-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LMS43YQZPdrXDLNl83ZCiGrBJklpZdeK8LupKB4Hk1i/+OJICAt1U5wHve9ppT1B vUKJKmd6OAIN7WUuHtIWfw== 0000897101-98-000628.txt : 19980601 0000897101-98-000628.hdr.sgml : 19980601 ACCESSION NUMBER: 0000897101-98-000628 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980529 EFFECTIVENESS DATE: 19980529 SROS: NONE FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-53875 FILM NUMBER: 98633644 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 S-8 1 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 RIMAGE CORPORATION (Exact name of issuer as specified in its charter) Minnesota 41-1577970 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7725 Washington Avenue South Minneapolis, Minnesota 55439 (Address of Principal Executive Offices) (Zip Code) RIMAGE CORPORATION 1992 STOCK OPTION PLAN (Full title of the plan) Bernard P. Aldrich Copy to: President and Chief Executive Officer Thomas Martin Rimage Corporation Dorsey & Whitney LLP 7725 Washington Avenue South 220 South Sixth Street Minneapolis, Minnesota 55439 Minneapolis, MN 55402 (Name and address of agent for service) (612) 944-8144 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered(1) Per Share(2) Offering Price(2) Fee - -------------------------------------------------------------------------------- Common Stock $.01 par value 750,000 $12.3458 $9,257,813 $2,731 ================================================================================ (1) The number of shares being registered represents 750,000 additional shares of Common Stock which may be issued pursuant to the Rimage Corporation 1992 Stock Option Plan. (2) Estimated solely for the purpose of determining the registration fee. The proposed maximum offering price is based upon the average of the high and low selling prices of the Common Stock quoted on NASDAQ NMS for May 26 , 1998. Pursuant to General Instruction E of the General Instructions to the Form S-8, this Registration Statement incorporates by reference the Registrant's Registration Statement on Form S-8 filed November 10, 1993 (No. 33-71472) . PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit Number Description 4.1 1992 Stock Option Plan of the Company, as amended. 5 Opinion of Dorsey & Whitney LLP. 24.1 Consent of KPMG Peat Marwick LLP 24.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above). 25 Power of Attorney (included in the signature page to this Registration Statement). Item 9. Undertakings. A. Post-Effective Amendments 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 prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) 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; provided, however, that subparagraphs (i) and (ii) above will not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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. Subsequent Documents Incorporated by Reference 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. Claims for Indemnification 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 indemnification provisions described herein, 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 of 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 Minneapolis, State of Minnesota, on this 21st day of May, 1998. RIMAGE CORPORATION By: /s/ BERNARD P. ALDRICH --------------------------------- Bernard P. Aldrich, Chief Executive Officer POWER OF ATTORNEY The officers and directors of Rimage Corporation, whose signatures appear below, hereby constitute and appoint Bernard P. Aldrich and David J. Suden, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute on behalf of the undersigned, any amendment or amendments to this Registration Statement of Rimage Corporation, and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Name Title ---- ----- /s/ Bernard P. Aldrich Chief Executive Officer, May 21, 1998 - -------------------------- President and Director Bernard P. Aldrich (PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER) /s/ David J. Suden Chief Technical Officer and May 21, 1998 - -------------------------- Director (PRINCIPAL FINANCIAL David J. Suden OFFICER) /s/ Robert Wolf Controller May 21, 1998 - -------------------------- (PRINCIPAL ACCOUNTING OFFICER) Robert Wolf /s/ Ronald R. Fletcher Director May 21, 1998 - -------------------------- Ronald R. Fletcher /s/ Richard F. McNamara Director May 21, 1998 - -------------------------- Richard F. McNamara /s/ George E. Kline Director May 21, 1998 - -------------------------- George E. Kline /s/ James Reissner Director May 21, 1998 - -------------------------- James Reissner EX-4.1 2 1992 STOCK OPTION PLAN Exhibit 4.1 RIMAGE CORPORATION 1992 STOCK OPTION PLAN As amended March 20, 1997 The purpose of the Rimage Corporation 1992 Stock Option Plan (the "Plan") is to promote the growth and profitability of Rimage Corporation (the "Company") and its Affiliates by providing its employees and directors with an incentive to achieve long-term corporate objectives, to attract and retain employees and directors of outstanding competence, and to provide such employees and directors with an equity interest in the Company. 1. STOCK SUBJECT TO PLAN. An aggregate of 1,000,000 shares (the "Shares") of the Common Stock, $.01 par value, of the Company ("Common Stock") may be subject to options granted under the Plan. Such Shares may be authorized but unissued Common Stock or authorized and issued Common Stock that has been or may be acquired by the Company. Shares that are subject to an option which expires or is terminated unexercised shall again be available for issuance under the Plan. 2. ADMINISTRATION. a. COMMITTEE. The Plan shall be administered by the Stock Option Committee (the "Committee") of the Board of Directors of the Company (the "Board"). The Committee shall be comprised of two or more members of the Board, each of whom shall be a "disinterested person" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. b. POWERS AND DUTIES. The Committee shall have the authority to make rules and regulations governing the administration of the Plan; to select the eligible employees to whom options shall be granted; to determine the type, amount, size, and terms of options; to determine the time when options shall be granted; to determine whether any restrictions shall be placed on Shares purchased pursuant to any option; and to make all other determinations necessary or advisable for the administration of the Plan. The Committee's determinations need not be uniform, and may be made by it selectively among persons who are eligible to receive options under the Plan, whether or not such persons are similarly situated. All interpretations, decisions, or determinations made by the Committee pursuant to the Plan shall be final and conclusive. 3. ELIGIBILITY. Any employee, director or consultant of the Company or of any of its Affiliates shall be eligible to receive options under the Plan. A persons who has been granted an option under this Plan, or under any predecessor plan, may be granted additional options if the Committee shall so determine. Except to the extent otherwise provided in the agreement evidencing an option, the granting of an option under this Plan shall not affect any outstanding option previously granted under this Plan or under any other plan of the Company or any Affiliate. For purposes of the Plan, the term "Affiliate" shall mean any "parent corporation" or "subsidiary corporation" of the Company, as those terms are defined in Sections 425(e) and 425(f) of the Internal Revenue Code of 1986, as amended. 4. EMPLOYEE STOCK OPTIONS. The Committee may grant to eligible employees stock options which are intended to qualify as "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and may grant to employees, directors or consultants stock options which are not intended to so qualify ("Nonqualified Options"), or any combination thereof. A stock option granted pursuant to the Plan shall entitle the optionee, upon exercise, to purchase Shares at a specified price during a specified period. Options shall be subject to such terms and conditions as the Committee shall from time to time approve; provided, that each option shall be subject to the following requirements: a. TYPE OF OPTION. Each option shall be identified in the agreement pursuant to which it is granted as an Incentive Stock Option or as a Nonqualified Option, as the case may be. b. TERM. No option shall be exercisable more than 121 months after the date on which it is granted. c. PAYMENT. The purchase price of Shares subject to an option shall be payable in full at the time the option is exercised. Payment may be made in cash, in shares of Common Stock having an aggregate fair market value on the date of exercise which is not less than the option price, or by a combination of cash and such shares, as the Committee may determine, and subject to such terms and conditions as the Committee deems appropriate. d. OPTIONS NOT TRANSFERABLE. Options shall not be transferable except to the extent permitted by the agreement evidencing such option; provided, that in no event shall any option be transferable by the optionee, other than by will or the laws of descent and distribution. Options shall be exercisable during an optionee's lifetime only by such optionee. If, pursuant to the agreement evidencing any option, such option remains exercisable after the optionee's death, it may be exercised, to the extent permitted by such agreement, by the personal representative of the optionee's estate or by any person who acquired the right to exercise such option by bequest, inheritance, or otherwise by reason of the optionee's death. e. INCENTIVE STOCK OPTIONS. If an option is an Incentive Stock Option, it shall be subject to the following additional requirements: i. The purchase price of Shares that are subject to an Incentive Stock Option shall not be less than 100% of the fair market value of such Shares at the time the option is granted, as determined in good faith by the Committee. ii. The aggregate fair market value (determined at the time the option is granted) of the Shares with respect to which Incentive Stock Options are exercisable by the optionee for the first time during any calendar year, under this Plan or any other plan of the Company or any Affiliate, shall not exceed $100,000. iii. An Incentive Stock Option shall not be exercisable more than ten years after the date on which it is granted. iv. The purchase price of Shares that are subject to an Incentive Stock Option granted to an employee who, at the time such option is granted, owns 10% or more of the total combined voting power of all classes of stock of the Company or of any Affiliate shall not be less than 110% of the fair market value of such Shares on the date such option is granted, and such option may not be exercisable more than five years after the date on which it is granted. For the purposes of this subparagraph, the rules of Section 425(d) of the Code shall apply in determining the stock ownership of any employee. Subject to the foregoing, options may be made exercisable in one or more installments, upon the happening of certain events, upon the fulfillment of certain conditions, or upon such other terms and conditions as the Committee shall determine. 5. AGREEMENTS. Each option granted pursuant to the Plan shall be evidenced by an agreement setting forth the terms and conditions upon which it is granted. Multiple options may be evidenced by a single agreement. Subject to the limitations set forth in the Plan, the Committee may, with the consent of the person to whom an option has been granted, amend any such agreement to modify the terms or conditions governing the option evidenced thereby. 6. ADJUSTMENTS. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, reclassification, combination, or exchange of shares or other similar corporate change, then if the Committee shall determine, in its sole discretion, that such change necessarily or equitably requires an adjustment in the number of Shares subject to an option, in the option price or value of an option, or in the maximum number of Shares subject to this Plan, such adjustments shall be made by the Committee and shall be conclusive and binding for all purposes of this Plan. No adjustment shall be made in connection with the issuance by the Company of any warrants, rights, or options to acquire additional Common Stock or of securities convertible into Common Stock. 7. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. Subject to the provisions of the agreement evidencing any option, if the Company shall become a party to any corporate merger, consolidation, major acquisition of property for stock, reorganization, or liquidation, the Board of Directors of the Company shall have the power to make any arrangement it deems advisable with respect to outstanding options and in the number of Shares subject to this Plan, which shall be binding for all purposes of this Plan, including, but not limited to, the substitution of new options for any options then outstanding, the assumption of any such options, and the termination of such options. 8. EXPENSES OF PLAN. The expenses of administering this Plan shall be borne by the Company and its Affiliates. 9. RELIANCE ON REPORTS. Each member of the Committee and each member of the Board of Directors shall be fully justified in relying or acting in good faith upon any report made by the independent public accountants of the Company and its Affiliates and upon any other information furnished in connection with this Plan by any person or persons other than himself. In no event shall any person who is or shall have been a member of the Committee or of the Board of Directors be liable for any determination made or other action taken or omitted in reliance upon any such report or information, or for any action taken or omitted, including the furnishing of information, in good faith. 10. RIGHTS AS STOCKHOLDER. Except to the extent otherwise specifically provided hereon, no recipient of any option shall have any rights as a stockholder with respect to Shares sold or issued pursuant to the Plan until certificates for such Shares have been issued to such person. 11. GENERAL RESTRICTIONS. Each option granted pursuant to the Plan shall be subject to the requirement that if, in the opinion of the Committee: a. the listing, registration, or qualification of any Shares related thereto upon any securities exchange or under any state or federal law; b. the consent or approval of any regulatory body; or c. an agreement by the recipient with respect to the disposition of any such Shares; is necessary or desirable as a condition of the issuance or sale of such Shares, such option shall not be consummated unless and until such listing, registration, qualification, consent, approval, or agreement is effected or obtained in form satisfactory to the Committee. 12. EMPLOYMENT RIGHTS. Nothing in this Plan, or in any agreement entered into hereunder, shall confer upon any employee or director the right to continue to serve as an employee or director of the Company or an Affiliate, or affect the right of the Company or an Affiliate to terminate such employee's or director's services at any time, with or without cause. 13. WITHHOLDING. If the Company proposes or is required to issue Shares pursuant to the Plan, it may require the recipient to remit to it, or may withhold from such option or from the recipient's other compensation, an amount, in the form of cash or Shares, sufficient to satisfy any applicable federal, state, or local tax withholding requirements prior to the delivery of any certificates for such Shares. 14. AMENDMENTS. The Board of Directors of the Company may at any time, and from time to time, amend the Plan in any respect, except that no amendment: a. increasing the number of Shares available for issuance or sale pursuant to the Plan (other than as permitted by paragraphs 6 and 7); b. changing the classification of persons eligible to participate in the Plan or the definition of an "Affiliate"; or c. materially increasing the benefits accruing to participants under the Plan; shall be made without the affirmative vote of stockholders holding at least a majority of the voting stock of the Company represented in person or by proxy at a duly held stockholders' meeting. 15. EFFECTIVE DATE; DURATION. The Plan initially become effective with respect to 250,000 shares on September 24, 1992, upon its adoption by the Board of Directors of the Company and approval by the shareholders of the Company. The increase in the number of shares subject to the Plan from 250,000 shares to 500,000 shares became effective on December 31, 1993, and was approved by the shareholders on June 5, 1994. The increase in the number of shares subject to the Plan from 500,000 shares to 1,000,000 shares, shall become effective on March 20, 1997, subject to shareholder approval of such amendments on or before March 20, 1998. No options shall be granted under the Plan after the earlier of: (a) the date on which the Plan is terminated by the Board of Directors of the Company; or (b) September 24, 2002. Options outstanding at the termination or expiration of the Plan may continue to be exercised in accordance with their terms after such termination or expiration. EX-5 3 OPINION RE: LEGALITY Exhibit 5 Rimage Corporation 7725 Washington Avenue South Minneapolis, MN 55439 Re: Registration Statement on Form S-8 Ladies and Gentlemen: In connection with the Registration Statement on Form S-8 filed by Rimage Corporation (the "Company") with the Securities and Exchange Commission on or about the date hereof, relating to the registration of 750,000 common shares, no par value, which may be issued pursuant to exercise of options granted or which may be granted under the Company's 1992 Stock Option Plan (the "Plan"), please be advised that as counsel to the Company, upon examination of such corporate documents and records as we have deemed necessary or advisable for the purposes of this opinion, it is our opinion that: 1. The Company is a validly existing corporation in good standing under the laws of the State of Minnesota. 2. The 750,000 shares which may be issued by the Company under the Plan will be, when issued and paid for as described in the Registration Statement, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Dated: May 21, 1998 Very truly yours, DORSEY & WHITNEY LLP EX-24.1 4 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the use of our reports incorporated by reference in this Form S-8 Registration Statement. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Minneapolis, Minnesota May 21, 1998 -----END PRIVACY-ENHANCED MESSAGE-----