8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 20, 2009

Rimage Corporation

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

000-00619	41-1577970
(Commission File Number)	(I.R.S. Employer Identification No.)
7725 Washington Avenue South Minneapolis, MN	55439
(Address Of Principal Executive Offices)	(Zip Code)

(952) 944-8144

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Items under Sections 1 through 4 and 6 though 8 are not applicable and therefore omitted.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The Board of Directors of Rimage Corporation (the “Company”) has appointed Samir Mittal as the Company’s Senior Vice President and Chief Technology Officer effective September 14, 2009, the scheduled first day of his employment. Mr. Mitall will report to Sherman L. Black, the Company’s President and Chief Operating Officer.

Prior to joining Rimage, Mr. Mittal, 41, was senior core team leader for the Business Critical Products Group of Seagate Technology (NasdaqGS: STX) from July 2008. From April 2006 to June 2008, he was senior director of the Servo Engineering Department at Seagate’s Twin Cities operation and from February 2005 to March 2006, was a director of the Servo Engineering Department. From July 2001 to January 2005, Mr. Mittal also held various engineering positions at Seagate. Mr. Mittal graduated from the University of Delhi, India with a bachelor’s degree in engineering, and earned his masters of science degree from the University of Maryland. In 1998, Mr. Mittal also earned his Ph. D. from Ohio State University specializing in the design and control of electro-mechanical systems.

The Company offered Mr. Mittal the position by an offer letter that was accepted by him on August 20, 2009, a copy of which is attached hereto as Exhibit 10.1. The Board of Directors and Compensation Committee approved the compensation described in the offer letter, which includes a base salary of $215,000 per year, an opportunity to earn a cash bonus equal to 50% of his base salary under the Company’s cash bonus program for executive officers, and the stock option and restricted stock awards described below. Mr. Mittal is also eligible to participate in the Company’s benefit programs. In addition, Mr. Mittal will enter into the Company’s form of non-disclosure and non-competition agreement and the Company’s current form of severance and change of control letter agreement, a copy of which was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 22, 2008.

In connection with Mr. Mittal’s hiring, the Company will grant Mr. Mittal on the first day of his employment a non-qualified stock option to purchase 50,000 shares of the Company’s common stock and 5,000 shares of restricted stock. The restrictions on the restricted stock award will lapse in full on the first anniversary of Mr. Mittal’s start date. The option and restricted stock awards will also be subject to the Company’s standard form of equity award agreements, as well as the terms and conditions of the Company’s 2007 Stock Incentive Plan.

The Company announced Mr. Mittal’s appointment by a press release issued on August 24, 2009, which is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
10.1	Letter from Rimage Corporation to Samir Mittal regarding offer of employment, accepted on August 20, 2009.
99.1	Press Release dated August 24, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RIMAGE CORPORATION
By:	/s/ Robert M. Wolf
	Robert M. Wolf Chief Financial Officer

Date:  August 25, 2009

EX-10.1

Exhibit 10.1

Rimage Corporation 7725 Washington Avenue South Minneapolis, MN 55439 USA www.rimage.com ph:  952.944.8144 fax: 952.944.7808

August 17, 2009

Mr. Samir Mittal

[address]

[address]

Dear Samir:

I am pleased to make a contingent offer of employment based on the successful completion of your background screening, as we discussed. The terms of the offer are as follows:

Title:	Senior Vice President and Chief Technology Officer
Reports to:	Sherman Black
Base Salary:	$215,000 on an annualized basis
Bonus Opportunity:	50% of Base Salary, pro rated to start date
Restricted Stock:	5,000 shares vesting on first anniversary of start date
Stock Options:	50,000 non-qualified option shares
Benefits Programs:	As outlined in the attached benefits summary, includes Health Plan, Dental Plan, Paid Time-off (PTO) at the 24 day per year level, 401k with company match of $.50 to every dollar up to 6% of employee’s salary and annual Mayo Clinic executive health physical, per email.
Start Date:	We would like you to start September 14th

I have enclosed a Nondisclosure and Non-competition and Severance/Change of Control Letter Agreement for your review, which you will be required to sign as a condition of employment. Rimage will also require an I-9 form that will need to be completed and turned in on your first day of work along with proof of your employment eligibility. Employment with Rimage Corporation is on an “at-will” basis. This offer does not constitute a contract of employment.

Samir, this is an exciting time at Rimage Corporation, and we believe you will be a strong contributor to and participant in our success. We look forward to your favorable reply and will hold this offer open through August 24, 2009.

   

Rimage Corporation 7725 Washington Avenue South Minneapolis, MN 55439 USA www.rimage.com ph:  952.944.8144 fax: 952.944.7808

Sincerely,

/s/ Sherman Black

Sherman Black

President and Chief Operating Officer

If you are in agreement with the above and are not a party toa non-compete or other employment agreement that would conflict with your employment at Rimage, please sign belowand return one copy to my attention.
/s/ Samir Mittal	08-20-09
Name: Samir Mittal	Date:

   

EX-99.1

Exhibit 99.1

Rimage Corporation Names Samir Mittal

Senior Vice President and Chief Technology Officer

Minneapolis, MN—August 24, 2009—Rimage Corporation (Nasdaq: RIMG) today announced the appointment of Samir Mittal as senior vice president and chief technology officer, effective September 14. Mittal, who holds a Ph.D. in mechanical engineering, will be responsible for evaluating potential new technologies and products, in addition to managing Rimage’s product development organization.

Prior to joining Rimage, Mittal, 41, was senior core team leader for the Business Critical Products Group of Seagate Technology. In this capacity, he managed the development of Seagate’s Constellation™ hard drive product line, which is deployed in enterprise-class nearline applications. Before assuming that position, he was senior director of the Servo Engineering Department at Seagate’s Twin Cities operation, where he was responsible for servo technology and product development. Mittal also has held various staff engineer positions at Seagate.

Bernard P. Aldrich, Rimage’s chief executive officer, commented: “Since adding Sherman Black to our team as president and chief operating officer in April, he has focused our people on optimizing Rimage’s current business. By bringing Samir Mittal to Rimage to assess potential new technologies, we are taking a second strategic step toward strengthening our long-term prospects. I am excited about having a person with Samir Mittal’s deep technical background and expertise join our senior management team.”

Sherman L. Black, Rimage’s president and chief operating officer, added: “Rimage’s engineering team has a done a great job of addressing the on-demand disc publishing market, and I am confident Samir can take our product development efforts to the next level. As chief technology officer, he will focus on extensions to our core business that could require the incubation of new technologies. In addition, Samir will be responsible for assessing the people and intellectual property of potential acquisitions. In these capacities, Samir will play a key role in charting and implementing Rimage’s future strategic direction.”

About Rimage

Rimage Corporation (www.rimage.com) is the world’s leading provider of recordable CD, DVD and Blu-ray (BD) publishing systems, which are used by businesses to produce discs with customized digital content on an on-demand basis. Rimage’s publishing systems, which span the range from high to low CD/DVD/BD production volumes, integrate robotics, software and surface label printers into a complete publishing solution. Rimage is focusing its CD/DVD/BD publishing solutions on a set of vertical markets with special needs for customized, on-demand digital information, including retail, medical and business services.

Statements regarding Rimage’s anticipated performance are forward-looking and therefore involve risks and uncertainties, including but not limited to: market conditions, competitive products, changes in technology, conditions in overseas markets that could affect international sales, and other factors set forth in Rimage’s filings with the Securities and Exchange Commission.

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For additional information, contact:

Bernard P. (Bernie) Aldrich, CEO	Richard G. Cinquina
Robert M. Wolf, CFO	Equity Market Partners
Rimage Corporation	904/415-1415
952/944-8144