Delaware | 86-0748362 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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7420 South Kyrene Road Suite 101 |
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Tempe, Arizona (Address of Principal Executive Offices) |
85283 (Zip Code) |
Title of Each Class | Amount | Proposed Maximum | Proposed Maximum | |||||||||||
of Securities | to be | Offering Price | Aggregate Offering | Amount of | ||||||||||
to be Registered | Registered(1) | Per Share(2) | Price (2) | Registration Fee | ||||||||||
Common Stock, $.01 par
value per share |
1,200,000 | $28.06 | $33,672,000 | $3,602.90 | ||||||||||
(1) | Includes an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance as the result of any future stock split, stock dividend or similar transaction. | |
(2) | Calculated pursuant to Rule 457(h) under the Securities Act of 1933. The proposed maximum offering price per share represents the average of the high ($28.79) and low ($27.33) prices of the Common Stock as of August 11, 2006 as quoted by the Nasdaq Global Select Market. |
(a) | Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as amended on March 21, 2006 and March 22, 2006; | ||
(b) | Registrants Quarterly Report on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006; | ||
(c) | The Registrants Current Report on Form 8-K filed on March 24, 2006 and June 30, 2006 and portions of our Current Reports on Form 8-K filed on February 23, 2006 and March 15, 2006; | ||
(d) | The description of the Registrants common stock set forth in our prospectus dated May 6, 1999, which comprised part of our registration statement on Form S-2 (File No. 333-76093); | ||
(e) | Registrants Registration Statement on Form 8-A, filed on December 12, 1999, which contains a description of our Series C Junior Participating Preferred Stock issuable in connection with our stockholder rights plan |
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(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed |
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that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; | |||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
(4) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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Mobile Mini, Inc. |
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By: | /s/ Steven G. Bunger | |||
Steven G. Bunger | ||||
President, Chief Executive Officer and Director |
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SIGNATURE | CAPACITY | DATE | ||
/s/ Steven G. Bunger
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President, Chief Executive Officer and Director (Principal Executive Officer) | August 14, 2006 | ||
/s/ Lawrence Trachtenberg
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Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | August 14, 2006 | ||
/s/ Deborah K. Keeley
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Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | August 14, 2006 | ||
/s/ Jeffrey S. Goble
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Director | August 14, 2006 | ||
Jeffrey S. Goble |
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/s/ Ronald J. Marusiak
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Director | August 14, 2006 | ||
Ronald J. Marusiak |
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/s/ Michael L. Watts
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Director | August 14, 2006 | ||
Michael L. Watts |
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Exhibit | ||
Number | Description | |
4.1
|
Amended and Restated Certificate of Incorporation of Mobile Mini, Inc. (Incorporated by reference to the Registrants Report on Form 10-K for the fiscal year ended December 31, 1997) | |
4.2
|
Certificate of Amendment, dated July 20, 2000, to the Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to the Registrants Report on Form 10-Q for the quarter ended June 30, 2000) | |
4.3
|
Certificate of Designation, Preferences and Rights of Series C Junior Participating Preferred Stock of Mobile Mini, Inc., dated December 17, 1999 (Incorporated by reference to the Registrants Report on Form 8-K dated December 13, 1999) | |
4.4
|
Amended and Restated By-laws of Mobile Mini, Inc., adopted February 14, 2000. (Incorporated by reference to the Registrants Report on Form 10-K for the fiscal year ended December 31, 1999) | |
5.1
|
Opinion of Bryan Cave LLP | |
10.1
|
Mobile Mini, Inc. 2006 Equity Incentive Plan (Incorporated by reference to Appendix A to the Registrants Schedule 14A filed with the Commission on May 9, 2006) | |
23.1
|
Consent of Bryan Cave LLP (Included in Exhibit 5.1) | |
23.2
|
Consent of Ernst & Young LLP | |
24.1
|
Power of Attorney (Contained on Signature Page) |
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