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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-K/A-1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended December
31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from
___________ to ________________
Commission File Number 1-12804
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mobile mini, inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 86-0748362
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1834 West 3rd Street
Tempe, Arizona 85281
(Address of Principal Executive Offices)
(602) 894-6311
(Registrant's Telephone Number)
Securities Registered Under Section 12(g) of the Exchange Act:
Title of Class Name of Each Exchange on Which Registered
Common Stock, $.01 par value NASDAQ Stock Market National Market
Warrant to Purchase Common Stock NASDAQ Stock Market Small Cap Market
at $5.00 per share
Indicate by checkmark whether the Registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value on March 25, 1997 of the voting stock owned by
non-affiliates of the registrant was $11,872,272 (calculated by excluding all
shares held by executive officers, directors and holders of five percent of more
of the voting power of the registrant, without conceding that such persons are
"affiliates" of the registrant for purposes of the federal securities law).
As of March 25, 1997, there were outstanding 6,739,324 shares of the issuer's
common stock, par value $.01.
Documents incorporated by reference: None
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<PAGE>
The registrant hereby amends its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, by deleting the information heretofore filed therein
under Items 10, 11 and 12 of Part III, and inserting therefor the following:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Set forth below are the names and ages of and other relevant
information about the directors and executive officers of the Company.
Richard E. Bunger, age 59, Chairman of the Board and Director, founded
the Company's operations in 1983 and also served as the Company's Chief
Executive Officer and President from inception through April 1997. Mr.
Bunger has been awarded approximately 70 patents, many related to
portable storage technology. For a period of approximately 25 years
prior to founding the Company, Mr. Bunger owned and operated Corral
Industries Incorporated, a worldwide designer/builder of integrated
animal production facilities, and a designer/builder of mini storage
facilities.
Lawrence Trachtenberg, age 40, Executive Vice President and Chief
Financial Officer, General Counsel, Secretary, Treasurer and Director,
joined the Company in December 1995. Mr. Trachtenberg is primarily
responsible for all accounting, banking and related financial matters
for the Company. Mr. Trachtenberg is admitted to practice law in the
States of Arizona and New York and is a Certified Public Accountant in
New York. Prior to joining the Company, Mr. Trachtenberg served as Vice
President and General Counsel at Express America Mortgage Corporation,
a mortgage banking company, from February 1994 through September 1995
and as Vice President and Chief Financial Officer of Pacific
International Services Corporation, a corporation engaged in car
rentals and sales, from March 1990 through January 1994. Mr.
Trachtenberg received his Juris Doctorate from Harvard Law School in
1981 and his B.A. - Accounting/Economics from Queens College - CUNY in
1977.
Steven G. Bunger, age 35, Chief Executive Officer, President and
Director since April 1997. Prior to April 1997 Mr. Bunger served as the
Company's Chief Operating Officer and was responsible for overseeing
all of the Company's operations and sales activities with overall
responsibility for advertising, marketing and pricing. Mr. Bunger
graduated from Arizona State University in 1986 with a B.A.-Business
Administration. He is the son of Richard E. Bunger.
George E. Berkner, age 62, Director, became a member of the Board of
Directors of the Company in December, 1993. From August, 1992 to
present, Mr. Berkner has been the Vice President of AdGraphics, Inc., a
computer graphics company. From May, 1990 to August, 1992, Mr. Berkner
was a private investor. From February, 1972 until May, 1990, Mr.
Berkner was the President and Chief Executive Officer of Gila River
Products, a plastics manufacturer with 155 employees. Mr. Berkner is
also a director of Auto X-Ray, Inc. Mr. Berkner graduated from St.
Johns University with a B.A.-Economics/Business in 1956.
Ronald J. Marusiak, age 49, Director, became a member of the Board of
Directors of the Company in February 1996. From January 1988 to
present, Mr. Marusiak has been the Division President of Micro-Tronics,
Inc., a corporation engaged in precision machining and tool and die
building for companies throughout the U.S. Mr. Marusiak is the co-owner
of R2B2 Systems, Inc., a computer hardware and software company. Mr.
Marusiak is also a director of McKee Securities, Inc. Mr. Marusiak
received a Masters of Science in Management from LaVerne University in
1979 and graduated from the United States Air Force Academy in 1971.
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Burton K. Kennedy Jr., age 49, Senior Vice President of Sales and
Marketing, was originally with the Company's predecessor from March
1986 until September 1991, and rejoined the Company July of 1996. Mr.
Kennedy has the overall responsibility for all branch lease and sale
operations and also directs the acquisition of container inventory.
From September 1993 through June 1996, Mr. Kennedy served in various
executive positions with National Security Containers, a division of
Cavco, Inc. From April 1992 through August 1993 he was a working
partner in American Bonsai.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and change in ownership with the
Securities and Exchange Commission (the "SEC") and The Nasdaq Stock Market. Such
reports are filed on Form 3, Form 4, and Form 5 under the Exchange Act.
Officers, directors and greater than ten-percent shareholders are required by
Exchange Act regulations to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during fiscal year ended
December 31, 1996 all officers, directors, and greater than ten-percent
beneficial owners complied with the applicable Section 16(a) filing requirements
except for the following:
Mr. Marusiak filed on July 31, 1996, subsequent to the required filing date,
Form 4s reporting, respectively, the acquisition in May and June 1996 by the
Micro-Tronics, Inc. Profit Sharing Plan and Trust of a warrants to purchase an
aggregate of 7,000 shares of the Company's Common Stock (Mr. Marusiak has a pro
rata ownership share of 20% to the assets held in such Plan) and the acquisition
in June 1996 of 500 shares of the Company's Common Stock by Mr. Marusiak's
children.
ITEM 11. EXECUTIVE COMPENSATION.
Compensation Summary of Executive Officers
The following table sets forth certain compensation paid or accrued by the
Company during the fiscal year ended December 31, 1996 to the Chief Executive
Officer ("CEO") and executive officers of the Company whose salary and bonus
exceeded $100,000 (collectively with the CEO, the "Named Officers").
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------- ------------
Other
Annual
Name and Principal Fiscal Compen- Stock All Other
Position(1) Year Salary Bonus sation Options Compensation
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Bunger, 1996 $100,000 $107,873 -- -- $ 4,100(2)
Chief Executive Officer 1995 104,167 77,808 -- -- 4,100(2)
1994 125,000 -- -- 75,000 4,100(2)
Lawrence Trachtenberg 1996 $50,000 $95,887 -- 25,000 $ 5,000(3)
Chief Financial Officer, 1995 -- -- -- 50,000 --
Executive Vice President 1994 -- -- -- -- --
Steven G. Bunger, 1996 $50,000 $ 95,887 -- 25,000 $ 5,000(3)
Chief Operating Officer, Executive Vice 1995 42,500 94,128 -- 50,000 4,375(3)
President 1994 20,000 103,988 -- -- --
</TABLE>
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(1) The named positions served in these capacities through Fiscal year end
1996. In April 1997, Steven G. Bunger succeeded Mr. Richard E. Bunger as
the Company's Chief Executive Officer and President.
(2) The Company provides Mr. Bunger with the use of a Company-owned vehicle.
The amount shown represents the Company's estimate of costs borne by it in
connection with the vehicle, including fuel, maintenance, license fees and
other operating costs.
(3) Mr. Trachtenberg and Mr. Steven Bunger are each paid $5,000 per year in
consideration of their respective non-compete agreements. Mr. Bunger
entered into such agreement after the commencement of the 1995 fiscal year.
Option Grants
The following table sets forth certain information regarding the grant and
exercise of options to the Named Officers in 1996.
OPTION GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
% of Total Potential Realizable Value at
Options/SARs Assumed Annual Rate of Stock Price
Granted to Exercise or Appreciation for Option
Name Options/SARs Employees in Base Price Expiration Term
Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Bunger -0- -- -- -- -- --
Lawrence Trachtenberg 25,000 25% $3.50 April 2006 $55,028 $139,452
Steven G. Bunger 25,000 25% $3.85 April 2001 $26,592 $ 58,762
</TABLE>
(1) This disclosure is provided pursuant to Item 402(c) of Regulation S-K and
assumes that the actual stock price appreciation over the maximum remaining
option terms (10 and 5 years for Mr. Trachtenberg's and Mr. Bunger's
options, respectively) will be at the assumed 5% and 10% levels.
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Option Exercises and Values
The following table sets forth certain information regarding the
exercise and values of options held by the Named Officers as of December 31,
1996.
AGGREGATE OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options at
Options at December 31, December 31,
1996 1996(1)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise Value Realized Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard E. Bunger - - 45,000/30,000 $0/$0
Lawrence Trachtenberg - - 25,000/50,000 $0/$0
Steven G. Bunger - - 25,000/50,000 $0/$0
</TABLE>
(1) All the exercisable options were exercisable at a price greater than the
last reported sale price of the Common Stock ($3.125) on the Nasdaq Stock
Market National Market System on December 31, 1996.
Employment Agreements
The Company provides Mr. Richard Bunger with life insurance (of which
the Company is the beneficiary) in the amount of $2,000,000, a Company vehicle,
and all the employee benefits provided to the Company's executive employees.
Although the Company has not entered into any long-term employment
contracts with any of its employees, the Company has entered into numerous
agreements with key employees which are terminable at will, with or without
cause, including agreements with Lawrence Trachtenberg and Steven G. Bunger.
Each of these agreements contains a covenant not to compete for a period of two
years after termination of employment and a covenant not to disclose
confidential information of a proprietary nature to third parties.
The Company had numerous bonus and incentive arrangements with several
employees during 1996, including Mr. Richard Bunger, Mr. Trachtenberg and Mr.
Steven G. Bunger. These agreements included an incentive program to provide
financial awards for an increase in revenues or for the attainment of quotas.
Mr. Richard Bunger, Mr. Trachtenberg and Mr. Steven G. Bunger received a
percentage of gross profit as incentive compensation. These compensation
agreements were evaluated by an independent executive compensation consulting
organization and effective January 1, 1997, the employees, including Mr. Richard
Bunger, Mr. Trachtenberg and Mr. Steven Bunger are being compensated in 1997
based on commensurate fair market salaries.
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<PAGE>
Compensation of Directors
The Company's directors (other than officers of the Company) received
cash compensation for service on the Board of Directors and committees thereof
in the amount of $500 per quarterly meeting. Mr. Berkner, Mr. Marusiak and,
prior to his resignation in February 1996, Mr. Roy Snell, each had the right to
receive options to acquire 3,000 shares of Common Stock on each August 1 while
serving as members of the compensation committee but not to exceed 15,000
options per person. In lieu of options, Mr. Snell elected to receive the right
to cash payments of $250 per month. Mr. Snell provided certain consulting
services to the Company related to obtaining financing for the Company's
operating equipment and containers since 1991 for which he was being compensated
$1,200 per annum.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of March 31, 1997
with respect to the beneficial ownership of the Company's Common Stock by each
shareholder known by the Company to be the beneficial owner of more than five
percent of its outstanding Common Stock, by each director who owns shares of the
Company's Common Stock, and by all executive officers and directors as a group.
Each person named has sole voting and investment power with respect to all of
the shares indicated, except as otherwise noted.
<TABLE>
<CAPTION>
Common Stock
Name and Address of Beneficial Owner Beneficially Owned(1) Percent(2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard E. Bunger 2,350,000(3) 34.6%
1834 West 3rd Street
Tempe, Arizona 85281
Lawrence Trachtenberg 33,395(4) *
1834 West 3rd Street
Tempe, Arizona 85281
Steven G. Bunger 215,989(5) 3.2%
1834 West 3rd Street
Tempe, Arizona 85281
Ronald J. Marusiak 104,700(6) 1.5%
1834 West 3rd Street
Tempe, Arizona 85281
George Berkner 17,500(7) *
1834 West 3rd Street
Tempe, Arizona 85281
REB/BMB Family Limited Partnership(8) 2,290,000 34.0%
1834 West 3rd Street
Tempe, Arizona 85281
Bunger Holdings, L.L.C.(9) 410,000 6.1%
1834 West 3rd Street
Tempe, Arizona 85281
All Directors and Executive Officers as a group 2,618,900 38.0%
(6 persons)(3)(4)(5)(6)(7)
</TABLE>
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* Less than 1%.
(1) The inclusion herein of any shares of Common Stock does not constitute an
admission of beneficial ownership of such shares, but are included in
accordance with rules of the Securities and Exchange Commission.
(2) Includes shares of Common Stock subject to options or Warrants which are
presently exercisable or which may become exercisable within 60 days of
March 31, 1997.
(3) Includes 2,290,000 shares owned by REB/BMB Family Limited Partnership and
60,000 shares subject to exercisable options. Mr. Bunger disclaims any
beneficial ownership of shares held by REB/BMB Family Limited Partnership
in excess 1,894,379. All shares held by Mr. Bunger are held as community
property.
(4) Includes 30,000 shares subject to exercisable options.
(5) Includes 82,000 shares owned by Bunger Holdings, L.L.C., 102,684 shares
owned by REB/BMB Family Limited Partnership and 30,000 shares subject to
exercisable options. Of the 102,684 shares owned by REB/BMB Family Limited
Partnership, 80,150 are held for members of Mr. Bunger's immediate family.
(6) Includes: (a) 7,700 shares and warrants to acquire 2,500 shares at $5.00
per share held by Mr. Marusiak's children; (b) 8,500 shares and warrants to
acquire 1,500 shares at $5.00 per share held by Mr. Marusiak and his wife
(c) 64,000 shares and warrants to acquire 18,000 shares at $5.00 per share
held by Micro-Tronics, Inc.'s Profit Sharing Plan and Trust (the "Plan") of
which Mr. Marusiak is Trustee and Plan Administrator. Mr. Marusiak
disclaims any beneficial ownership of 80% of the shares held by the Plan,
as his pro rata ownership interest is limited to 20% of the Plan's assets;
and (d) 2,500 shares subject to exercisable options..
(7) Includes 6,000 shares, warrants to acquire 3,000 shares at $5.00 per share
and 8,500 shares subject to exercisable options.
(8) Richard E. Bunger and his wife, Barbara M. Bunger, are the general partners
of REB/BMB Family Limited Partnership.
(9) The members of Bunger Holdings, L.L.C. are Steven G. Bunger, Carolyn
Clawson, Michael Bunger, Jennifer Blackwell and Susan Keating, each a child
of Richard E. Bunger.
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<PAGE>
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MOBILE MINI, INC.
(Registrant)
Date: April 29, 1997 By: /s/Steven G. Bunger
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Steven G. Bunger, Chief Executive
Officer and Director
Date: April 29, 1997 By: /s/Lawrence Trachtenberg
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Lawrence Trachtenberg, Chief Financial
Officer
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