8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  July 7, 2010

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 SouthMinneapolis, 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 (see General Instruction A.2. below):

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 though 4 and 6 through 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.

Effective July 7, 2010, Rimage Corporation and James R. Stewart entered into a letter agreement relating to Mr. Stewart’s service as the Company’s Chief Financial Officer, a copy of which is attached hereto as Exhibit 10.1  Mr. Stewart will become the Company’s Chief Financial Officer effective the later of (i) his start date or (ii) immediately after the Company files its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.  If Mr. Stewart begins employment prior to the date that the Company files its Form 10-Q, he will be an employee of the Company until the effective date of his appointment as the Chief Financial Officer.  Mr. Stewart is expected to start his employment with the Com pany on July 26, 2010.

Prior to joining the Company, Mr. Stewart, age 53, had been the Chief Financial Officer of Comm-Works Incorporated, a privately-held provider of voice and data infrastructure services located in Minneapolis Minnesota, since 2006.  In his role as the Chief Financial Officer, Mr. Stewart was responsible for the leadership of Comm-Works’ financial operations, provided financial and strategic planning leadership, and led Comm-Works in various acquisitions and lender refinancing.  From 2003 to 2006, Mr. Stewart served as the Senior Vice President Finance H.R. Solutions for Ceridian Corporation, a publicly held information services company principally serving the human resource, transportation and retail markets.  While at Ceridian Corporation, Mr. Stewart supervised a large staff and was responsible for finance matters in Ceridian’s human resource solutions business segment, including fi nancial planning, analysis, and reporting for that business segment, general accounting, pricing, contracts, billing, accounts receivable and payable, finance systems, and client funds management and facilities.  From 2001 to 2003, Mr. Stewart was the Chief Financial Officer of Optical Solutions, Inc., a venture-backed private company that marketed and manufactured passive optical access solutions that was acquired by Calix, Inc. in 2005.  While at Optical Solutions, Mr. Stewart led two successful rounds of financing, including providing presentations to investors.  He also led an effort to reduce cash utilization, negotiated key manufacturing relationships, developed compensation programs, and established corporate financial policies and procedures.  Mr. Stewart has a masters of business administration degree and a bachelor of science degree in accounting and finance, both from the University of Minnesota in Minneapolis, Minnesota.

The Board of Directors and Compensation Committee approved the appointment of Mr. Stewart, as well as the compensation described in the offer letter.  Pursuant to the offer letter, Mr. Stewart will receive a base salary of $225,000 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.  On the effective date of his appointment as the Company’s Chief Financial Officer, Mr. Stewart will receive a one-time bonus payment of $25,000 less applicable taxes and withholdings.  If Mr. Stewart’s employment with the Company ends prior to his one year anniversary date other than for business reasons, Mr. Stewart will be required to reimburse the Company for the total cost of this bonus and applicable taxes.  Mr. Stewart is also eligible to participate in the Company’s benefit programs. In addition, Mr. Stewart 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. Stewart’s hiring, the Company will grant Mr. Stewart a non-qualified stock option to purchase 65,000 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 the date of grant. 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.  As required by the Company’s equity granting policy, the stock option and restricted stock awards will be granted on the later of the first day of Mr. Stewart’s employment or the first day on which transactions in Rimage’s securities would be permitted under Rimage’s trad ing policy.

The Company announced the appointment of Mr. Stewart by a press release issued on July 12, 2010, which is attached hereto as Exhibit 99.1.

Concurrently with Mr. Stewart’s appointment as the Company’s Chief Financial Officer, Robert M. Wolf will cease serving as the Company’s Chief Financial Officer.  Mr. Wolf will continue to remain employed by the Company for a period of time in order to facilitate Mr. Stewart’s transition and to provide other services as may be requested by the Board of Directors.  However, the Company may terminate this transition period upon fourteen days’ written notice, with or without cause.  The effective date of termination of this transition period will be the effective date of the termination of Mr. Wolf’s employmen t with the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
10.1	Letter from Rimage Corporation to James R. Stewart regarding offer of employment accepted on July 7, 2010.
99.1	Press Release issued by Rimage Corporation on July 12, 2010.

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/ Sherman L. Black
	Sherman L. Black Chief Executive Officer

Date:  July 12, 2010

EX-10.1

Exhibit 10.1

July 6, 2010

Mr. James Stewart
11291 Landing Road
Eden Prairie, MN 55347

Dear James:

I am pleased to confirm Rimage’s offer of employment to you, as we discussed. The terms of the offer are as follows:

Title:	Chief Financial Officer
Reports to:	Sherman L. Black
Base Salary:	$225,000 on an annualized basis
Bonus Opportunity:	50% of Base Salary under the terms of the Rimage 2010 Incentive Plan, prorata to start date
One Time Bonus:	The day of your appointment to CFO of Rimage Corporation, you will receive a one-time bonus payment of $25,000 minus applicable taxes and withholdings.  If your employment with Rimage should end prior to your one year anniversary date, you will be required to reimburse Rimage for the total cost of this bonus and applicable taxes.  You will not be required to reimburse Rimage if your employment is terminated for business reasons which include and are limited to a reduction in force or layoff.
Restricted Stock:	5,000 shares issued on start date, with restrictions lapsing on the first anniversary of start date
Stock Options:	65,000 non-qualified option shares granted on start date, vesting in equal amounts over four years on each anniversary of the date of grant, with a term of seven years.  The stock options will be issued with an exercise price equal to the fair market value of Rimage stock on the date of grant.  The stock options and restricted stock will be granted under and subject to the terms of the Rimage 2007 Stock Incentive Plan.
Annual Physical:	Mayo Clinic Executive Health Physical

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.

You will be appointed to serve as Chief Financial Officer effective on the later of  (i) your start date or (ii) immediately after Rimage files its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.  If you start before Rimage files its second quarter 10-Q,  you will work as an employee of Rimage and will replace Robert M. Wolf as Rimage’s Chief Financial Officer at the time indicated above.

I have enclosed a Nondisclosure and Non-competition Agreement for your review, which you will be required to sign as a condition of employment.  I have also enclosed a Severance/Change of Control Letter Agreement for your review.  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 is on an “at-will” basis. As a Rimage employee, you would be free to resign at any time, just as Rimage is free to terminate your employment at any time, with or without cause.  This offer does not constitute a contract of employment.

James, this is an exciting time at Rimage, 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 July 6, 2010.  With your favorable reply, we anticipate your start date will be on or before August 9, 2010 and we expect that you will provide any required notice to your current employer promptly after acceptance of this offer. 

Sincerely,

/s/  Sherman L. Black

Sherman L. Black

Chief Executive 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/  James R. Stewart	7/7/10
Name:  James Stewart	Date:

EX-99.1

Exhibit 99.1

Rimage Corporation Announces Appointment
of James R. Stewart as Chief Financial Officer

Minneapolis, MN—July 12, 2010—Rimage Corporation (Nasdaq: RIMG) today announced the appointment of James R. Stewart as Chief Financial Officer.

Stewart, age 53, is scheduled to start as an employee on July 26, 2010 and will become the Company's Chief Financial officer later in August 2010. Robert M. Wolf, the current CFO, who announced in June his intention to leave Rimage, will continue to work until August 27, 2010 to help ensure a seamless management transition for his successor.

Stewart previously served as CFO of Comm-Works Incorporated, a voice and data infrastructure services company. In this position, he helped formulate and lead an aggressive growth plan that included several strategic acquisitions. Prior to joining Comm-Works in 2006, Stewart was Senior Vice President, Finance of Ceridian Corporation’s Human Resource Solutions unit, a $1 billion global provider of human resource outsourcing solutions. As a key member of Ceridian’s executive team, Stewart helped drive a strategic planning process that strengthened Ceridian’s growth and profitability.

Earlier in his career, Stewart was: CFO and Operations Leader for Optical Solutions, Inc., a $15 million venture-backed manufacturer and marketer of passive optical access solutions for residential and small to medium-size businesses; CFO of Micron Electronics, Inc. a $1.5 billion public manufacturer and marketer of personal computers, semiconductors and web hosting services; and Corporate Controller of Imation Corporation, a $2.3 billion public information and imaging company.

Sherman L. Black, Rimage’s president and chief executive officer, commented: “We are extremely pleased to have an executive of Jim Stewart’s professional stature and wide-ranging capabilities join Rimage. With nearly 20 years of experience with global, mid-sized and venture-backed companies, he is a strategically-oriented CFO, who, throughout his career, has developed strong finance organizations, implemented strategies for increasing shareholder value, directed business planning processes and managed operations. Jim’s extensive experience, which will significantly strengthen our senior management team, will fortify the range of initiatives currently underway that are aimed at accelerating Rimage’s long-term growth and profitability.”

About Rimage

Rimage Corporation (www.rimage.com) is the world’s leading provider of workflow-integrated digital publishing solutions that produce CD/DVD/Blu-ray discs with customized content and durable color or monochrome disc labeling. Key vertical markets and applications for our systems include video workflows, retail, medical imaging and law enforcement. In addition, we have launched a multi-year process aimed at transforming Rimage into a higher-performing business. Our comprehensive strategy involves strengthening Rimage’s core disc publishing business; generating new revenue streams by leveraging our core capabilities and transitioning from a hardware supplier into a provider of total solutions; and identifying and investing in future opportunities in adjacent markets with strong growth potential. Headquartered in Minneapolis, Minnesota, Rimage is a global business with operations in North America, Eur ope and Asia.

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.

For additional information, contact
Sherman L. Black CEO	Richard G. Cinquina
Rimage Corporation	Equity Market Partners
952/944-8144	904/415-1415

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