0001104659-06-006489.txt : 20060207 0001104659-06-006489.hdr.sgml : 20060207 20060207143243 ACCESSION NUMBER: 0001104659-06-006489 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060207 DATE AS OF CHANGE: 20060207 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIMAGE CORP CENTRAL INDEX KEY: 0000892482 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 411577970 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43486 FILM NUMBER: 06585113 BUSINESS ADDRESS: STREET 1: 7725 WASHINGTON AVE S CITY: EDINA STATE: MN ZIP: 55439 BUSINESS PHONE: 6129448144 MAIL ADDRESS: STREET 1: 7725 WASHINGTON AVENUE SOUTH CITY: EDINA STATE: MN ZIP: 55439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 920-2131 MAIL ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 a06-4228_1sc13ga.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13G	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Rimage Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

766721 10 4

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 766721 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Discovery Group I, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable.
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power None.

			6.		Shared Voting Power 280,090 Shares

			7.		Sole Dispositive Power None.


			8.		Shared Dispositive Power 280,090 Shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 280,090 Shares


	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 2.9%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 766721 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Daniel J. Donoghue

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable.
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power None.

			6.		Shared Voting Power 280,090 Shares

			7.		Sole Dispositive Power None.


			8.		Shared Dispositive Power 280,090 Shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 280,090 Shares

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 2.9%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 766721 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Michael R. Murphy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable.
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power None.

			6.		Shared Voting Power 280,090 Shares

			7.		Sole Dispositive Power None.


			8.		Shared Dispositive Power 280,090 Shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 280,090 Shares

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 2.9%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Rimage Corporation
	(b)	Address of Issuer’s Principal Executive Offices 7725 Washington Avenue South, Edina, Minnesota 55439

Item 2.
	(a)	Name of Person Filing Discovery Group I, LLC (“Discovery Group”) Daniel J. Donoghue, a Managing Member of Discovery Group Michael R. Murphy, a Managing Member of Discovery Group
	(b)	Address of Principal Business Office or, if none, Residence Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at: Hyatt Center, 24^th Floor, 71 South Wacker Drive, Chicago, Illinois 60606
	(c)	Citizenship Discovery Group is a Delaware limited liability company Mr. Donoghue and Mr. Murphy are U.S. citizens
	(d)	Title of Class of Securities Common Stock, par value $.01 per share
	(e)	CUSIP Number 766721 10 4

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable.

	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

280,090

(b)

Percent of class:

2.9% (based on 9,580,873 shares of Common Stock outstanding as of October 31, 2005, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

None

(ii)

Shared power to vote or to direct the vote

280,090

(iii)

Sole power to dispose or to direct the disposition of

None

(iv)

Shared power to dispose or to direct the disposition of

280,090

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 7, 2006
	Date

	DISCOVERY GROUP I, LLC


	/s/Michael R. Murphy
	Signature

	Michael R. Murphy, Managing Member
	Name/Title

	/s/ Daniel J. Donoghue
	Signature
	Daniel J. Donoghue
	Name/Title

	/s/ Michael R. Murphy
	Signature
	Michael R. Murphy
	Name/Title

Exhibit Index

Exhibit 1

Joint Filing Agreement dated as of February 7, 2006, by and between Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

EX-1 2 a06-4228_1ex1.htm JOINT FILING AGREEMENT

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 2 to Schedule 13G to which this Agreement is attached.

Dated: February 7, 2006

	DISCOVERY GROUP I, LLC,


	By	/s/ Michael R. Murphy
		Michael R. Murphy
		Managing Member


	/s/ Daniel J. Donoghue
	Daniel J. Donoghue


	/s/ Michael R. Murphy
	Michael R. Murphy