing out of unprofitable
operations, 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-R storage technologies precipitated the introduction of our
new CD-R products in 1995. These new CD-R products continued to generate
significant sales increases in 1997, 1998 and 1999.
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<PAGE>
SELLING SHAREHOLDERS
As previously disclosed on our Current Report on Form 8-K, dated March
1, 2000, we acquired all of the outstanding shares of common stock of Cedar
Technologies, Inc. on March 1, 2000. In connection with the acquisition, each
share of common stock of Cedar Technologies was exchanged for .4838106 shares of
our common stock and each outstanding option and warrant to purchase common
stock of Cedar Technologies was exchanged for an option or warrant to purchase
shares of our common stock based on the same exchange ratio. The shares offered
by this prospectus represents the shares or warrants issued by us in connection
with the acquisition. The Selling Shareholders listed below are the former
shareholders of Cedar Technologies.
The following table sets forth certain information with respect to the
beneficial ownership of our common stock by the Selling Shareholders as of May
10, 2000, and as adjusted to reflect the sale of shares pursuant to this
prospectus.
<TABLE>
<CAPTION>
Number of Maximum
shares Number of
Underling Shares to Number of
Number of Warrants be Sold Shares
Shares Owned Owned Pursuant Owned
Prior to Prior to to this After
Name Offering Offering Prospectus Offering(1)
- ------------------------------------------------------- ------------ --------- ---------- -----------
<S> <C> <C> <C> <C>
Paul Benton 724 724
BJB, Inc. 71,845 71,845 0
Nolan L. Bjorge 3,265 1,813 5,078 0
Bob Inc. 16,328 18,142 34,470 0
Mark C. Bruce 3,265 3,265 0
Patrick J. Codute 3,265 3,265 0
Henry Deyle 3,917 3,917 0
David Dovenberg 1,087 1,087
Dan Elling 29,028 29,028
Jay Friedrichs 4,897 4,897 0
Brad Friedrichs 1,632 1,632 0
Carol Friedrichs 3,265 3,265 0
Jeffrey Friedrichs 1,632 1,632 0
Craig W. Funk 8,163 8,163 0
Bob Gearou 16,328 18,142 34,470 0
Cossette Y. Guertin 2,285 2,285 0
Vincent R. Guertin 2,285 1,813 4,098 0
Ira Hackner 3,265 3,265 0
Robert B. Herling 1,632 1,632 0
Dorothy Holst 1,632 1,632 0
Industricorp & Co., Inc. FBO Gunderson Sales Keogh Plan 3,265 3,265 0
Don F. Jeske 6,367 6,367 0
Kevin Karpesh 1,813 1,813
Robert D. Keller 978 978 0
Kevin C. Koempel, IRA 4,897 4,897 0
John Kubinski 40,821 18,142 58,963 0
Dennis Lee & Jodi B. Larson, JTWROS 3,265 3,265 0
MICROBOARDS Technology, Inc. 40,821 40,821 0
Joseph Novagratz 65,314 21,771 87,085 0
S. R. Penn, Jr. 16,328 16,328 0
John & Dayla Quest 1,632 1,632 0
Holly F. & Jeffrey D. Schramm, JTWROS 815 815 0
Alden E. Schultz 815 1,813 2,628 0
Stan J. & Mary Jane Schuster, JTWROS 978 978 0
Brad Severson 3,628 3,628
C&S Smith TTEES; Nat'l Nursing Review PPS Plan U/A 3/1/77 8,490 8,490 0
Mike Swinford 62,048 3,628 62,048 0
William Thompson 3,265 3,265 0
</TABLE>
-8-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Roger Thorkelson 1,632 1,632 0
Peter H. Tracy 3,624 3,624 0
Gary G. Troyer & Leslie J. Troyer, JTWROS 20,410 22,678 20,410 0
William L. Vangen 13,062 13,062 0
Elizabeth Wicklund 33,658 33,658
----------- ----------- ---------- ----------
447,728 177,880 625,608 0
</TABLE>
- --------------
(1) Assumes the sale of all shares covered by this prospectus.
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<PAGE>
PLAN OF DISTRIBUTION
The shares will be offered and sold by the selling shareholders for
their own account. We will not receive any proceeds from the sale of the shares
pursuant to this prospectus. We have agreed to pay the expenses of registration
of the shares, including legal and accounting fees.
The shares offered hereby may be sold by the selling shareholders, 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, we are not aware of any agreement, arrangement or
understanding between any broker or dealer and the selling shareholders.
The selling shareholders and any broker-dealer or agents that
participate with the selling shareholders in the distribution of the shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, and any commissions received by them and any profit on
the resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933.
EXPERTS
Our consolidated financial statements incorporated herein and in the
registration statement by reference to our Annual Report on Form 10-K have been
audited by KPMG LLP, independent certified public accountants, as indicated in
their report included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
report given 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 us
by Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota 55402.
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<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 625,608 Shares
prospectus, and, if given or made, such
information or representations must not be
relied upon as having been authorized by
the Company, any Selling Shareholders or
any other person. This Prospectus does not
constitute an offer to sell or a RIMAGE CORPORATION
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 PROSPECTUS
Page ------------
----
Where you can
Find More Information.............. 3
Incorporation of Certain
Documents By Reference............. 3
Risk Factors.......................... 4
Rimage Corporation.................... 7
Selling Shareholders.................. 8
Plan of Distribution..................10
Experts...............................10
Legal Matters.........................10
May ___, 2000
================================================================================
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee........................$ 315
Accounting Fees and Expenses................$ 2,000
Legal Fees and Expenses.....................$ 7,000
Miscellaneous...............................$ 685
Total.......................................$ 10,000
All fees and expenses other than the Securities and Exchange Commission
registration fee are estimated. The expenses listed above will be paid by Rimage
Corporation.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
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
23.1 Consent of KPMG LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement)
II-1
<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:
(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 most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) 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 (1)(i) and (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 purposes 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 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.
II-2
<PAGE>
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.
II-3
<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 May 15, 2000.
RIMAGE CORPORATION
By /s/ Bernard P. Aldrich
---------------------------------------
Bernard P. Aldrich
Chief Executive Officer
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.
Signature Date Title
- --------- ---- -----
/s/ Bernard P. Aldrich May 15, 2000 President, Chief Executive Officer
- -------------------------- and Director (principal executive
Bernard P. Aldrich and financial officer)
/s/ David J. Suden May 15, 2000 Chief Technical Officer
- -------------------------- and Director
David J. Suden
/s/ Robert M. Wolf May 15, 2000 Treasurer
- -------------------------- (principal accounting officer)
Robert M. Wolf
/s/ James L. Reissner May 15, 2000 Director
- --------------------------
James L. Reissner
/s/ Ronald R. Fletcher May 15, 2000 Director
- --------------------------
Ronald R. Fletcher
/s/ Richard F. McNamara May 15, 2000 Director
- --------------------------
Richard F. McNamara
/s/ George E. Kline May 15, 2000 Director
- --------------------------
George E. Kline
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT METHOD OF FILING
- ------- ----------------------- ----------------
5 Opinion of Dorsey & Whitney LLP Filed Herewith
23.1 Consent of KPMG LLP Filed Herewith
23.2 Consent of Dorsey & Whitney LLP
(included in Exhibit 5)
[Dorsey & Whitney Letterhead]
Exhibit 5
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 625,608 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.
Very truly yours,
/s/ Dorsey & Whitney LLP
Dated: May 10, 2000
TOM
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of Rimage Corporation:
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
May 10, 2000
