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): December 16, 2009 (December 11, 2009)
MOBILE MINI, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-12804
(Commission File Number)
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86-0748362
(IRS Employer Identification No.) |
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7420 South Kyrene Road, Suite 101
Tempe, Arizona
(Address of Principal Executive Offices)
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85283
(Zip Code) |
(480) 894-6311
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 follow provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) Effective December 31, 2009, Michael E. Donovan is expected to leave the Board of
Directors of Mobile Mini, Inc. (the Company) pursuant to the terms of that certain
Stockholders Agreement by and among the Company and those stockholders signatory thereto, dated
as of June 27, 2008. There were no disagreements between the Company and Mr. Donovan that led
to this departure.
(d) On December 11, 2009, the Companys Board of Directors elected James J. Martell as a
director effective January 1, 2010. Mr. Martell will assume the director post vacated by Mr.
Donovan and referenced in Item 5.02(a) above and will join our class of directors whose term
expires in 2012. Mr. Martell is the current chairman of Express-1 Expedited Solutions, Inc. Mr.
Martell has acted, and continues to act, as a consultant to Welsh, Carson, Anderson & Stowe
(WCAS), where he is a member of WCASs Resources Group and serves as a director of two
WCAS privately-held portfolio companies, Ozburn-Hessey Logistics and Vision Holdings Logistics.
Concurrently with the effective date of Mr. Martells election, Mr. Martell is expected to enter
into an indemnification agreement with the Company, the form of which is attached as Exhibit
10.1 hereto and is incorporated herein by reference. Upon the effective date of Mr. Martels
election, Mr. Martell is entitled to receive directors fees consistent with the fees paid to
the other directors of the Company and a stock award pursuant to the Mobile Mini, Inc. 2006
Equity Incentive Plan attached hereto as Exhibit 10.2 hereto and is incorporated herein by
reference. On December 14, 2009, the Company issued a press release announcing, among other
things, the election of Mr. Martell, a copy of which is attached to this Current Report on Form
8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01. Other Events.
On December 14, 2009, the Company issued a press release announcing, among other things, (i)
the expiration of the Companys shareholder rights plan in accordance with its terms, and (ii) the
adoption by the Board of Directors of the Company of certain corporate governance policies. The
Companys press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
10.1
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Form of Indemnification Agreement between the Company and
its Directors and Executive Officers (incorporated by
reference to Exhibit 10.20 to the Companys Quarterly
Report on Form 10-Q filed on August 9, 2004). |
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10.2
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Mobile Mini, Inc. 2006 Equity Incentive Plan, as amended
and approved by stockholders at the 2009 Annual Meeting
(incorporated by reference to Exhibit A of the Companys
Definitive Proxy Statement for its 2009 Annual Meeting of
Stockholders filed on April 30, 2009 under cover of
Schedule 14A). |
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99.1
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Press Release of Mobile Mini, Inc., dated December 14, 2009. |