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As filed with the Securities and Exchange Commission on January 12, 1998
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
MAC-GRAY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3361982
(State of incorporation) (I.R.S. Employer Identification Number)
22 WATER STREET
CAMBRIDGE, MASSACHUSETTS 02141
(617) 492-4040
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
MAC-GRAY CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
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)
____________________________
With a copy to:
Stuart M. Cable, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
CALCULATION OF REGISTRATION FEE
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Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered Price Per Share Aggregate Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share 1,157,982 shares (1) $16.25(2) $18,817,208 $5,552
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</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Mac-Gray Corporation 1997 Stock Option and Incentive Plan in the event of a
stock dividend, stock split, split-up, recapitalization or other similar
event.
(2) This estimate is based on the average of the high and low sales prices of
the Common Stock of Mac-Gray Corporation on The New York Stock Exchange on
January 6, 1998 pursuant to Rules 457(c) and (h) under the Securities Act
of 1933, as amended, solely for purposes of determining the registration
fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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Mac-Gray Corporation (the "Registrant") hereby incorporates by reference the
documents listed in (a) through (c) below, which have previously been filed with
the Securities and Exchange Commission.
(a) The Registrant's Form S-1 Registration Statement, as amended, filed with
the Securities and Exchange Commission (File No. 333-3369), (the
"Registration Statement") pursuant to the Securities Act of 1933, as
amended;
(b) All other reports filed by the Registrant on or after August 14, 1997
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and
(c) The description of the Common Stock of the Registrant which forms part
of the Registration Statement on Form 8-A, dated October 14, 1997, as
filed with the Securities and Exchange Commission on October 14, 1997,
pursuant to Section 12(b) promulgated under the Exchange Act.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's By-laws provide that directors and officers of the
Registrant shall be, and in the discretion of the Board of Directors non-officer
employees may be, indemnified by the Registrant 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 the Registrant, and further permits the advancing of expenses
incurred in defense of claims. The 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 Registrant's Certificate of Incorporation 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 breaches 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 Corporation
Law 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.
The Registrant also provides directors' and officers' liability insurance
coverage.
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Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP, Independent Accountants.
24.1 Powers of Attorney
Item 9. Undertakings.
------------
(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 the 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 the
registration statement; and
(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) above shall
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not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
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, 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 undersigned 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 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
2
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(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.
3
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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 Cambridge, Commonwealth of Massachusetts, on January
9, 1998.
Mac-Gray Corporation
By:/s/ Stewart Gray MacDonald, Jr.
-------------------------------------
Stewart Gray MacDonald, Jr.
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors
and employees of Mac-Gray Corporation hereby severally constitute Stewart G.
MacDonald, Jr. and John S. Olbrych, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration statement filed
herewith and any and all amendments to said registration statement, and
generally to do all such things in our names and in our capacities as officers
and or directors and or employees to enable Mac-Gray Corporation to comply with
the provisions of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
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<S> <C> <C>
/s/ Stewart Gray MacDonald, Jr.
- ------------------------------- Chairman, Chief Executive Officer and January 9, 1998
Stewart Gray MacDonald, Jr. Director (Principal Executive Officer)
/s/ John S. Olbrych
- ------------------------------- Chief Financial Officer and Treasurer January 9, 1998
John S. Olbrych (Principal Financial and Accounting
Officer)
/s/ Patrick A. Flanagan
- ------------------------------- Executive Vice President, Mergers and January 9, 1998
Patrick A. Flanagan Acquisitions, Secretary, and Director
/s/ Eugene B. Doggett
- ------------------------------- Director January 9, 1998
Eugene B. Doggett
- ------------------------------- Director January _, 1998
Jeffrey C. Heunink
- ------------------------------- Director January _, 1998
John P. Leydon
/s/ Jerry A. Schiller
- ------------------------------- Director January 9, 1998
Jerry A. Schiller
</TABLE>
4
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP, Independent Accountants.
24.1 Powers of Attorney (included on pages 6 through 7 of this
registration statement).
5
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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
January 9, 1998
Mac-Gray Corporation
22 Water Street
Cambridge, Massachusetts 02141
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Act"), of 1,157,982 shares of
Common Stock, par value $.01 per share (the "Shares"), of Mac-Gray Corporation,
a Delaware corporation (the "Registrant").
In connection with rendering this opinion, we have examined the Amended and
Restated Certificate of Incorporation and By-Laws of the Registrant, each as
amended to date; such records of the corporate proceedings of the Registrant as
we deemed material; a registration statement on Form S-8 under the Act relating
to the Shares (the "Registration Statement"); the Mac-Gray Corporation 1997
Stock Option and Incentive Plan, and such other certificates, receipts, records
and documents as we considered necessary for the purposes of this opinion. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such copies and the authenticity of telephonic confirmations of public
officials and others. As to facts material to our opinion, we have relied upon
certificates or telephonic confirmations of public officials and certificates,
documents, statements and other information of the Registrant or representatives
or officers thereof.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and The Commonwealth of Massachusetts and
the General Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and nonassessable shares of Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 28, 1997 and April 4, 1997
relating to the combined financial statements of Mac-Gray Co. Inc. and Mac-Gray
L.P. 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 the Registration Statement on Form S-1 (File No. 333-33669). We
also consent to the references to us under the headings "Experts" and "Selected
Historical Combined Financial Data" in such Registration Statement on Form S-1.
However, it should be noted that Price Waterhouse LLP has not prepared or
certified such "Selected Historical Combined Financial Data."
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
Boston, Massachusetts
January 8, 1998
