S-8

As filed with the Securities and Exchange Commission on August 11, 2009.

Registration No. 333-_____________

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

Edina, Minnesota 55439

(Address of principal executive offices and zip code)

Rimage Corporation Amended and Restated 2007 Stock Incentive Plan

Stock Option Agreement dated April 1, 2009 by and between Rimage Corporation and Sherman L. Black

(Full Titles of the Plans)

	Copy to:
Bernard P. Aldrich	Charles P. Moorse
Chief Executive Officer	April Hamlin
Rimage Corporation	Lindquist & Vennum, P.L.L.P.
7725 Washington Avenue South	4200 IDS Center
Edina, Minnesota 55439	80 South 8th Street
(952) 944-8144	Minneapolis, Minnesota 55402
	(612) 371-3211

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, par value $.01 per share (2)	500,000	$16.78	$8,390,000	$468.16
Common Stock, par value $.01 per share (3)	200,000	$16.78	$3,356,000	$187.26

(1)  Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and based upon the closing price of the Company’s Common Stock on The NASDAQ Global Market on August 7, 2009.

(2)  Issuable under Rimage Corporation Amended and Restated 2007 Stock Incentive Plan

(3)  Issuable upon proper exercise of the Stock Option Agreement dated April 1, 2009 by and between Rimage Corporation and Sherman L. Black.

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.

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 fiscal year ended December 31, 2008;

(b) The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009;

(c) Definitive Proxy Statement dated April 9, 2009 for the 2009 Annual Meeting of Rimage Corporation Shareholders held on May 13, 2009; and

(d) 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 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 subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the completion or termination of this offering of shares of Common Stock shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such 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 or policies 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 Rimage Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement for the 2009 Annual Meeting of Shareholders held on May 13, 2009)

4.2 Stock Option Agreement dated April 1, 2009 by and between Sherman L. Black and Rimage Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2009)

5.1 Opinion of Lindquist & Vennum P.L.L.P.

23.1 Consent of Lindquist & Vennum P.L.L.P. (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 Company hereby undertakes to:

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  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 Section 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 August 11, 2009.

RIMAGE CORPORATION
By	/s/   Bernard P. Aldrich
	Bernard P. Aldrich, Chief Executive Officer

POWER OF ATTORNEY

The undersigned officers and directors of Rimage Corporation hereby constitute and appoint Bernard P. Aldrich and Robert M. Wolf, each acting alone, with power to act as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our 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 below by the following persons in the capacities indicated on August 11, 2009.

/s/ Bernard P. Aldrich	Chief Executive Officer
Bernard P. Aldrich	(principal executive officer), Director
/s/ Robert M. Wolf	Chief Financial Officer (principal financial
Robert M. Wolf	and accounting officer), Corporate Secretary
/s/ James L. Reissner	Director
James L. Reissner
/s/ Thomas F. Madison	Director
Thomas F. Madison
/s/ Steven M. Quist	Director
Steven M. Quist
/s/ Larry M. Benveniste	Director
Larry M. Benveniste
/s/ Philip D. Hotchkiss	Director
Philip D. Hotchkiss

EX-5.1

Exhibit 5.1

August 11, 2009

Rimage Corporation

7725 Washington Avenue South

Edina, MN 55439

Re: Opinion of Counsel as to Legality of Shares of Common Stock to be Registered
under the Securities Act of 1933, as amended

Ladies and Gentlemen:

This opinion is furnished in connection with the Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which Rimage Corporation (the “Company”) is filing with the Securities and Exchange Commission to register (1) 500,000 shares of Common Stock, $.01 par value per share, of the Company that may be issued under the Rimage Corporation Amended and Restated 2007 Stock Incentive Plan (the “Plan”); and (2) 200,000 shares of Common Stock, $.01 par value, of the Company that may be issued pursuant to that certain stock option granted to Sherman L. Black under a stock option agreement with a grant date of April 1, 2009 (the “Option”).

In connection with this opinion, we have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed relevant hereto, and this opinion is furnished based upon such examination and review.

Based on the foregoing, it is our opinion that, under the current laws of the State of Minnesota (1) the 500,000 shares of Common Stock of the Company proposed to be issued under the Plan will, when issued pursuant to the terms of the Plan, be legally issued, fully paid and non-assessable; and (2) the 200,000 shares of Common Stock issuable upon exercise of the Option, when issued upon proper exercise of the Option, will be legally issued, fully paid and non-assessable.

We are admitted to the practice of law in the State of Minnesota and the foregoing opinions are limited to the laws of that state and the federal laws of the United States of America

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement with respect to said shares of Common Stock.

Very truly yours,

LINDQUIST & VENNUM P.L.L.P.

/s/ Lindquist & Vennum P.L.L.P.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Rimage Corporation:

We consent to the use of our report dated March 16, 2009, with respect to the consolidated balance sheets of Rimage Corporation and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, and the related financial statement schedule, and our report dated March 16, 2009 with respect to the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of Rimage Corporation incorporated herein by reference.

(signed) KPMG LLP

Minneapolis, MN

August 11, 2009