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): September 17, 2003
RIMAGE CORPORATION
(Exact name of Registrant as specified in its charter)
Minnesota 0-20728 41-1577970
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7725 Washington Avenue South
Edina, Minnesota 55439
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 944-8144
Item 5. Other Events.
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At the meeting of the Company's Board of Directors on September 16, 2003, the
Board of Directors adopted resolutions declaring a dividend of one preferred
share purchase right (a "Right") for each outstanding Common Share of the par
value of $.01 per share (the "Common Shares") of the Company. The dividend is
payable on October 6, 2003 (the "Record Date") to shareholders of record on that
date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a Series A Junior Participating Preferred Share, $.01 par value
(the "Preferred Shares"), of the Company at a price of $100.00 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of September 17, 2003 between the
Company and Wells Fargo Bank, National Association, as Rights Agent (the "Rights
Agent").
Initially, the Rights will attach to all certificates representing Common Shares
then outstanding, and no separate Right Certificates will be distributed. The
Rights will separate from the Common Shares, and a Distribution Date for the
Rights will occur upon the earlier of:
(i) the close of business on the fifteenth day following a
public announcement that a person or group or affiliated or associated
persons has become an "Acquiring Person" (i.e., has become, subject to
certain exceptions, the beneficial owner of 15% or more of the
outstanding Common Shares); or
(ii) the close of business on the fifteenth day following the
commencement or public announcement of a tender offer or exchange
offer, the consummation of which would result in a person or group of
affiliated or associated persons becoming, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding
Common Shares (or such later date as may be determined by the Board of
Directors of the Company prior to a person or group of affiliated or
associated persons becoming an Acquiring Person).
Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with the Common
Shares;
(ii) new Common Share certificates issued after the Record
Date upon transfer or new issuance of the Common Shares will contain a
notation incorporating the Rights Agreement by reference; and
(iii) the surrender for transfer of any Common Share
certificate, even without such notation or a copy of this Summary of
Rights attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate.
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As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on September 16, 2013, unless extended or
earlier redeemed or exchanged by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares 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 Shares;
(ii) upon the grant to holders of the Preferred Shares of
certain rights, options, or warrants to subscribe for or purchase
Preferred Shares or convertible securities at less than the then
current market price of the Preferred Shares; or
(iii) upon the distribution to holders of the Preferred Shares
of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those described in clause (ii) hereof).
The number of Preferred Shares issuable upon the exercise of a Right is also
subject to adjustment in the event of a dividend on Common Shares payable in
Common Shares, or a subdivision, combination, or consolidation of the Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments required an adjustment of at least 1% in the
Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares that are integral multiples of one one-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu thereof a payment in cash is made
based on the closing price (pro-rated for the fraction) of the Preferred Shares
on the last trading date prior to the date of exercise.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights that are or were beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive, upon exercise thereof at the then current exercise price of the
Right, that number of Common Shares having a market value of two times the
exercise price of the Right, subject to certain possible adjustments.
In the event that, on or after the Distribution Date or within 15 days prior
thereof, the Company is acquired in certain mergers or other business
combination transactions, or 50% or more of the
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assets or earning power of the Company and its subsidiaries (taken as a whole)
are sold on or after the Distribution Date or within 15 days prior to the
Distribution Date in one or a series of related transactions, each holder of a
Right (other than Rights that have become void under the terms of the Rights
Agreement) will thereafter have the right to receive, upon exercise thereof at
the then current exercise price of the Right, the number of common shares of the
acquiring company (or, in certain cases, on of its affiliates) having a market
value of two times the exercise price of the Right.
In certain events specified in the Rights Agreement, the Company is permitted to
temporarily suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated persons becomes
an Acquiring Person (subject to certain exceptions), and prior to the
acquisition by a person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights (other than Rights that have become void
under the terms of the Rights Agreement) for Common Shares 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 Shares (subject to adjustment).
At any time prior to the time that a person or group of affiliated or associated
persons has become an Acquiring Person, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $.001 per Right,
subject to adjustment (the "Redemption Price"), payable in cash. The redemption
of the Rights may be made effective at such time, on such basis, and with such
conditions as the Board of Directors in its sole discretion may establish. The
Board of Directors and the Company shall not have any liability to any person as
a result of the redemption or exchange of the Rights pursuant to the provisions
of the Rights Agreement.
The terms of the Rights may be amended by the Board of Directors of the Company,
subject to certain limitations after the Distribution Date, without the consent
of the holders of the Rights, including an amendment prior to the date of a
person or group of affiliated or associated persons becomes an Acquiring Person
to lower the 15% threshold for exercisability of the Rights to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known by the Company to be beneficially owned by any person
or group of affiliated or associated persons (subject to certain exceptions), or
(ii) 10%.
Until a Right is exercised, the holder thereof, as such, will have no rights as
a shareholder of the Company, including, without limitation, the right to vote
or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A dated September
17, 2003. A copy of the Rights Agreement is available free of charge from the
Company by contacting the Secretary at Rimage Corporation, 7725 Washington
Avenue South, Edina, Minnesota 55439. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is hereby incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
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Exhibit 99.0 Press Release of September 17, 2003.
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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/ Robert M. Wolf
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Robert M. Wolf
Chief Financial Officer
Dated: September 17, 2003
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