UNITED STATES

 

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

incorporation or organization)

 

Identification No.)

 

 

 

7725 Washington Avenue South

Minneapolis, Minnesota 55439

(Address of principal executive offices and zip code)

 

 

 

 

 

 

Stock Option Agreement dated November 26, 2012

by and between Rimage Corporation and Vern Hanzlik

 

Stock Option Agreement dated January 7, 2013

by and between Rimage Corporation and Peter Shutte

 

(Full Title of the Plan)

 

 

 

 

 

 

 

 

 

 

Copy to:

 

Sherman L. Black

 

Charles P. Moorse

 

President and Chief Executive Officer

 

April Hamlin

 

Rimage Corporation

 

Lindquist & Vennum LLP

 

7725 Washington Avenue South

 

4200 IDS Center

 

Minneapolis, Minnesota 55439

 

80 South 8th Street

 

(952) 683-7900

 

Minneapolis, Minnesota 55402

 

 

 

(612) 371-3211

(Name, address and telephone number, including area code, of agent for service)

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

Large accelerated filer o

 

Accelerated filer x

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

Title of Securities to be Registered

Amount to be
Registered (1)

Proposed
Maximum
Offering Price
Per Share (2)

Proposed
Maximum
Aggregate
Offering Price (2)

Amount of
Registration
Fee

Common Stock, par value $0.01 per share

150,000

$8.955

$1,343,250

$183.22

 

 

 

 

 

 

 

(1)

100,000 shares issuable upon proper exercise of the Stock Option Agreement dated November 26, 2012 by and between Rimage Corporation and Vern Hanzlik and 50,000 shares issuable upon proper exercise of the Stock Option Agreement dated January 7, 2013 by and between Rimage Corporation and Peter Shutte.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon the average of the high and low prices per share of the Company’s Common Stock on The Nasdaq Global Select Market on March 25, 2013.

 

PART I

Pursuant to the note to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement and documents containing the information specified in such Part I have been delivered to participants as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

 

 

Item 3.

Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference:

 

 

 

 

(a)

The Company’s Annual Report on Form 10-K for the year ended December 31, 2012;

 

 

 

 

(b)

The Company’s Current Report on Form 8-K dated March 18, 2013; and

 

 

 

 

(c)

The description of the Company’s common stock contained in its Registration Statements filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including 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 subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the completion or termination of this offering of shares of Common Stock will be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of these documents.

 

 

Item 4.

Description of Securities.

The description of the Company’s Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II.

 

 

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

 

 

Item 6.

Indemnification of Directors and Officers.

Section 302A.521 of the Minnesota Statutes and Article 9 of the Company’s Amended and Restated Bylaws require, among other things, the indemnification of persons made or threatened to be made a party to a proceeding by reason of acts or omissions performed in their official capacity as an officer, director, employee or agent of the Company against judgments, penalties and fines (including attorneys’ fees) if such person is not otherwise indemnified, acted in good faith, received no improper benefit, reasonably believed that such conduct was in the best interests of the Company, and, in the case of criminal proceedings, had no reason to believe the conduct was unlawful. In addition, Section 302A.521, subdiv. 3, of the Minnesota Statutes requires payment by the Company, upon written request, of reasonable expenses in advance of final disposition in certain instances if 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 also maintains an insurance policy to assist in funding indemnification of directors and officers for certain liabilities.

 

 

Item 7.

Exemption from Registration Claimed.

Not applicable.

 

 

Item 8.

Exhibits.

Exhibit

 

 

4.1

Stock Option Agreement dated November 26, 2012 by and between Rimage Corporation and Vern Hanzlik

4.2

Stock Option Agreement dated January 7, 2013 by and between Rimage Corporation and Peter Shutte

5.1

Opinion of Lindquist & Vennum LLP

23.1

Consent of Lindquist & Vennum LLP (included in Exhibit 5.1)

23.2

Consent of KPMG LLP, Independent Registered Public Accounting Firm

24.1

Power of Attorney (included on signature page)

 

 

Item 9.

Undertakings.

 

 

(a)

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 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;

          (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)          The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)          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 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 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.

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 Edina, State of Minnesota, on March 29, 2013.

 

 

 

 

 

RIMAGE CORPORATION

 

 

By

/s/ Sherman L. Black

 

 

 

Sherman L. Black, Chief Executive Officer

POWER OF ATTORNEY

The undersigned officers and directors of Rimage Corporation hereby constitute and appoint Sherman L. Black and James R. Stewart, each acting alone, with power to act as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on March 29, 2013.

 

 

 

/s/ Sherman L. Black

 

Chief Executive Officer and President

Sherman L. Black

 

(principal executive officer), Director

 

 

 

/s/ James R. Stewart

 

Chief Financial Officer (principal financial

James R. Stewart

 

and accounting officer)

 

 

 

/s/ James L. Reissner

 

Director

James L. Reissner

 

 

 

 

 

/s/ Lawrence M. Benveniste

 

Director

Lawrence M. Benveniste

 

 

 

 

 

/s/ Thomas F. Madison

 

Director

Thomas F. Madison

 

 

 

 

 

/s/ Kimberly K. Nelson

 

Director

Kimberly K. Nelson

 

 

 

 

 

/s/ Justin A. Orlando

 

Director

Justin A. Orlando

 

 

 

 

 

/s/ Robert F. Olson

 

Director

Robert F. Olson

 

 

 

 

 

/s/ Steven M. Quist

 

Director

Steven M. Quist