<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 2000
REGISTRATION STATEMENT NO. 333-45899
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
POST-EFFECTIVE AMENDMENT NO. 11
ON
FORM S-3*
TO THE
REGISTRATION STATEMENT
ORIGINALLY FILED ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
----------------------------
MAC-GRAY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3361982
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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)
Copy to:
STUART M. CABLE, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
-----------------------------
* 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.
================================================================================
<PAGE>
Pursuant to Post-Effective Amendment No. 4 to the Registration Statement on
Form S-3 (File No. 333-45899) filed with the Securities and Exchange Commission
on June 10, 1998 (the "Registration Statement"), the Registrant registered an
aggregate of 967,914 shares of its common stock, par value $0.01 per share, for
resale by former shareholders of Intirion Corporation, a Delaware corporation
(the "Selling Securityholders"). As the Registrant's obligations to the Selling
Securityholders have been fulfilled, the Registrant files this Post-Effective
Amendment No. 11 to the Registration Statement to terminate the Registration
Statement.
<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. 11 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 January 11, 2000.
Mac-Gray Corporation
By: /s/ Stewart Gray MacDonald, Jr.
-------------------------------------
Stewart Gray MacDonald, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
No. 11 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stewart Gray MacDonald, Jr. Chairman and Chief Executive January 11, 2000
- ------------------------------- Officer and Director
Stewart Gray MacDonald, Jr. (Principal Executive Officer)
/s/ Michael J. Shea Executive Vice President and January 11, 2000
- ------------------------------- Chief Financial Officer
Michael J. Shea (Principal Financial and
Accounting Officer)
/s/ William M. Crozier, Jr.
- ------------------------------- Director January 11, 2000
William M. Crozier, Jr.
*
- ------------------------------- Director January 11, 2000
Patrick A. Flanagan
*
- ------------------------------- Director January 11, 2000
Jerry A. Schiller
*
- ------------------------------- Director January 11, 2000
John P. Leydon
*
- ------------------------------- Director January 11, 2000
Eugene B. Doggett
*By: /s/ Stewart Gray MacDonald, Jr.
-------------------------------
Stewart Gray MacDonald, Jr.
Attorney-in-Fact
