SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RIMAGE CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 41-1577970
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(State of incorporation or organization) (I.R.S. Employer/Identification No.)
7725 Washington Avenue South
Edina, Minnesota 553439
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Item 1. Description of Securities to be Registered.
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On September 16, 2003, the Board of Directors of Rimage Corporation (the
"Company") declared a dividend of one Right for each outstanding share of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), to the
stockholders of record at the close of business on October 6, 2003 (the "Record
Date"). Except as set forth below, each Right entitles the registered holder to
purchase from the Company one one-hundredth (1/100) of a share of Series A
Junior Participating Preferred Stock, par value $.01 per share (the "Preferred
Stock"), at a price of $100.00 per one one-hundredth of a share (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement dated as of September 17, 2003 (the "Rights Agreement") between the
Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent.
Initially, the Rights will be attached implicitly to all Common Stock
certificates representing shares then outstanding, and no separate Right
certificates will be distributed. A Distribution Date for the Rights will occur
upon the earlier of fifteen days following (i) a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of voting
securities having 15% or more of the voting power of the Company, or (ii) the
commencement of (or a public announcement of an intention to make) a tender
offer or exchange offer which would result in any person or group and related
persons having beneficial ownership of voting securities having 15% or more of
the voting power of the Company.
Until the Distribution Date, the Rights will be transferred with and only with
Common Stock certificates. From as soon as practicable after the Record Date and
until the Distribution Date (or earlier redemption or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuance of the Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock outstanding as of the Record Date will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date,
and the separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on September 16, 2013 unless earlier redeemed by the Company as described
below.
In the event that any person becomes the beneficial owner of 15% or more of the
voting power of the Company, fifteen (15) days thereafter (the "Flip-In Event")
each holder of a Right will thereafter have the right to receive, upon exercise
thereof at the then current Purchase Price of the Right, Common Stock (or, in
certain circumstances, a combination of cash, other property, Common Stock or
other securities) which has a value of two times the Purchase Price of the Right
(such right being called the "Flip-In Right"). In the event that the Company is
acquired in a merger or other business combination transaction where the Company
is not the surviving corporation or in the event that 50% or more of its assets
or earning power is sold, proper
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provision shall be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price
of the Right, common stock of the acquiring entity which has a value of two
times the Purchase Price of the Right (the "Flip Over Right"). Upon the
occurrence of the Flip-In Event, any Rights that are or were at any time owned
by an Acquiring Person shall become null and void.
The Purchase Price payable, and the number of shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Preferred
Stock; (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for Preferred Stock or convertible securities at less
than the current market price of the Preferred Stock; or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the voting power of
the Company and prior to the acquisition by such person or group of 50% or more
of the voting power of the Company, the Board of Directors of the Company may
authorize the exchange of the Rights (other than Rights owned by such person or
group which have become void), in whole or in part, for Common Stock or
equivalent securities at an exchange ratio per Right equal to the result
obtained by dividing the exercise price of a Right by the current per share
market price of the Common Stock, subject to adjustment.
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in the
Purchase Price. No fractions of shares will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred Stock
on the last trading date prior to the date of exercise.
At any time prior to the earlier to occur of (i) any person becoming an
Acquiring Person; or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"), which redemption shall be effective at such time as the
Board of Directors shall establish. Upon the effective date of the redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, it will not entitle the holder to any rights as a
stockholder of the Company (other than those as an existing stockholder),
including, without limitation, the right to vote or to receive dividends.
The terms of the Rights may be amended by the Board of Directors of the Company
(i) prior to the Distribution Date in any manner; and (ii) on or after the
Distribution Date to cure any ambiguity, to correct or supplement any provision
of the Rights Agreement which may be defective or inconsistent with any other
provisions, or in any manner not adversely affecting the interests of the
holders of the Rights.
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As of September 4, 2003, there were 9,068,712 shares of Common Stock issued and
outstanding and 489,981 shares reserved for issuance pursuant to the exercise of
outstanding stock options. Each outstanding share of Common Stock on October 6,
2003 will receive one Right. As long as the Rights are attached to the Common
Stock, the Company will issue one Right for each share of Common Stock issued
between the Record Date and the Distribution Date so that all such shares will
have attached Rights. There will be 250,000 shares of Preferred Stock reserved
for issuance upon exercise of the Rights.
The Rights Agreement is designed to protect shareholders in the event of an
unsolicited attempt to acquire the Company for an inadequate price and to
protect against abusive practices that do not treat all shareholders equally,
including partial and two-tier tender offers, coercive offers, and creeping
stock accumulation programs. Such practices can pressure shareholders into
tendering their investments prior to realizing the full value or total potential
of such investments. The Rights Agreement is intended to make the cost of such
abusive practices prohibitive and create an incentive for a potential acquiror
to negotiate in good faith with the Board. The Rights Agreement is not intended
to, and will not, prevent all unsolicited offers to acquire the Company. If an
unsolicited offer is made, and the Board determines that it is fair and in the
best interests of the Company and its shareholders, then, pursuant to the terms
of the Rights Agreement, the Board has the authority to redeem the Rights and
permit the offer to proceed. Essentially, the Rights Agreement will provide the
Board with sufficient opportunity to evaluate the fairness of any unsolicited
offer and the credibility of the bidder, and will therefore enable the Board to
represent the interests of all shareholders more effectively. Of course, in
deciding whether to redeem the Rights in connection with any unsolicited offer,
the Board will be bound by its fiduciary obligations to act in the best
interests of the Company and its shareholders.
The form of Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights, which includes (i) Exhibit A Certificate of
Designation, Preferences and Rights of Series A Junior Preferred Participating
Shares; and (ii) Exhibit B the form of Rights Certificate, is attached hereto as
Exhibit 1 and is incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to such Exhibit.
Item 2. Exhibits.
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Exhibit 1:
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Form of Rights Agreement dated as of September 17, 2003 between Rimage
Corporation and Wells Fargo Bank, which includes as Exhibit B thereto
the form of Rights Certificate. Pursuant to the Rights Agreement,
Rights Certificates will not be mailed until after the earlier of (i)
the fifteenth day after a person or group becomes an "Acquiring
Person"; or (ii) the fifteenth day after the date of the commencement
of, or first public announcement of the intent to commence, a tender or
exchange offer by any person or group of affiliated or associated
persons if, upon consummation thereof, such person or group would be
the beneficial owner of 15% or more of the shares of common stock of
the Company.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
RIMAGE CORPORATION
Dated: September 17, 2003 By: /s/ Bernard P. Aldrich
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Bernard P. Aldrich
Chief Executive Officer
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