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): January 7, 2012
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 (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Items under Sections 1-4, 6, 7 and 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. |
Upon recommendation of the Governance Committee of the Board of Directors of Rimage Corporation (the “Company”), the Board of Directors elected Robert F. Olson as a director to serve a term ending at the Company’s 2012 Annual Meeting of Shareholders. Mr. Olson’s election to the Board of Directors is effective January 7, 2012. The Board of Directors also appointed Mr. Olson to the Audit Committee and the Compensation Committee effective January 7, 2012. Mr. Olson is an “Independent Director” under the Nasdaq Listing Rules.
In connection with his election, the Compensation Committee recommended and the Board of Directors approved an award of 5,000 shares of restricted stock under the Company’s Second Amended and Restated 2007 Stock Incentive Plan (the “Plan”). The restrictions on the restricted stock will lapse on the one-year anniversary of the date of grant and have other terms as required by the Plan. Mr. Olson will receive the same cash retainer amounts as other directors for Board and committee service.
The Company also announced the election of Mr. Olson through the press release attached hereto as Exhibit 99.1.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
Exhibit No. | Description | |
99.1 | Press Release issued by Rimage Corporation on January 9, 2012. |
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/ James R. Stewart | |
James R. Stewart Chief Financial Officer |
Date: January 10, 2012
EXHIBIT 99.1
Rimage Names Robert Olson to its Board of Directors
Seasoned Technology Executive Brings Strong Expertise
Minneapolis, MN – January 9, 2012 – Rimage Corporation (NASDAQ: RIMG), today announced that it has named Robert Olson (55) to its Board of Directors, effective immediately. Mr. Olson is the Chairman and primary investor in Swift Knowledge, LLC, a business analytics software company focused on the banking and finance markets. He was also the founder, Chairman and Chief Executive Officer of Stellent, Inc., a publicly traded enterprise content management software company that was sold to Oracle Corporation in 2006. Mr. Olson will serve on the Audit and Compensation Committees. His appointment brings the total number of directors on the Rimage board to seven.
“Bob brings to our board significant experience in the development and management of growing technology companies,” said Sherman Black, President and CEO of Rimage. “His background includes expertise in developing customer and partner relationships, overseas expansion, and acquisitions. Bob’s expertise and knowledge will be extremely valuable to Rimage as we continue our transformation into growing segments of technology including virtual publishing and enterprise video communications.”
Mr. Olson founded Stellent, Inc., a developer of content management software, in 1991. During his tenure, revenues at the company grew to an annual run rate of $140 million. Many of the Fortune 1000 were Stellent customers and the company had partnerships with leading OEMs and System Integrators, including IBM, Nokia and Accenture. Stellent was sold to Oracle in 2006 for approximately $440 million, representing a 35% premium to its market valuation.
Prior to Stellent, Mr. Olson was involved in two additional technology startups that were subsequently sold. He began his career at Burroughs Corporation and 3M. He has served on the boards of several technology companies.
“I am excited to be joining the Rimage board as the Company moves forward with its transition into emerging technologies like virtual publishing,” said Bob Olson. “With a strong foundation in disc publishing which continues to generate cash, and the recent acquisition of Qumu, Rimage is in a very solid position to support its growth initiatives. I look forward to assisting the Company in continuing its momentum.”
About Rimage Corporation
Founded in 1978, Rimage Corporation (NASDAQ: RIMG) helps businesses deliver digital content directly and securely to their customers and employees. Its disc publishing business, based in Minneapolis, Minnesota, supplies more than 10,000 customers in North America, Europe and Asia with industry-leading solutions that archive, distribute and protect content on CDs, DVDs and Blu-Ray Discs™. With its acquisition of Qumu, Rimage is a leader in the rapidly growing enterprise video communications market. The combination of Qumu and Rimage’s disc publishing business and virtual publishing initiative enables businesses to securely deliver their videos, documents, audio files and images in today’s multi-platform, multi-device world. Additional information can be found at www.rimagecorp.com.
Blu-ray Disc™ is a trademark of the Blu-ray Disc Association.
Investor Contacts:
James Stewart, CFO
Rimage Corporation
952/944-8144
Jenifer Kirtland
EVC Group
415/568-9349