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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1998
REGISTRATION STATEMENT NO. 333-45899
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 8
ON
FORM S-3*
TO THE
REGISTRATION STATEMENT
ORIGINALLY FILED ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
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MAC-GRAY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3361982
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
22 WATER STREET
CAMBRIDGE, MASSACHUSETTS 02141
(617) 492-4040
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
STEWART GRAY MACDONALD, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MAC-GRAY CORPORATION
22 WATER STREET
CAMBRIDGE, MASSACHUSETTS 02141
(617) 492-4040
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
STUART M. CABLE, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Post-Effective Amendment becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
This Post-Effective Amendment to the Registration Statement shall become
effective upon order of the Commission pursuant to Section 8(c) of the
Securities Act of 1933, as amended.
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* Filed as a Post-Effective Amendment on Form S-3 to such Form S-4
Registration Statement pursuant to the provisions of Rule 401(e) and the
procedure described therein.
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PROSPECTUS
MAC-GRAY CORPORATION
22 WATER STREET
CAMBRIDGE, MASSACHUSETTS 02141
(617) 492-4040
962,914 SHARES
[MAC-GRAY LOGO APPEARS HERE]
COMMON STOCK
These shares may be offered and sold from time to time by certain stockholders
of the Company identified in this prospectus. See "The Selling Securityholders
and the Offered Shares." The selling stockholders acquired the shares on March
12, 1998 in connection with the acquisition by Mac-Gray Corporation ("Mac-
Gray") of Intirion Corporation.
The selling stockholders will receive all of the net proceeds from the sale of
the shares. These stockholders will pay all underwriting discounts and selling
commissions, if any, applicable to the sale of the shares. The Company will not
receive any proceeds from the sale of the shares.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED HEREBY.
Mac-Gray's common stock is listed on the New York Stock Exchange under the
symbol "TUC." On December 8, 1998, the last reported sales price of the common
stock was $11.0625 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION.
The date of this Prospectus is December 9, 1998
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
FORWARD-LOOKING STATEMENTS................................................ 3
RISK FACTORS.............................................................. 3
Success of Acquisition Strategy Depends on Access to Capital............ 3
Significant Capital Expenditures; Additional Financings................. 3
The Company's Indebtedness Limits Use of Operating Revenues and
Indebtedness........................................................... 4
Dependence Upon Lease Renewals.......................................... 4
Uncertainty of Market Acceptance of New Products and Services........... 4
The Company Faces Local and National Competition........................ 5
Dependence Upon Certain Suppliers....................................... 5
Implementation of Acquisition Strategy; Integration of Acquired
Businesses............................................................. 5
Product Liability; Limited Insurance Coverage........................... 6
Intellectual Property Rights............................................ 6
Principal Stockholders, Directors and Executive Officers Control a
Majority of Common Stock............................................... 6
Anti-takeover Effect of Our Charter and By-laws and Delaware Law........ 6
AVAILABLE INFORMATION..................................................... 8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 9
BUSINESS.................................................................. 10
General................................................................. 10
Recent Developments..................................................... 10
USE OF PROCEEDS........................................................... 10
DESCRIPTION OF CAPITAL STOCK.............................................. 10
Authorized and Outstanding Capital Stock................................ 10
Certain Provisions of Charter and By-laws............................... 11
Statutory Business Combination Provision................................ 13
Transfer Agent and Registrar............................................ 14
THE SELLING SECURITYHOLDERS AND THE OFFERED SHARES........................ 15
Background.............................................................. 15
Registration Rights Agreement........................................... 15
PLAN OF DISTRIBUTION...................................................... 17
LEGAL MATTERS............................................................. 18
EXPERTS................................................................... 18
</TABLE>
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FORWARD-LOOKING STATEMENTS
Certain statements incorporated by reference or made in this Prospectus under
the captions "Risk Factors" and "Business," and elsewhere in this Prospectus or
in documents incorporated by reference are "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Act of 1934. When we use the words "anticipate," "assume,"
"believe," "estimate," "expect," "intend," and other similar expressions in
this Prospectus, they are generally intended to identify forward-looking
statements. You should not rely on forward-looking statements since they
involve known and unknown risks, uncertainties and other factors which are, in
some cases, beyond our control and which could materially affect our actual
results, performance or achievements. Factors that could cause our actual
results, performance or achievements to differ materially from those expressed
or implied by such forward-looking statements include, but are not limited to,
the factors described under "Risk Factors" in this Prospectus. Prospective
purchasers of the Shares offered hereby should carefully review all of these
factors, which may not be an exhaustive list of such factors.
RISK FACTORS
A purchase of the Common Stock involves various risks. Prospective purchasers
should consider the following risk factors:
SUCCESS OF ACQUISITION STRATEGY DEPENDS ON ACCESS TO CAPITAL
The success of our growth strategy is dependent upon our ability to identify,
finance and consummate acquisitions on acceptable financial terms. Our access
to capital is subject to the following risks:
. use of our common stock as acquisition consideration may result in dilution
to our stockholders;
. if our common stock does not maintain a sufficient valuation or if potential
acquisition candidates are unwilling to accept shares of our common stock,
then we will be required to use more cash resources or other consideration
to make acquisitions;
. if we are unable to generate sufficient cash for acquisitions from existing
operations, our ability to make acquisitions could be adversely affected
unless we are able to obtain additional capital through external financings
or to borrow sufficient amounts; and
. funding our acquisition program through debt financing will result in
additional leverage.
SIGNIFICANT CAPITAL EXPENDITURES; ADDITIONAL FINANCINGS
We must continue to make capital expenditures in order to replace our existing
equipment, which requires significant operating financing. In addition, our
plan to use smart-card based technologies with our equipment will also require
significant capital expenditures. While we anticipate that our existing capital
resources, as well as cash from operations, will be adequate to finance
anticipated capital expenditures, we cannot assure you that such resources or
cash flows will be sufficient. To the extent that our available resources are
insufficient to fund capital requirements, we may need to raise additional
funds through public or private financings or curtail our capital expenditures.
Such financings may not be available or available only on unfavorable terms
and, in the case of equity financings, could result in dilution to our
stockholders.
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THE COMPANY'S INDEBTEDNESS LIMITS USE OF OPERATING REVENUES AND INDEBTEDNESS
In the event we significantly increase the outstanding indebtedness under our
credit facility with State Street Bank and Trust Company, Core States Bank and
BankBoston, N.A. (the "Credit Facility"), such increased indebtedness could:
. require us to use a substantial portion of our cash flow from operations to
make payments on our indebtedness, leaving less cash flow available for
other purposes;
. materially limit or impair our ability to obtain financing in the future for
working capital needs, capital expenditures, acquisitions, investments,
general corporate or other purposes; and
. reduce our flexibility to respond to changing business and economic
conditions.
The Credit Facility requires us to comply with various financial and other
operating covenants. Our failure to comply with any of these covenants, which
the lender does not waive, would permit the lender to accelerate our loan. An
acceleration of our loan could have a material adverse effect on our business.
DEPENDENCE UPON LEASE RENEWALS
Our business is highly dependent upon the renewal of our leases with property
owners, colleges and universities and public housing authorities. We have
traditionally relied upon exclusive, long-term leases with our customers, as
well as frequent customer interaction and an historical emphasis on customer
service, to assure continuity of financial and operating results. We cannot
assure you that:
. we will be able to continue to secure long-term exclusive leases with our
customers on favorable terms;
. we will be able to successfully renew our existing leases as they expire; or
. we will not experience a loss of business if property owners or management
companies choose to vacate properties as a result of economic downturns that
impact occupancy levels.
Any failure by us to continue to obtain long-term exclusive leases with a
substantial number of our customers, or to successfully renew our existing
leases as they expire, could have a material adverse effect on our business.
UNCERTAINTY OF MARKET ACCEPTANCE OF NEW PRODUCTS AND SERVICES
We are currently introducing, and intend to introduce in the future, new
products and services using smart card based technologies. While we believe
that cashless transactions will be attractive to our customers and will provide
us with certain benefits, we cannot assure you that there will be widespread
acceptance of these products by property owners, managers, colleges and
universities and residents. Furthermore, there is a risk that technical or
operational problems may arise from the implementation of smart card based
technologies. Accordingly, we cannot assure you that the incremental revenue
and cost efficiencies associated with technological enhancements, such as the
smart card, will justify the significant capital expenditures associated with
such enhancements.
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THE COMPANY FACES LOCAL AND NATIONAL COMPETITION
The card and coin-operated laundry services industry is highly competitive,
both locally and nationally. On the local level, private businesses tend to
have long-standing relationships with property owners and managers in their
specific geographic market. On the national level, there are two large
companies participating in the industry consolidation, each of which has
significantly larger installed machine bases than we do. These larger companies
tend to have significant operational and managerial resources to devote to
expansion and to capture additional market share. These competitive forces may
increase purchase prices for future acquisitions to levels that make the
acquisitions less attractive or uneconomical. Accordingly, we cannot assure you
that we will be able to compete effectively in any specific geographic location
in the business of supplying laundry equipment services to property owners and
managers or in the acquisition of other businesses.
DEPENDENCE UPON CERTAIN SUPPLIERS
We currently purchase more than 90% of the equipment that we use in our laundry
route business from Maytag Corporation. In addition, we derive a significant
amount of our non-laundry route revenue, as well as certain competitive
advantages, from our position as a distributor of Maytag commercial laundry
products. Although the agreements between us and Maytag Corporation may be
terminated by either party upon written notice, Maytag Corporation has never
terminated any of our agreements. We also currently purchase substantially all
of our smart-card based equipment from Schlumberger Technologies, Inc., a
manufacturer of card-based electronic transaction systems. In addition, we
currently procure a substantial amount of the products used by our Intirion
business unit from certain suppliers, including Sanyo E&E Corporation. If our
suppliers terminated or demanded a substantial revision of the contracts or
business relationships we currently have with them, such actions may create
delay in finding a replacement, if a suitable one can be found at all, and an
inability to find terms as favorable as the current terms.
IMPLEMENTATION OF ACQUISITION STRATEGY; INTEGRATION OF ACQUIRED BUSINESSES
Our growth strategy depends, in part, on our ability to acquire and
successfully integrate and operate additional businesses. While we generally
believe that our management team and business structure enable us to operate a
significantly larger and more diverse operation, we may be exposed to the
following risks in connection with finding, completing, and successfully
integrating acquisitions:
. the inability to effectively and efficiently integrate the assets of the
acquired business with our own;
. the inability to maintain and improve the results of operations and increase
the revenue of the acquired business;
. the expenditure of a disproportionate amount of our financial and other
resources integrating acquired businesses, particularly geographically
diverse operations and operations outside our core business; and
. future acquisitions accounted for under the purchase method of accounting
may result in the recording of goodwill, the amortization of which may
reduce our net income.
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PRODUCT LIABILITY; LIMITED INSURANCE COVERAGE
Through Intirion, we market and distribute MicroFridge(R), a combination
microwave and refrigerator. The sale and distribution of MicroFridge(R), as
well as our other products, entails a risk of product liability claims.
Further, although MicroFridge(R) is manufactured by third parties under
contract with Intirion, Intirion may be subject to risks of product liability
claims related to such manufacture. Potential product liability claims may
exceed the amount of our insurance coverage or may be excluded from coverage.
We cannot assure you that we will be able to renew our existing insurance at a
cost and level of coverage comparable to that presently in effect, if at all.
In the event that Intirion is held liable for a claim against which it is not
indemnified or for damages exceeding the limits of our insurance coverage, such
claim could have a material adverse effect on our business.
INTELLECTUAL PROPERTY RIGHTS
We rely upon certain trademark, service mark, copyright, patent and trade
secret laws, employee and third-party non-disclosure and non-solicitation
agreements and other methods to protect our proprietary rights. We periodically
make filings with the Patent and Trademark Office to protect certain of our
proprietary rights, although we have traditionally relied upon the protections
afforded by contract rights and through common law ownership rights. We cannot
assure you that these contract rights and legal claims to ownership will
adequately protect us and our operations from adverse claims. In addition, any
adverse claims or litigation, with or without merit, could be costly and could
divert management's attention from the operation of our business.
PRINCIPAL STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS CONTROL A MAJORITY OF
COMMON STOCK
As of December 8, 1998, our principal stockholders, directors and executive
officers and their affiliates beneficially owned in the aggregate approximately
52% of the outstanding shares of our common stock. This percentage ownership
does not include options to purchase 432,315 shares of our common stock
(options to acquire 74,067 shares of our common stock are currently
exercisable) held by certain of these persons. If these affiliates exercised
any of their options, then the ownership of our common stock would be further
concentrated. Accordingly, if these affiliates act together, they possess the
voting power required to elect all of our directors and to approve all other
matters requiring approval by a majority of our stockholders. Matters requiring
stockholder approval include significant corporate transactions, such as
mergers and sales of all or substantially all of our assets. The concentration
of ownership in our affiliates, together, in some cases, with certain
provisions of our charter and by-laws and certain sections of the corporate law
of Delaware, may have the effect of delaying or preventing a change in control
of Mac-Gray. A discussion of this anti-takeover effect appears below.
ANTI-TAKEOVER EFFECT OF OUR CHARTER AND BY-LAWS AND DELAWARE LAW
Certain provisions of our charter and by-laws, certain sections of the
corporate law of Delaware and certain powers of our Board of Directors (the
"Mac-Gray Board") may discourage takeover attempts not first approved by the
Mac-Gray Board, including takeovers which certain stockholders may deem to be
in their best interests. These provisions and powers of the Mac-Gray Board
could delay or prevent the removal of incumbent directors or the assumption of
control by stockholders, even if
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such removal or assumption of control would be beneficial to stockholders.
These provisions and powers of the Mac-Gray Board also could discourage or make
more difficult a merger, tender offer or proxy contest, even if such events
would be beneficial, in the short term, to the interests of stockholders. Such
anti-takeover provisions and powers of the Mac-Gray Board include, among other
things:
. ability of the Mac-Gray Board to issue shares of preferred stock and to
establish the voting rights, preferences and other terms of such preferred
stock;
. a classified Mac-Gray Board serving staggered three-year terms;
. the elimination of stockholder voting by written consent;
. the absence of cumulative voting for directors;
. the removal of directors only for cause;
. the vesting of exclusive authority in the Mac-Gray Board to determine the
size of the Mac-Gray Board and (subject to certain limited exceptions) to
fill vacancies thereon;
. the vesting of exclusive authority in the Mac-Gray Board (except as
otherwise required by law) to call special meetings of stockholders;
. certain advance notice requirements for stockholder proposals and
nominations for election to the Mac-Gray Board; and
. ownership restrictions, under the corporate law of Delaware, upon certain
acquirors (including their affiliates and associates) of 15% or more of our
common stock.
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AVAILABLE INFORMATION
Mac-Gray Corporation ("Mac-Gray") has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities. This Prospectus, which constitutes part of the Registration
Statement, omits certain of the information contained in the Registration
Statement and the exhibits thereto on file with the Commission pursuant to the
Securities Act and the rules and regulations of the Commission thereunder. The
Registration Statement, including exhibits thereto, may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and copies may be obtained at the prescribed rates from
the Public Reference Section of the Commission at its principal office in
Washington, D.C. In addition, Mac-Gray is required to file electronic versions
of these documents with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system, and such electronic versions
are available to the public at the Commission's World-Wide Web Site,
http://www.sec.gov. Statements contained in this Prospectus as to the contents
of any contract or other document referred to are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.
Mac-Gray is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Commission. Such reports, proxy statements, and other information concerning
Mac-Gray can be inspected and copied at the locations described above. Copies
of such materials can be obtained via EDGAR or by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy
statements and other information concerning Mac-Gray may be inspected at the
offices of the New York Stock Exchange (the "NYSE"), 20 Broad Street, New York,
New York 10005, on which shares of Mac-Gray Common Stock are traded under the
symbol "TUC."
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Mac-Gray with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
except for Item 8 Financial Statements and Schedules, which were restated as a
result of the pooling-of-interests with Intirion Corporation which occurred on
March 12, 1998, (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998, (iii) Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998, (iv) Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998, (v) Current Report on Form 8-K filed March 5, 1998,
(vi) Current Report on Form 8-K filed March 17, 1998, (vii) Current Report on
Form 8-K filed March 24, 1998, (viii) Current Report on Form 8-K filed April 3,
1998, (ix) Current Report on Form 8-K filed May 8, 1998, as amended by Form 8-
K/A filed May 11, 1998 and Form 8-K/A filed July 7, 1998, (x) Current Report on
Form 8-K filed June 15, 1998, (xi) Current Report on Form 8-K filed August 28,
1998, (xii) Current Report on Form 8-K filed November 13, 1998, (xiii) Current
Report on Form 8-K filed November 17, 1998 which contains restated financial
statements and (xiv) the description of the Common Stock of Mac-Gray contained
in Mac-Gray's registration statement on Form 8-A dated October 14, 1997.
All documents filed by Mac-Gray pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of all of the shares offered hereby (the "Shares")
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Mac-Gray will provide,
without charge, to each person, including any beneficial owner, to whom a copy
of this Prospectus is delivered, at the request of such person, a copy of any
or all of the documents incorporated herein by reference (other than exhibits
thereto, unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to: Mac-Gray
Corporation, 22 Water Street, Cambridge, Massachusetts, Attention: Chief
Financial Officer (Tel. # (617) 492-4040). In addition, the public may read and
copy any materials filed by the Company with the Commission at the Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330.
Any statement contained herein or in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in an applicable Prospectus Supplement) or in any subsequently filed
document that is incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus or any Prospectus Supplement, except as so
modified or superseded.
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BUSINESS
GENERAL
Mac-Gray derives its revenue principally through the operation and maintenance
of card and coin-operated laundry rooms in multiple housing facilities, such as
apartment buildings, colleges and universities, condominiums and public housing
complexes. Mac-Gray operates its laundry rooms under long-term leases with
property owners, colleges and universities and governmental agencies. The
leases typically grant Mac-Gray the exclusive right to operate laundry rooms on
the lessor's premises for a fixed term, which is generally seven to ten years,
in exchange for a percentage of the revenue collected. Mac-Gray's laundry route
business consists of more than 155,000 laundry machines, operated in over
25,000 multiple housing laundry rooms located in 27 states.
Mac-Gray also derives revenue as a distributor and servicer of commercial
laundry equipment manufactured by Maytag Corporation ("Maytag"), and sells
laundry equipment manufactured by American Dryer, The Dexter Company, and
Whirlpool Corporation to provide several alternatives in machine type, cost and
capacity. Additionally, Mac-Gray sells or rents laundry equipment to
restaurants, hotels, health clubs and similar institutional users that operate
their own on-premises laundry facilities.
RECENT DEVELOPMENTS
The Mac-Gray Board has approved a Stock Repurchase Plan under which Mac-Gray is
authorized to acquire up to one million (1,000,000) shares of common stock, par
value $.01 per share, of Mac-Gray (the "Mac-Gray Common Stock") in the open
market during the next twelve months. Under the Stock Repurchase Plan, shares
may be repurchased from time to time and in such amounts as market conditions
warrant, subject to regulatory considerations. The total number of shares
subject to repurchase under the Stock Repurchase Plan is subject to approval by
Mac-Gray's senior lenders.
USE OF PROCEEDS
Mac-Gray will not receive any of the proceeds of the sale, if any, of the
Shares.
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The authorized capital stock of Mac-Gray consists of 30,000,000 shares of Mac-
Gray Common Stock and 5,000,000 shares of undesignated preferred stock issuable
in series by the Mac-Gray Board ("Preferred Stock"). As of December 8, 1998,
there were 13,443,754 shares of Mac-Gray Common Stock (including 612,026 shares
of Mac-Gray Common Stock subject to a put right) outstanding that were held of
record by 96 stockholders. The following summary description of the capital
stock of Mac-Gray does not purport to be complete and is qualified in its
entirety by reference to the Amended and Restated Certificate of Incorporation
of Mac-Gray (the "Mac-Gray Charter") and the By-laws of Mac-Gray (the "Mac-Gray
By-laws"). The Mac-Gray Charter and the Mac-Gray By-laws have been adopted by
the stockholders of Mac-Gray and the Mac-Gray Board.
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Mac-Gray Common Stock. The holders of Mac-Gray Common Stock are entitled to one
vote per share on all matters to be voted on by stockholders and are entitled
to receive such dividends, if any, as may be declared from time to time by the
Mac-Gray Board from funds legally available therefor. The possible issuance of
Preferred Stock with a preference over Mac-Gray Common Stock as to dividends
could impact the dividend rights of holders of Mac-Gray Common Stock. Holders
of Mac-Gray Common Stock are not entitled to cumulative voting rights.
Therefore, the holders of a majority of the shares voted in the election of
directors can elect all of the directors then standing for election, subject to
the rights of the holders of any then outstanding Preferred Stock, if and when
issued. The holders of Mac-Gray Common Stock have no preemptive or other
subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to the Mac-Gray Common Stock. Upon the
voluntary or involuntary liquidation, dissolution or winding up of Mac-Gray,
the net assets of Mac-Gray shall be distributed pro rata to the holders of the
Mac-Gray Common Stock in accordance with their respective rights and interests,
subject to the rights and interests of the holders of Preferred Stock, if and
when issued. All outstanding shares of Mac-Gray Common Stock are fully paid and
non-assessable.
The Mac-Gray Charter and the Mac-Gray By-laws provide, subject to the rights of
the holders of any Preferred Stock then outstanding, that the number of
directors shall be fixed by the Mac-Gray Board. The directors, other than those
who may be elected by the holders of any Preferred Stock, are divided into
three classes, as nearly equal in number as possible, with each class serving
for a three-year term. Subject to any rights of the holders of Preferred Stock
to elect directors and to remove any director whom the holders of any such
stock had the right to elect, any director of Mac-Gray may be removed from
office only with cause and by the affirmative vote of at least two-thirds of
the total votes which would be eligible to be cast by stockholders in the
election of such director.
Undesignated Preferred Stock. The Mac-Gray Board is authorized, without further
action of the stockholders of Mac-Gray, to issue up to 5,000,000 shares of
Preferred Stock in classes or series and to fix the designations, powers,
preferences and the relative, participating, optional or other special rights
of the shares of each series and any qualifications, limitations and
restrictions thereon as set forth in the Mac-Gray Charter. Any such Preferred
Stock issued by Mac-Gray may rank prior to the Mac-Gray Common Stock as to
dividend rights, liquidation preference or both, may have full or limited
voting rights and may be convertible into shares of Mac-Gray Common Stock.
The purpose of authorizing the Mac-Gray Board to issue Preferred Stock is, in
part, to eliminate delays associated with a stockholder vote on specific
issuances. The issuance of Preferred Stock could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from acquiring or seeking to acquire, a significant portion of the outstanding
Mac-Gray Common Stock.
CERTAIN PROVISIONS OF CHARTER AND BY-LAWS
General. A number of provisions of the Mac-Gray Charter and the Mac-Gray By-
laws concern matters of corporate governance and the rights of stockholders.
Certain of these provisions, as well as the ability of the Mac-Gray Board to
issue shares of Preferred Stock and to set the voting rights, preferences and
other terms thereof, may be deemed to have an anti-takeover effect and may
discourage takeover attempts not first approved by the Mac-Gray Board,
including takeovers which
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certain stockholders may deem to be in their best interests. To the extent
takeover attempts are discouraged, temporary fluctuations in the market price
of Mac-Gray Common Stock, which may result from actual or rumored takeover
attempts, may be inhibited. These provisions, together with the classified Mac-
Gray Board and the ability of the Mac-Gray Board to issue Preferred Stock
without further stockholder action, also could delay or frustrate the removal
of incumbent directors or the assumption of control by stockholders, even if
such removal or assumption would be beneficial to stockholders of Mac-Gray.
These provisions also could discourage or make more difficult a merger, tender
offer or proxy contest, even if a transaction or contest could be favorable to
the interests of stockholders, and could potentially depress the market price
of the Mac-Gray Common Stock. The Mac-Gray Board believes that these provisions
are appropriate to protect the interests of Mac-Gray and all of its
stockholders. The Mac-Gray Board has no present plans to adopt any other
measures or devices which may be deemed to have an "anti-takeover effect."
Meetings of Stockholders. The Mac-Gray By-laws provide that a special meeting
of stockholders may be called only by the Mac-Gray Board unless otherwise
required by law. The Mac-Gray By-laws provide that only those matters set forth
in the notice of the special meeting may be considered or acted upon at that
special meeting, unless otherwise provided by law. In addition, the Mac-Gray
By-laws set forth certain other requirements, such as advance notice and
informational requirements and time limitations on any director nomination or
any new business which a stockholder wishes to propose for consideration at an
annual meeting of stockholders.
No Stockholder Action by Written Consent. The Mac-Gray Charter provides that,
for so long as Mac-Gray has a class of stock registered pursuant to the
provisions of the Exchange Act, any action required or permitted to be taken by
the stockholders of Mac-Gray at an annual or special meeting of stockholders
must be effected at a duly called meeting and may not be taken or effected by a
written consent of stockholders in lieu thereof.
Indemnification and Limitation of Liability. The Mac-Gray By-laws provide that
directors and officers of Mac-Gray shall be, and in the discretion of the Mac-
Gray Board non-officer employees may be, indemnified by Mac-Gray to the fullest
extent authorized by Delaware law, as it now exists or may in the future be
amended, against all expenses and liabilities reasonably incurred in connection
with service for or on behalf of Mac-Gray, and further permits the advancing of
expenses incurred in defense of claims. The Mac-Gray By-laws also provide that
the right of directors and officers to indemnification shall be a contractual
right and shall not be exclusive of any other right now possessed or hereafter
acquired under any by-law, agreement, vote of stockholders or otherwise. The
Mac-Gray Charter contains a provision permitted by Delaware law that generally
eliminates the personal liability of directors for monetary damages for
breaches of their fiduciary duty, including breaches involving negligence or
gross negligence in business combinations, unless the director has breached his
or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or a knowing violation of law, paid a dividend or approved a stock
repurchase in violation of the Delaware General Corporate Law (the "DGCL") or
obtained an improper personal benefit. This provision does not alter a
director's liability under the federal securities laws. In addition, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty.
12
<PAGE>
Amendment of the Mac-Gray Charter. The Mac-Gray Charter provides that an
amendment thereof must first be approved by a majority of the Mac-Gray Board
and (with certain exceptions) thereafter approved by the holders of a majority
of the outstanding shares entitled to vote on such amendment, and the
affirmative vote of a majority of the outstanding shares of each class entitled
to vote thereon as a class; provided, however, that the affirmative vote of not
less than 80% of the outstanding shares entitled to vote on such amendment, and
the affirmative vote of not less than 80% of the outstanding shares of each
class entitled to vote thereon as a class, is required to amend provisions of
the Mac-Gray Charter relating to the prohibition of stockholder action by
written consent, the establishment, composition and powers of the Mac-Gray
Board, the limitation of director liability and amendments to the Mac-Gray
Charter.
Amendment of the Mac-Gray By-laws. The Mac-Gray Charter provides that the Mac-
Gray By-laws may be amended or repealed by the Mac-Gray Board or by the
stockholders. Such action by the Mac-Gray Board requires the affirmative vote
of a majority of the directors then in office. Such action by the stockholders
requires the affirmative vote of the holders of at least three-fourths of the
total votes present and eligible to be cast by holders of voting stock voting
as a single class with respect to such amendment or repeal at an annual meeting
of stockholders or a special meeting called for such purpose, unless the Mac-
Gray Board recommends that the stockholders approve such amendment or repeal at
such meeting, in which case such amendment or repeal shall only require the
affirmative vote of a majority of the total votes present and eligible to be
cast by holders of voting stock voting as a single class with respect to such
amendment or repeal.
Ability to Adopt Stockholder Rights Plan. The Mac-Gray Board may in the future
resolve to issue shares of Preferred Stock or rights to acquire such shares, to
implement a stockholder rights plan which creates voting or other impediments
or under which shares are distributed to a third-party investor, a group of
investors or stockholders or issued to an employee stock ownership plan to
discourage persons seeking to gain control of Mac-Gray by means of a merger,
tender offer, proxy contest or otherwise, if such change in control is not in
the best interests of Mac-Gray and its stockholders. The Mac-Gray Board has no
present intention of adopting a stockholder rights plan and is not aware of any
attempt to obtain control of Mac-Gray.
STATUTORY BUSINESS COMBINATION PROVISION
Mac-Gray is subject to the provisions of Section 203 of the DGCL. Section 203
provides, with certain exceptions, that a Delaware corporation may not engage
in any of a broad range of business combinations with a person, or an affiliate
or associate of such person, who is an "interested stockholder" for a period of
three years from the date that such person became an interested stockholder
unless: (i) the transaction resulting in a person becoming an interested
stockholder, or the business combination, is approved by the board of directors
of the corporation before the person becomes an interested stockholder; (ii)
the interested stockholder acquired 85% or more of the outstanding voting stock
of the corporation in the same transaction that makes it an interested
stockholder (excluding shares owned by persons who are both officers and
directors of the corporation, and shares held by certain employee stock
ownership plans); or (iii) on or after the date the person becomes an
interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least two-thirds of
the corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested
13
<PAGE>
stockholder. Under Section 203, an "interested stockholder" is defined (with
certain limited exceptions) as any person that is (x) the owner of 15% or more
of the outstanding voting stock of the corporation or (y) an affiliate or
associate of the corporation and was the owner of 15% or more of the
outstanding voting stock of the corporation at any time within the three-year
period immediately prior to the date on which it is sought to be determined
whether such person is an interested stockholder.
A corporation may, at its option, exclude itself from the coverage of Section
203 by amending its certificate of incorporation or by-laws by action of its
stockholders to exempt itself from coverage; provided, however, that such by-
law or charter amendment shall not become effective until 12 months after the
date the stockholders adopt such exclusion. Neither the Mac-Gray Charter nor
the Mac-Gray By-laws contains any such exclusion.
TRANSFER AGENT AND REGISTRAR
State Street Bank and Trust Company is the transfer agent and registrar for
Mac-Gray Common Stock.
14
<PAGE>
THE SELLING SECURITYHOLDERS AND THE OFFERED SHARES
BACKGROUND
The Shares were acquired by the former shareholders (the "Selling
Securityholders") of Intirion Corporation ("Intirion") pursuant to a merger
agreement dated December 22, 1997 (the "Merger Agreement"). The resale of the
Shares by the Selling Securityholders is restricted by Rule 145 promulgated
under the Securities Act, and such Shares cannot be transferred unless (i)
their resale is registered under the Securities Act or (ii) they are
transferred in accordance with Rule 145 or another exemption from registration
under the Securities Act.
REGISTRATION RIGHTS AGREEMENT
In connection with the Merger, Mac-Gray and the Selling Securityholders entered
into that certain registration rights agreement dated as of March 12, 1998 (the
"Registration Rights Agreement"). The material provisions of the Registration
Rights Agreement are set forth below. A copy of the Registration Rights
Agreement has been filed as an exhibit to the Registration Statement and can be
obtained in the manner described under "Available Information."
Resale Registration. To facilitate the resale by the Selling Securityholders of
the Shares, Mac-Gray agreed to use its best efforts to file and cause to become
effective under the Securities Act no later than April 12, 1998 a resale
registration statement covering all of the Shares. The Registration Statement,
of which this Prospectus is a part, satisfies that obligation. May-Gray has
agreed to use commercially reasonable efforts to keep the Registration
Statement continuously effective for a period ending with the earlier of (a)
the sale of all the Shares and (b) March 12, 1999.
Piggyback Registration. If at any time or times prior to March 12, 2000, Mac-
Gray shall determine to register under the Securities Act any shares of Mac-
Gray Common Stock (except in certain specified situations), the Selling
Securityholders shall have the right to request the inclusion in such
registration of some or all of the Shares held by them. In the event of such a
request, Mac-Gray shall use commercially reasonable efforts to cause such
Shares to be included in such registration on the same terms and conditions as
any similar securities of Mac-Gray or any other securityholder included therein
and to permit the sale or other disposition of such Shares in accordance with
the intended method of distribution thereof.
Certain Other Provisions. All expenses incident to Mac-Gray's performance of
its registration obligations under the Registration Rights Agreement, including
the reasonable fees and expenses of one counsel reasonably satisfactory to Mac-
Gray retained in connection with each registration by the Selling
Securityholders of the Shares being registered, will be paid by Mac-Gray. The
Selling Securityholders will be responsible for underwriting commissions or
discounts, transfer taxes, if any, attributable to the sale of the Shares, any
fees or expenses of any counsel, accountants or other persons retained or
employed by the Selling Securityholders (other than the fees and expenses of
one legal counsel as provided above) and out-of-pocket expenses of the Selling
Securityholders and their agents, including, without limitation, any travel
costs.
The Registration Rights Agreement contains customary indemnification provisions
whereby Mac-Gray is obligated to indemnify and hold harmless the Selling
Securityholders and certain related parties, and the Selling Securityholders
are obligated under certain circumstances to indemnify and
15
<PAGE>
hold harmless Mac-Gray and certain related parties, in each case in connection
with liabilities relating to the registration of the Shares.
<TABLE>
<CAPTION>
MAC-GRAY MAC-GRAY MAC-GRAY
COMMON COMMON COMMON
STOCK STOCK STOCK
OWNED REGISTERED OWNED
NAME OF PRIOR TO FOR AFTER
SECURITYHOLDER RESALE RESALE RESALE(1)
- -------------- -------- ---------- ---------
<S> <C> <C> <C>
Robert P. Bennett(2).............................. 254,190 254,190 --
Gelco Corporation................................. 346,153 346,153 --
Eastech II L.P.................................... 145,028 145,028 --
Eastech III L.P................................... 217,543 217,543 --
</TABLE>
- --------
(1) Assumes that the Selling Securityholders sell all the Shares and do not
acquire additional shares of Mac-Gray Common Stock.
(2) Robert P. Bennett served Mac-Gray as Vice President of Sales and Marketing
from March 1998 through August 1998.
16
<PAGE>
PLAN OF DISTRIBUTION
The Selling Securityholders may sell the Shares (i) directly to purchasers as
principals or through one or more underwriters, brokers, dealers or agents from
time to time in one or more transactions (which may involve crosses or block
transactions), (ii) on any exchange or in the over-the-counter market, (iii) in
transactions otherwise than in the over-the-counter market or on an exchange or
(iv) through the writing of options (whether such options are listed on an
options exchange or otherwise) on, or settlement of short sales of, the Shares.
Any such transactions may be effected at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at varying prices
determined at the time of sale or at negotiated or fixed prices, in each case
as determined by the Selling Securityholders or by agreement between the
Selling Securityholders and underwriters, brokers, dealers, agents or
purchasers. If the Selling Securityholders effect such transactions by selling
the Shares to or through underwriters, brokers, dealers or agents, such
underwriters, brokers, dealers or agents may receive compensation in the form
of discounts, concessions or commissions from the Selling Securityholders or
commissions from purchasers of the Shares for whom they may act as agent (which
discounts, concessions or commissions as to particular underwriters, brokers,
dealers or agents may be in excess of those customary in the types of
transactions involved). The Selling Securityholders and any brokers, dealers or
agents that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Shares by them and any discounts, concessions or commissions
received by any such underwriters, brokers, dealers or agents may be deemed to
be underwriting discounts and commissions under the Securities Act.
In the event of a "distribution" of the Shares, the Selling Securityholders,
any selling broker-dealer or agent and any "affiliated purchasers" may be
subject to Regulation M under the Exchange Act, which would prohibit, with
certain exceptions, each such person from bidding for, purchasing or attempting
to induce any person to bid for or purchase any security which is the subject
of such distribution until his participation in that distribution is completed.
In addition, Regulation M under the Exchange Act prohibits certain "stabilizing
bids" or "stabilizing purchases" for the purpose of pegging, fixing or
maintaining the price of Mac-Gray Common Stock in connection with any offer of
the Shares by the Selling Securityholders.
To the extent not described herein and as otherwise required by law, the
specific amount of the Shares being offered or sold, the names of the Selling
Securityholders, the respective purchase prices and public offering prices, the
names of any agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer or sale will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the Registration Statement of which this Prospectus is a part.
Mac-Gray will not receive any of the proceeds of the sale of the Shares by any
Selling Securityholder.
Under the securities laws of certain states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
certain states the Shares may not be sold unless the Shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
17
<PAGE>
LEGAL MATTERS
The validity of the shares of Mac-Gray Common Stock offered hereby will be
passed upon by Goodwin, Procter & Hoar LLP.
EXPERTS
The consolidated financial statements of Mac-Gray Corporation as of December
31, 1997 and 1996 and for each of the three years ended December 31, 1997, 1996
and 1995 and the combined financial statements of Sun Services of America, Inc.
and R. Bodden Coin-Op-Laundry, Inc. as of and for the year ended December 31,
1996 incorporated in this Prospectus by reference to the Current Report on Form
8-K dated November 17, 1998, have been so incorporated in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting. The financial
statements of Amerivend Corporation as of December 31, 1997 incorporated in
this Prospectus by reference to Mac-Gray's Current Report on Form 8-K/A dated
July 7, 1998, have been so incorporated in reliance on the reports of Morrison,
Brown, Argiz & Company, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the sale
and distribution of the Shares, other than the underwriting discounts and
commissions. All amounts shown are estimates except for the Commission's
registration fee and the NYSE listing fee:
<TABLE>
<CAPTION>
NATURE OF EXPENSE AMOUNT*
----------------- -------
<S> <C>
Commission registration fees...................................................... +
NYSE listing fee.................................................................. +
Legal fees and expenses........................................................... +
Accounting fees and expenses...................................................... +
Printing expenses................................................................. +
Miscellaneous..................................................................... +
---
Total........................................................................... +
===
</TABLE>
- --------
* None of the expenses listed in this Item 14 are to be borne by the Selling
Securityholders.
+ Previously filed.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the DGCL, Article VII of the Mac-Gray Charter
provides that no director of Mac-Gray shall be personally liable to Mac-Gray or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to Mac-Gray or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) in respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Mac-Gray Charter provides that if
the DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of Mac-Gray shall be
eliminated or limited to the fullest extent permitted by the DGCL, as so
amended.
Article V of the Mac-Gray By-laws provides for indemnification by Mac-Gray of
its directors and officers and certain non-officer employees under certain
circumstances against expenses (including attorneys fees, judgments, penalties,
fines and amounts paid in settlement) reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed legal
proceeding in which any such person is involved by reason of the fact that such
person is or was an officer or employee of Mac-Gray unless it is determined
that such person did not act in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of Mac-Gray, and, with
respect to criminal actions or proceedings, such person had no reasonable cause
to believe his or her conduct was unlawful.
Mac-Gray has entered into indemnification agreements with each of its directors
reflecting the foregoing provisions of the Mac-Gray By-laws and requiring the
advancement of expenses in proceedings involving directors in most
circumstances and also intends to purchase directors' and officers' insurance
to provide additional protections to the directors and officers of Mac-Gray in
certain circumstances.
II-1
<PAGE>
ITEM 16. EXHIBITS.
Certain exhibits indicated below are incorporated by reference to documents of
Mac-Gray on file with the Commission: (i) each exhibit marked by a cross (+)
was previously filed as an exhibit to Mac-Gray's Registration Statement on Form
S-1 (No. 333-33669) and the number in parentheses following the description of
the exhibit refers to the exhibit number in the Form S-1; (ii) each exhibit
marked by an asterisk (*) was previously filed as an exhibit to Mac-Gray's
Registration Statement, as amended (No. 333-45899); (iii) each exhibit marked
by an (X) was previously filed as an exhibit to Mac-Gray's Registration
Statement on Form S-1, as amended (No. 333-49795); and (iv) each exhibit marked
by a (Z) was previously filed as an exhibit to Mac-Gray's Current Report on
Form 8-K dated April 23, 1998.
(a) Exhibits. The following is a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.
2.1 Agreement and Plan of Merger, dated as of December 22, 1997, by and among
Mac-Gray Corporation, MI Acquisition Corp., Intirion Corporation and
Robert P. Bennett. Pursuant to Item 601(b)(2) of Regulation S-K, the
Schedules referred to in the Merger Agreement are omitted. The Registrant
hereby undertakes to furnish supplementally a copy of any omitted Schedule
to the Commission upon request. The Exhibits to the Merger Agreement were
included in Appendix A to the Prospectus/Proxy Statement, which is a part
of the Registrant's previously filed Registration Statement on Form S-4,
as amended (No. 333-45899).*
2.2 Stock Purchase Agreement by and among Mac-Gray Services, Inc., Copico,
Inc. and Certain Stockholders, dated as of March 31, 1998. X
2.3 Stock and Asset Purchase Agreement, dated as of March 4, 1998, by and
among Mac-Gray Services, Inc., Amerivend Corporation, Amerivend Southeast
Corporation and certain stockholders. Z
4.1 Specimen certificate for shares of Common Stock, $.01 par value, of the
Registrant (4.1).+
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being offered.*
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).*
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Morrison, Brown, Argiz & Company.
24.1 Powers of Attorney (contained in the Signature Page to the Registrant's
previously filed Registration Statement on Form S-4 (No. 333-45899)).*
(b) Financial Statement Schedules
No Financial Statement Schedules are filed herewith.
ITEM 17. UNDERTAKINGS.
(a) Mac-Gray 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 of 1933;
(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
II-2
<PAGE>
dollar value of securities offered would not exceed that which was
registered) may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 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 the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the undersigned
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(b) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the
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
Mac-Gray, Mac-Gray has been advised that in the opinion of the Securities and
Exchange Commission 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 Mac-Gray 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, Mac-Gray 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 of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, MAC-GRAY
CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-
EFFECTIVE AMENDMENT NO. 8 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CAMBRIDGE,
THE COMMONWEALTH OF MASSACHUSETTS, ON DECEMBER 9, 1998.
Mac-Gray Corporation
/s/ Stewart Gray MacDonald, Jr.
By: _________________________________
STEWART GRAY MACDONALD, JR.
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-EFFECTIVE
NO. 8 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Stewart Gray MacDonald, Jr. Chairman and Chief December 9, 1998
______________________________________ Executive Officer and
STEWART GRAY MACDONALD, JR. Director (Principal
Executive Officer)
* Executive Vice President, December 9, 1998
______________________________________ Mergers and Acquisitions,
PATRICK A. FLANAGAN Secretary and Director
/s/ Michael J. Shea Executive Vice President December 9, 1998
______________________________________ and Chief Financial
MICHAEL J. SHEA Officer (Principal
Financial and Accounting
Officer)
* Director December 9, 1998
______________________________________
JEFFREY C. HUENINK
* Director December 9, 1998
______________________________________
JERRY A. SCHILLER
* Director December 9, 1998
______________________________________
JOHN P. LEYDON
* Director December 9, 1998
______________________________________
EUGENE B. DOGGETT
/s/ Stewart Gray MacDonald, Jr.
*By: _________________________________
STEWART GRAY MACDONALD, JR.
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of December 22, 1997, by and
among Mac-Gray Corporation, MI Acquisition Corp., Intirion Corporation
and Robert P. Bennett. Pursuant to Item 601(b)(2) of Regulation S-K,
the Schedules referred to in the Merger Agreement are omitted. The
Registrant hereby undertakes to furnish supplementally a copy of any
omitted Schedule to the Commission upon request. The Exhibits to the
Merger Agreement were included in Appendix A to the Prospectus/Proxy
Statement, which is a part of the Registrant's previously filed
Registration Statement on Form S-4, as amended (No. 333-45899).*
2.2 Stock Purchase Agreement by and among Mac-Gray Services, Inc., Copico,
Inc. and Certain Stockholders, dated as of March 31, 1998.X
2.3 Stock and Asset Purchase Agreement, dated as of March 4, 1998, by and
among Mac-Gray Services, Inc., Amerivend Corporation, Amerivend
Southeast Corporation and certain stockholders.Z
4.1 Specimen certificate for shares of Common Stock, $.01 par value, of
the Registrant (4.1).+
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being offered.*
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).*
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Morrison, Brown, Argiz & Company.
24.1 Powers of Attorney (contained in the Signature Page to the
Registrant's previously filed Registration Statement on Form S-4 (No.
333-45899)).*
</TABLE>
- --------
+ Previously filed as an exhibit to Mac-Gray's Registration Statement on Form
S-1 (No. 333-33669) and incorporated by reference herein. The number in
parentheses following the description of the exhibit refers to the exhibit
number in the Form S-1.
* Previously filed as an exhibit to Mac-Gray's Registration Statement, as
amended (No. 333-45899) and incorporated by reference herein.
X Previously filed as an exhibit to Mac-Gray's Registration Statement on Form
S-1, as amended (No. 333-49795).
Z Previously filed as an exhibit to Mac-Gray's Current Report on Form 8-K
dated April 23, 1998.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (No. 333-45899) of
Mac-Gray Corporation of our report dated January 30, 1998, except as to the
pooling of interests with Intirion Corporation which is as of March 12, 1998,
relating to the consolidated financial statements of Mac-Gray Corporation and
our report dated May 2, 1997 relating to the combined financial statements of
Sun Services of America, Inc. and R. Bodden Coin-Op-Laundry, Inc., which appear
in Form 8-K of Mac-Gray Corporation dated November 17, 1998. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 9, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of Mac-Gray Corporation on
Form S-3 (File No. 333-45899), of our report dated February 17, 1998, relating
to the financial statements of Amerivend Corporation as of December 31, 1997.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Morrison, Brown, Argiz & Company
Miami, Florida
December 9, 1998
