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