As filed with the Securities and Exchange Commission on July 25, 2003 | Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
mobile mini, inc.
Delaware | 86-0748362 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
7420 South Kyrene Road
Suite 101
Tempe, Arizona 85283
(480) 894-6311
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Mobile Mini, Inc. Amended and Restated
1999 Stock Option Plan
(Full title of the plan)
Lawrence Trachtenberg
Executive Vice President
7420 South Kyrene Road
Suite 101
Tempe, Arizona 85283
(480) 894-6311
(Name, address including zip code, and telephone number,
including area code, of agent for service)
with copies to
Joseph P. Richardson, Esq.
Jun Li, Esq.
Bryan Cave LLP
Two North Central Avenue, Suite 2200
Phoenix, Arizona 85004
Telephone: (602) 364-7000
Fax: (602) 364-7070
CALCULATION OF REGISTRATION FEE
Title Of Each Class | Proposed Maximum | Proposed Maximum | ||||||||||||
of Securities | Amount To Be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||
To Be Registered | Registered (1) | Share (2) | Price (2) | Registration Fee | ||||||||||
Common Stock, par value $.01 per share | 1,000,000 shares | $ | 15.11 | $ | 15,110,000 | $ | 1,222.40 |
(1) | Plus such additional indeterminate number of shares as may be issuable pursuant to the adjustment provisions of the Plan. | |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, on the basis of the average if the high and low prices for shares of Common Stock on July 22, 2003. |
Item 8.Exhibits. | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-5.1 | ||||||||
EX-23.1 |
Statement Under General Instruction E Registration of Additional Securities
Mobile Mini, Inc. (the Registrant) previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission on August 17, 2000 (SEC File No. 333-43954) (the Original Filing). The Original Filing was filed in connection with, among other things, the Registrants Amended and Restated 1999 Stock Option Plan, as amended (the Plan). This Registration Statement registers additional shares of the Registrants Common Shares to be issued pursuant to the Plan. The contents of the Original Filing, including periodic reports that the Registrant filed, or that it will file, after the Original Filing to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
Item 8.Exhibits.
Exhibit Number | Description | |
4.1* | Amended and Restated 1999 Stock Option Plan, as amended through July 25, 2003 | |
5.1 | Opinion of Bryan Cave LLP | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of Bryan Cave LLP (included in Exhibit 5.1) | |
24 | Power of Attorney (included on signature pages of this Registration Statement) | |
* Incorporated by reference to Appendix B of the Registrants Definitive Proxy Statement filed with the Commission on April 11, 2003, under cover of Schedule 14A. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on this 25th day of July, 2003.
MOBILE MINI, INC. | ||||
By: | /s/ Steven G. Bunger | |||
Steven G. Bunger, President, Chief Executive Officer and Director |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lawrence Trachtenberg and Steven G. Bunger and any of them (with full power to each of them to act alone), as his or her attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute in the name of each such person and to file such amendments (including post-effective amendments) to this Registration Statement as the Registrant deems appropriate and appoints such persons as attorneys-in-fact to sign on his or her behalf amendments, exhibits, supplements and post-effective amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Steven G. Bunger
Steven G. Bunger |
President, Chief Executive
Officer and Director (principal executive officer) |
July 25, 2003 | ||
/s/ Lawrence Trachtenberg
Lawrence Trachtenberg |
Executive Vice President,
Chief Financial Officer and
Director (principal financial officer) |
July 25, 2003 | ||
/s/ Deborah K. Keeley
Deborah K. Keeley |
Vice President and Controller (principal accounting officer) |
July 25, 2003 | ||
/s/ Carolyn A. Clawson
Carolyn A. Clawson |
Director | July 25, 2003 | ||
/s/ Thomas Graunke
Thomas Graunke |
Director | July 25, 2003 | ||
/s/ Ronald J. Marusiak
Ronald J. Marusiak |
Director | July 25, 2003 | ||
/s/ Stephen A McConnell
Stephen A McConnell |
Director | July 25, 2003 | ||
/s/ Michael L. Watts
Michael L. Watts |
Director | July 25, 2003 | ||
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Exhibit Index
Exhibit Number | Description | |
4.1* | Amended and Restated 1999 Stock Option Plan, as amended through July 25, 2003 | |
5.1 | Opinion of Bryan Cave LLP | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of Bryan Cave LLP (included in Exhibit 5.1) | |
24 | Power of Attorney (included on signature pages of this Registration Statement) |
* Incorporated by reference to Appendix B of the Registrants Definitive Proxy Statement filed with the Commission on April 11, 2003, under cover of Schedule 14A. |
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