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): March 22, 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 through 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.

On March 22, 2012, Philip D. Hotchkiss informed Rimage Corporation (the “Company”) that he would not stand for re-election to the Company’s Board of Directors at the Company’s 2012 Annual Meeting of Shareholders. Mr. Hotchkiss’ decision not to stand for re-election was for personal reasons and unrelated to any disagreement regarding the Company’s operations, policies or practices.

Upon recommendation of the Governance Committee of the Board of Directors of the Company, the Board of Directors elected Kimberly K. Nelson as a director to serve a term ending at the Company’s 2012 Annual Meeting of Shareholders. Ms. Nelson’s election to the Board of Directors is effective March 26, 2012. The Board of Directors also appointed Ms. Nelson to the Audit Committee and the Governance Committee effective March 26, 2012. Ms. Nelson is an “Independent Director” under the Nasdaq Listing Rules.

In connection with her election, the Compensation Committee recommended and the Board of Directors approved an award of 5,000 restricted stock units under the Company’s Second Amended and Restated 2007 Stock Incentive Plan (the “Plan”). Each restricted stock unit represents a contingent right to receive one share of the Company’s common stock. The restricted stock units will vest in full on the one year anniversary of the date of grant provided Ms. Nelson continues to provide services to the Company on that date, subject to certain exceptions and the terms of the Plan. Ms. Nelson may elect to defer receipt of the shares to the earlier of January 1 of the 3^rd to 10^th year following the date of grant or the first January 1 following the date of separation of service from the Company. Any restricted stock units Ms. Nelson does not elect to defer will be paid within 90 days following the date the restricted stock units first vest. Ms. Nelson will receive the same cash retainer amounts as other directors for Board and committee service.

The Company also announced the election of Ms. Nelson and recognized the service of Mr. Hotchkiss 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 March 27, 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:  March 27, 2012

EX-99.1

EXHIBIT 99.1

 

Rimage Names Kim Nelson to its Board of Directors

Software Executive Brings Strong Financial Background and Expertise in SaaS Business Model

Minneapolis, MN – March 27, 2012 – Rimage Corporation (NASDAQ: RIMG), today announced that it has named Kimberly K. Nelson (43) to its Board of Directors, effective immediately. Ms. Nelson is the Executive Vice President and Chief Financial Officer of SPS Commerce, Inc., a software-as-a-service (SaaS) solution provider. Ms. Nelson will serve on Rimage’s Audit Committee and on the Governance Committee. The Company also announced that Philip D. Hotchkiss will not stand for reelection to its Board of Directors at the Company’s 2012 Annual Meeting of Shareholders in May, but will serve the remainder of his term. Mr. Hotchkiss made the decision not to stand for reelection so he could devote more time to his role as the Chief Product Officer of Get Satisfaction, an online social CRM company located in California. With the addition of Ms. Nelson, there are eight directors currently serving on the Rimage board.

“Kim joins our Board with a solid background in finance and management at publicly-held technology companies,” said Sherman Black, President and CEO of Rimage. “Importantly, she brings business experience in the SaaS model, which is a new business model for Rimage but one that we expect to grow. With hands-on experience across a range of financial disciplines, including investor relations, she will be a great asset to the Board and we look forward to her contributions.”

Ms. Nelson joined SPS Commerce in her current position in November 2007. Prior to that, she worked at Amazon.com in a variety of roles. She was mostly recently Finance Director, Investor Relations, since June 2005. From 2003 to 2005, she served as the Finance Director, Worldwide Application for Amazon.com’s Technology group. She joined Amazon.com in 2000 as its Finance Director, Financial Planning and Analysis from 2000 until 2003. Her experience also includes financial positions at The Pillsbury Company and Nestle USA, Inc. Ms. Nelson has a Bachelor of Science degree in finance from Babson College and a Master of Business Administration degree from the University of St. Thomas.

“I look forward to participating on the board of directors at Rimage,” said Ms. Nelson. “The Company’s transformation represents a very exciting opportunity and I am pleased to assist Rimage in achieving the next level in its vision for customer solutions, growth and enhanced valuation.”

Mr. Black added, “On behalf of the Board, I would also like to thank Phil Hotchkiss for his many years of service. Phil has been a valuable contributor to our success and we wish him the very best in his future endeavors.”

About Rimage Corporation

Founded in 1978, Rimage Corporation (NASDAQ: RIMG) helps businesses deliver digital content directly and securely to their customers, employees, and partners. 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 online 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