As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 33-71528-LA
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(POST EFFECTIVE AMENDMENT NO. 3 TO FORM SB-2 REGISTRATION STATEMENT)
MOBILE MINI, INC.
(Exact name of Registrant as specified in its charter)
Delaware 7519 86-0748362
- ------------------------ ---------------------------- ----------------
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
1834 West Third Street
Tempe, Arizona 85281
(602) 790-4214
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------
Lawrence Trachtenberg
Executive Vice President
1834 West Third Street
Tempe, Arizona 85281
(602) 894-6311
(Name, address including zip code, and telephone number,
including area code, of agent for service)
---------------
with copies to
Joseph P. Richardson, Esq.
Bryan Cave LLP
2800 North Central Avenue, 21st Floor
Phoenix, Arizona 85004
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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, check the following box. [X]
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11 (a)(1) of this form, check the following box. [ ]
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 of 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. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Securities To Be Amount To Be Offering Price Aggregate Offering
Registered Registered Per Unit Price Registration Fee
==========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 1,067,500(1) $5.00(2) $5,337,500 $1,841.00(3)
share, issuable upon exercise of
Redeemable Common Stock Purchase
Warrants issued in connection with
the Company's 1994 initial public
offering (the "Public Warrants")
</TABLE>
This Registration Statement incorporates the Post-Effective Amendment No. 3 to
Mobile Mini, Inc., Registration Statement on Form SB-2, Registration No.
33-71528-LA, which Registration Statement was declared effective by the
Commission on February 17, 1994. The 1,067,500 shares of Common Stock issuable
upon exercise of Public Warrants were previously registered in connection with
the Company's 1994 initial public offering pursuant to Registration No.
33-71528-LA, and of the $1,841.00 filing fee identified above, $1,858.84 was
previously paid in connection with Registration No. 33-71528-LA. All shares of
Common Stock for which this Registration Statement is being filed, have been
previously registered and sufficient registration fees have been previously
paid, as identified above.
1. Pursuant to Rule 416, there are also being registered such
indeterminate number of additional shares of Common Stock as may be required for
issuance pursuant to the anti-dilution provisions of the Public Warrants.
2. Reflects the exercise price of a Public Warrant, payment of which
entitles the holder thereof to purchase one share of Common Stock.
3. Previously paid.
---------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION - DATED NOVEMBER 26, 1997
PROSPECTUS
1,067,500 SHARES
mobile mini, inc.
COMMON STOCK
ISSUABLE UPON EXERCISE
OF COMMON STOCK
PURCHASE WARRANTS
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This Prospectus relates to an offering (the "Offering") of 1,067,500
shares of common stock, par value $.01 per share (the "Common Stock"), of Mobile
Mini, Inc. (the "Company"), issuable upon exercise of redeemable Common Stock
Purchase Warrants (the "Public Warrants") issued in connection with the
Company's 1994 initial public offering (the "Initial Public Offering"). The
Public Warrants are sometimes collectively referred to herein as the "Warrants,"
and the shares of Common Stock issuable upon exercise of the Warrants are
sometimes collectively referred to herein as the "Warrant Shares." The Warrant
Shares issuable upon exercise of the Warrants may be offered for sale by certain
warrantholders of the Company (collectively, the "Warrantholders"), and are not
being offered for the account of the Company. The Company will not receive any
proceeds from the sale of the Warrant Shares by the Warrantholders, although it
will receive proceeds from the exercise of the Warrants, if and to the extent
exercised. The Company will pay all of the expenses, estimated to be
approximately $30,000, in connection with this offering, other than underwriting
and brokerage commissions, discounts, fees and counsel fees and expenses
incurred by the Warrantholders. See "USE OF PROCEEDS," "WARRANTHOLDERS" and
"PLAN OF DISTRIBUTION."
The Company's Common Stock is quoted on the Nasdaq National Market
("Nasdaq") under the symbol "MINI." On November 24, 1997, the last sale price of
the Common Stock as quoted on Nasdaq was $5.375 per share.
FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK SEE "RISK FACTORS" (COMMENCING
ON PAGE 9 HEREOF).
Each Public Warrant entitles the holder thereof to purchase, at any
time through February 17, 1998, one share of Common Stock at a price of $5.00
per share. The Company has the right to call the Public Warrants for redemption
at $.01 per Public Warrant on 30 days written notice if the average closing bid
price of the Common Stock, as reported on Nasdaq, equals or exceeds $7.00 per
share for 20 consecutive trading days ending within 20 days of the date of the
notice of redemption. In the event that the Company elects to exercise its right
to redeem the Public Warrants, such Public Warrants will be exercisable until
the close of business on the date for redemption fixed in such notice. If any
Public Warrant called for redemption is not exercised by such time, it will
cease to be exercisable and the holder will be entitled only to the redemption
price. The exercise price of the Warrants is subject to adjustment pursuant to
the anti-dilution provisions of the Warrants; however, as of the date hereof, no
such adjustment has been required to be made.
The Warrant Shares may be offered by the Warrantholders from time to
time in transactions on Nasdaq. The Warrant Shares may also be offered in
negotiated transactions, at fixed prices which may be changed, at market prices
prevailing at the time of sale, or at negotiated prices. The Warrantholders may
effect such transactions by selling the Warrant Shares in negotiated
transactions, on Nasdaq or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Warrantholders and/or the purchasers of the Warrant Shares for whom such
broker- dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). Alternatively, the Warrantholders may from time to time
offer the Warrant Shares through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions
<PAGE>
or commissions from the Warrantholders and/or the purchasers of securities for
whom they act as agents. See "WARRANTHOLDERS" and "PLAN OF DISTRIBUTION."
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO EXCHANGE OR SELL, OR A SOLICITATION OF AN OFFER TO
EXCHANGE OR PURCHASE, ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN
ANY CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy statements and
other information with the SEC. Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the SEC, at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional Offices located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can
be obtained upon written request from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates or on the
World Wide Web through the SEC's Internet address at "http://www.sec.gov."
The Company has filed with the SEC a registration statement on Form S-2
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the rules
and regulations of the SEC. For further information, reference is hereby made to
the Registration Statement. Each statement made in this Prospectus concerning a
document filed as part of the Registration Statement is qualified in its
entirety by reference to such document for a complete statement of its
provisions. Copies of the Registration Statement may be inspected, without
charge, at the offices of the SEC, or obtained at prescribed rates from the
Public Reference Section of the Commission, at the address set forth above, or
on the World Wide Web through the Commission's Internet address at
"http://www.sec.gov."
This Prospectus is accompanied by the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 and the Report on Form 10-Q for
the quarter ended September 30, 1997. The Company will provide to each person to
whom this Prospectus is delivered, upon written or oral request of such person,
a copy of the documents incorporated by reference into this Prospectus (not
including exhibits to such documents unless the exhibits are specifically
incorporated by reference into the documents which this Prospectus
incorporates). Requests for such documents should be directed to the Company at:
Stockholder Relations Department, Mobile Mini, Inc., 1834 West Third Street,
Tempe, Arizona 85281, telephone (602) 894-6311.
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
contained in this Prospectus to which reference is made for a complete statement
of matters discussed below. Unless otherwise indicated, all financial and share
information set forth in this Prospectus assumes no issuance of an aggregate of
823,750 shares of Common Stock reserved for issuance pursuant to outstanding
options and warrants (other than the Public Warrants as which are the subject of
this Prospectus). All references to fiscal years refer to the fiscal year of the
Company ending December 31. Unless the context otherwise requires, all
references in this Prospectus to the "Company" refer to Mobile Mini, Inc. and
its subsidiaries.
The Company
Established in 1983, Mobile Mini, Inc., a Delaware corporation
headquartered in Phoenix, Arizona, leases and sells portable steel storage
containers and telecommunication shelters. The Company manufactures its own
steel storage containers and acquires, refurbishes, and modifies used
ocean-going shipping containers for use as inland portable storage units.
Operating income for the fiscal year ended December 31, 1996 was $4.5 million
and $3.5 million for the six months ended June 30, 1997.
The Company sells and leases its products to a wide variety of
individual, business and governmental users. Clients include retail and
wholesale distributors such as Sears(R), K-Mart(R) and Wal-Mart(R); and
institutional customers such as Motorola(R), CellularOne(R) and Southwestern
Bell(R) Communications.
The Company's lease activities include both on-site and off-site
leasing. "Off-site" leasing occurs when the Company leases a portable storage
container which is then located at the customer's place of use. "On-site"
leasing occurs when the Company stores the portable container containing the
customer's goods at one of the Company's facilities, which are similar to a
standard mini-storage facility, but with increased security, ease of access and
container delivery and pick-up service. For the six months ended June 30, 1997,
on-site and off-site leasing represented 51% of the Company's revenues with
approximately 13,000 units under lease.
The Company pioneered the use of ocean-going shipping containers for
domestic storage. Since 1993, the Company has expanded its operations and now
directly serves eight markets in three southwestern states. Between January 1,
1993 and June 30, 1997, the Company's lease fleet has grown by 282%. Although
other companies have followed the Company's lead in developing the domestic
market for used ocean going containers, the Company believes that it remains the
nation's leading lessor of these containers. Through its innovative marketing
program, the Company has expanded the demand for its products in each market it
has entered, and continues to grow those markets, with same store leasing
activities increasing by 28% during the twelve months ended June 30, 1997. The
Company intends to continue to grow its existing markets and to expand into
additional cities where it believes it can establish substantial market share.
The Company also markets its storage products on a national basis
through its national dealer network, which at October 15, 1997 provided the
Company's manufactured containers to 52 dealers for retail sale and lease. Such
dealers are in 80 separate locations in 28 states and 2 Canadian provinces.
Marketing to dealers and potential dealers is primarily through direct
solicitation, trade shows, trade magazine advertising and referrals.
To complement its storage container business, diversify its product
line and target the domestic and international markets, Mobile Mini established
a telecommunication shelter division in mid-1995. The Company's modular
telecommunication shelters, marketed under the name "Mobile Telestructures," can
be built in a variety of designs, sizes, strengths, exterior appearances and
configurations. The Company markets its Mobile Telestructure products directly
to telecommunication companies as well as to companies providing turn-key
installations of shelters and towers. For the six months ended June 30, 1997,
Mobile Telestructure represented approximately 5% of the Company's revenues.
3
<PAGE>
In March 1996, the Company refinanced its business, repaying the
majority of its indebtedness and entering into a credit agreement which provided
a $35.0 million line of credit and a $6.0 million term loan (as amended,
restated or otherwise modified from time to time, and including any
restatements, renewals, refundings or refinancings thereof, the "Senior Credit
Agreement"). The revolving line of credit portion of the Senior Credit Agreement
has since been expanded to $40.0 million. Previously, the Company financed most
of its container lease fleet with debt with a five-year amortization schedule.
Under the Senior Credit Agreement, the Company's lenders permit the Company to
take advantage of the long useful life and durability of its container lease
fleet by providing financing that requires interest-only payments during the
term of the revolving line of credit. The 1996 refinancing provided the
liquidity that permits the Company to focus on the most profitable part of its
business, the leasing of portable storage containers and portable offices.
On October 14, 1997, the Company completed an underwritten public
offering in which it issued $6.9 million of its 12% Senior Subordinated Notes
Due 2002 (the "Senior Notes") and redeemable warrants to purchase 172,500 shares
of Common Stock. The net proceeds of such offering (approximately $6.0 million)
were used to repay certain indebtedness, including approximately $3.0 million of
short-term bridge notes issued on July 31, 1997 and approximately $3.0 million
of borrowings outstanding under the revolving line of credit portion of the
Senior Credit Agreement.
The Company's principal executive office is located at 1834 West Third
Street, Tempe, Arizona 85281, and its telephone number is (602) 894-6311.
4
<PAGE>
The Offering
<TABLE>
<S> <C>
SECURITIES OFFERED 1,067,500 shares of Common Stock issuable upon exercise of
the Public Warrants. See "DESCRIPTION OF SECURITIES."
COMMON STOCK OUTSTANDING
PRIOR TO THE OFFERING 6,799,324 shares.
COMMON STOCK TO BE OUTSTANDING
AFTER EXERCISE OF THE PUBLIC
WARRANTS 7,866,824 shares (assuming exercise of all outstanding Public
Warrants and the issuance of all 1,067,500 shares issuable
upon such exercise).
USE OF PROCEEDS In the event that all of the outstanding Public Warrants are
exercised, the maximum aggregate net proceeds which the
Company would receive from such exercise would be
approximately $5.3 million. To the extent received, such
proceeds will be utilized for working capital and general
corporate purposes, initially would be used to reduce
borrowings outstanding under the Company's Senior Credit
Agreement. If no Warrants are exercised, the Company will
not receive any additional proceeds in connection with this
Offering. In addition, the Company will not receive any
proceeds from the sale of the Warrant Shares. See "USE OF
PROCEEDS."
TRADING SYMBOL The Common Stock is quoted on the Nasdaq National Market under
the symbol MINI.
</TABLE>
5
<PAGE>
Risk Factors
See "Risk Factors" for certain factors relating to an investment in the
Common Stock that should be considered by prospective investors.
6
<PAGE>
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, this Prospectus
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Company
intends that such forward-looking statements be subject to the safe harbors
created thereby. Such forward-looking statements involve risks and uncertainties
and include, but are not limited to, statements regarding future events and the
Company's plans and expectations. The Company's actual results may differ
materially from such statements. Factors that cause or contribute to such
differences include, but are not limited to, those discussed in "Risk Factors,"
as well as those discussed elsewhere in this Prospectus and the documents
incorporated herein by reference. Although the Company believes that the
assumptions underlying its forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in such forward-looking statements will be
realized. In addition, as disclosed under "Risk Factors," the business and
operations of the Company are subject to substantial risks which increase the
uncertainties inherent in the forward-looking statements included in this
Prospectus. The inclusion of such forward-looking information should not be
regarded as a representation by the Company or any other person that the future
events, plans or expectations contemplated by the Company will be achieved.
RISK FACTORS
In considering the matters set forth in this Prospectus, prospective
purchasers of the Notes and Redeemable Warrants should carefully consider the
matters set forth below as well as other information set forth in this
Prospectus.
Substantial Leverage
The Company leases containers under operating leases with its
customers. The operating lease business is a capital intensive business. The
typical operating lease transaction requires a cash investment by the Company of
a percentage of the original cost of acquiring and refurbishing used containers
or manufacturing new containers or other structures in its lease fleet. This
cash investment, commonly known in the equipment leasing industry as an "equity
investment," is typically 10% to 20% of the cost of a finished container. The
Company's equity investment is typically financed with either the proceeds of
the sale of equity or debt securities or internally generated funds. The other
80% to 90% of the cost of a finished container is typically financed with
borrowings. Consequently, the Company generally carries a high outstanding
indebtedness amount. In addition to indebtedness outstanding under the Senior
Credit Agreement, the Company in October 1997 issued $6.9 million of its 12%
Senior Subordinated Notes Due 2002 (the "Senior Notes"). As of June 30, 1997, on
a pro forma basis, after giving effect to the sale of the Senior Notes and the
application of the estimated proceeds therefrom, the aggregate amount of
indebtedness of the Company would have been approximately $57.0 million. See
"Capitalization." The Company may incur additional indebtedness in the future,
subject to certain limitations contained in the Senior Credit Agreement. The
Company's ability to satisfy its annual interest and principal payments on its
indebtedness or to refinance its obligations with respect to its indebtedness or
sell assets or raise equity capital to satisfy such obligations will depend
largely upon its performance, which, in turn, is subject to prevailing economic
conditions and to financial, business and other factors beyond its control. See
"Business-Financing" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."
7
<PAGE>
Uncertainty in Supply and Price of Used Containers
The Company purchases used ocean-going shipping containers which
comprise a majority of the storage containers which the Company leases. The
Company's ability to obtain used containers for its lease fleet is subject in
large part to the availability of these containers in the market. The
availability to the Company of used cargo containers is in part subject to
international trade issues and the demand for containers in the ocean cargo
shipping business. Should there be a shortage in supply of used containers, the
Company could supplement its lease fleet with new manufactured containers.
However, should there be an overabundance of these used containers available, it
is likely that prices would fall. This could result in a reduction in the lease
rates the Company could obtain from its container leasing operations. It could
also cause the appraised orderly liquidation value of the containers in the
lease fleet to decline.
8
<PAGE>
Uncertainty of Additional Financing to Sustain Growth
The Company believes that its current capitalization, together with
borrowings available under the Senior Credit Agreement, is sufficient to
maintain its current level of operations. However, the Company's ability to
sustain recent-period financial and operating results is materially dependent
upon the availability of credit and equity to support continued increase in the
size of its container lease fleet. At October 20, 1997, the Company had
borrowings of approximately $32.5 million outstanding under the Senior Credit
Agreement. While the Company believes that the net proceeds from the sale of the
Senior Notes together with borrowings under the Senior Credit Agreement provide
sufficient capital to permit continued growth at recent levels, there can be no
assurance that such financial resources will be sufficient to sustain recent
growth levels throughout the Company's fiscal year beginning January 1, 1998.
During fiscal 1996, the cost of used ocean-going containers, which the Company
purchases and refurbishes, increased materially as compared to prior periods.
Although used container prices stabilized and then decreased during the first
six months of 1997, there can be no assurance that current price levels will
continue, and if the cost of used containers increases over existing levels, the
Company would be required to secure additional financing through debt or equity
offerings, additional borrowings or a combination of these sources (in addition
to any net proceeds from the exercise of any of the Public Warrants) in order to
sustain recent-period growth levels. However, there is no assurance that any
such financings will be obtained or obtained on terms acceptable to the Company.
The availability of borrowings under the Senior Credit Agreement is dependent
upon the orderly liquidation value of the Company's container lease fleet. A
significant reduction in such values may adversely affect the Company's ability
to finance its business through the Senior Credit Agreement. See
"Business-Financing" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."
Container Fleet Utilization
Historically, the Company has maintained container fleet utilization
levels in the 85-to-92% range. During 1996, the Company's container fleet
utilization level was 90% and at June 30, 1997 was 87%. Should the Company
experience an unexpected decline in demand for its lease units due to economic
conditions, an increase in competition, an increase in supply of used containers
or any other reason, the Company would expect to dispose of containers in order
to maintain acceptable utilization levels. If this were to occur at a time when
the market price of used containers has declined, it could result in losses on
the sale of these containers. In addition, the Company's operating results would
be adversely affected because it would continue to be subject to the high fixed
costs of its branch operations but it would have reduced lease revenues.
Risk of Senior Debt Covenant Defaults
The Company's obligations under the Senior Credit Agreement are secured
by a lien in favor of its lenders covering substantially all of the assets of
the Company. The Company is required to comply with certain covenants and
restrictions, including covenants relating to the Company's financial condition
and results of operations. If the Company is unable or fails to comply with the
covenants and restrictions of the Senior Credit Agreement, the lenders would
have the right not to make loans under the Senior Credit Agreement and to
require early payment of outstanding loans. The lack of availability of loans or
the requirement to make early repayment of loans would have a material adverse
effect on the Company. See "Management's Discussion and Analysis Financial
Condition and Results of Operations - Liquidity and Capital Resources."
Uncertainty of Future Financial Performance, Fluctuations in Operating Results
The Company's results of operations may vary from period to period due
to a variety of factors which affect demand for the Company's products and
influence the Company's operating costs and margins, including general economic
and industry conditions, availability of and cost increases of used containers
from which the Company builds its container fleet, changes in marketing and
sales expenditures, pricing pressures, market acceptance of the Company's
products, particularly in new market areas in which the Company may expand,
expenditures to acquire or start-up and integrate into the Company's operations
new businesses which the Company seeks to acquire as part of its expansion
strategy, and the introduction of new products by the Company or its
competitors.
9
<PAGE>
Fluctuations in Raw Materials Costs and Supply
The Company purchases used ocean-going shipping containers, steel,
vinyl, wood, glass and other raw materials from various suppliers. While all
such materials are available from numerous independent suppliers, commodity raw
materials are subject to fluctuations in price. Because such materials in the
aggregate constitute significant components of the Company's cost of goods sold,
such price fluctuations could have a material adverse effect on the Company's
results of operations. Although the Company believes that it can pass on gradual
increases in raw material prices, there can be no assurance that the Company
will continue to be able to do so in the future. In addition, sharp increases in
material prices are more difficult to pass through to the customer in short a
period of time and may negatively impact the short-term financial performance of
the Company.
Potential Adverse Effects of Government Regulation
The Company's manufacturing and storage facilities are subject to
regulation by a number of governmental authorities, including regulations
relating to occupational health and safety and to environmental issues as well
as federal and state laws governing such matters as overtime and minimum wages.
The Company believes that its operations comply in all material respects with
all applicable regulatory requirements. However, any failure to comply with
applicable regulations, or the adoption of new regulations or changes in
existing regulations, could impose additional compliance costs on the Company,
require a cessation of certain activities or otherwise have a material adverse
impact on the Company's business and results of operations.
10
<PAGE>
Competition
The Company believes that its products, services, pricing and
manufacturing capabilities allow it to compete favorably in each of the on-site
leasing, off-site leasing and sales segments of the Company's markets in the
areas it currently operates. However, the Company's ability to continue to
compete favorably in each of its markets is dependent upon many factors,
including the market for used ocean-going shipping containers and the cost of
steel.
The Company believes that competition in each of its markets may
increase significantly in the future. It is possible that some such competitors
will have greater marketing and financial resources than the Company. As
competition increases, significant pricing pressure and reduced profit margins
may result. Prolonged price competition, along with other forms of competition,
could have a material adverse affect on the Company's business and results of
operations. See "Business-Competition."
Reliance on Key Employees
The Company is substantially dependent on the personal efforts and
abilities of Richard E. Bunger, the Company's founder and its Chairman, Steven
G. Bunger, the Company's President and Chief Executive Officer, and Lawrence
Trachtenberg, the Company's Executive Vice President and Chief Financial
Officer. The loss or unavailability of any of these officers or certain other
key employees for any significant period of time could have a material adverse
effect on the Company's business prospects or earning capacity.
Management Control
The Company's executive officers and directors as at October 20, 1997
own an aggregate of approximately 2,646,350 shares, or 38.3% of the outstanding
Common Stock. Richard E. Bunger, the Company's Chairman, beneficially owns
approximately 34.6% of the Common Stock outstanding. Consequently, the executive
officers and directors of the Company collectively, and Mr. Bunger individually,
have substantial influence in the election of all members of the Board of
Directors and therefor on the direction of the Company's business and affairs.
Anti-Takeover Considerations
At the Company's 1997 annual meeting in November 1997, the Company's
stockholders adopted a group of proposals, including amendments to the Company's
Certificate of Incorporation which could, together or separately, discourage
potential acquisition proposals, delay or prevent a change in control of the
Company, and limit the price that certain investors might be willing to pay in
the future for the Company's Common Stock. These proposals include a classified
board of directors and a provision barring shareholder action by written
consent. The Company is also subject to Section 203 of the Delaware General
Corporation Law, which may also inhibit a change in control of
11
<PAGE>
the Company. In addition, the provisions of certain executive employment
agreements and stock option agreements may result in economic benefits to the
holders thereof upon the occurrence of a change in control.
USE OF PROCEEDS
In the event that all of the Public Warrants are exercised, the Company
will receive maximum gross proceeds of $5,337,500 from the exercise of the
Public Warrants. Accordingly, the maximum net proceeds which the Company would
receive from such exercise, after deduction of expenses of approximately $30,000
incurred in connection with this Offering, would be approximately $5,307,500.
The Company intends to utilize the net proceeds of the Offering to repay a
portion of borrowings outstanding under the revolving credit line portion of the
Senior Credit Agreement, which borrowings totaled approximately $32.5 million at
October 20, 1997. Interest accrues on borrowings under the Senior Credit
Agreement at the Company's option at either prime plus 1.5% (10.0% per annum at
October 20, 1997) or the Eurodollar rate (as defined) plus 3% per annum.
On October 24, 1997, the last sale price quoted on Nasdaq for the
Common Stock was $6.25 per share. Although it is possible that the Warrants,
exercisable at $5.00 per share, may be exercised if the market price of the
Common Stock continued to exceed such exercise price prior to the February 17,
1998 expiration date of the Public Warrants, it is impossible to predict how
many of the Warrants will be exercised and the amount of the proceeds, if any,
realizable therefrom.
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<PAGE>
WARRANTHOLDERS
The 1,067,500 Warrant Shares offered hereby are issuable upon exercise
of the Public Warrants which were issued in the Company's Initial Public
Offering in 1994 and which are currently publicly traded on Nasdaq.
PLAN OF DISTRIBUTION
The Warrant Shares issuable upon exercise of the Public Warrants may be
distributed if, as and when such Public Warrants are exercised by the holders
thereof. The Company may solicit the exercise of the Public Warrants at any time
by reducing the exercise price of the Public Warrants. As of the date of this
Prospectus, the Company does not have the right to call the Public Warrants
because the Common Stock has not traded at or above $7.00 for at least 20
consecutive trading days.
The Company may engage one or more broker-dealers to solicit the
exercise of Public Warrants in compliance with the provisions of Regulation M
promulgated under the Exchange Act. The Company anticipates that it would pay
any such broker-dealer a fee of between 1% and 5% of the exercise price of the
Public Warrants solicited for exercise which are exercised.
The Warrant Shares offered hereby may be sold from time to time to
purchasers directly by the Warrantholders or by pledgees, donees, transferees or
other successors in interest, or in negotiated transactions and on Nasdaq
through brokers or dealers, or otherwise. Such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Warrantholders for whom such broker-dealers may act as agents or to whom they
sell as principal, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.
Alternatively, the Warrantholders may from time to time offer the
Warrant Shares offered hereby through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Warrantholders and/or the purchasers of Warrant Shares for
whom they may act as agents.
The Warrantholders and any underwriters, dealers or agents that
participate in the distribution of Warrant Shares offered hereby may be deemed
to be underwriters, and any profit on the sale of such Warrant Shares by them
and any discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of Warrant Shares is
made, to the extent required, a post-effective amendment to this Registration
Statement will be filed with the Commission which will set forth the aggregate
amount of Warrant Shares being offered and the terms of the offering, including
the name or names of any underwriters, dealers or agents, and discounts,
commissions and other items constituting compensation from the Warrantholders
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers.
The Warrant Shares offered hereby may be sold from time to time in one
or more transactions at market prices prevailing at the time of sale, at a fixed
offering price, which may be changed, at varying prices determined at the time
of sale or at negotiated prices. The Warrantholders will pay the commissions and
discounts of underwriters, dealers or agents, if any, incurred in connection
with the sale of the Warrant Shares.
The Company will not receive any proceeds from the sale of the Warrant
Shares issuable upon exercise of the Public Warrants. On the assumption that all
of the Public Warrants are exercised, the maximum net proceeds which the Company
would receive from such exercise, after deduction of expenses of this Offering,
would be approximately $5.3 million. See "Use of Proceeds." There can be no
assurance that any of the Public Warrants will be exercised.
DESCRIPTION OF THE PUBLIC WARRANTS
The Company issued the Public Warrants in connection with its 1994
initial public offering. Each Public Warrant entitles the holder thereof to
purchase one share of Common Stock, at $5.00 per share. The number of shares and
the exercise price are subject to adjustment upon the occurrence of certain
specified events. As of the date of this Prospectus, no such adjustment has been
required or made. The Public Warrants expire on February 17, 1998. The Company
has the right to redeem the Public Warrants at $.01 per share of Common Stock
subject to the Public Warrants at any time after the closing price of the Common
Stock has been $7.00 or more for at least 20 consecutive trading days. An
aggregate of 1,067,500 shares of Common Stock was issuable upon exercise of all
of the Public Warrants. The Public Warrants are quoted on the Nasdaq SmallCap
Market under the symbol "MINIW."
The Company issued to the underwriters of its initial public offering
unit warrants to purchase units comprised of an aggregate of 187,500 shares of
Common Stock and warrants to purchase an additional aggregate of 93,750 shares
of Common Stock. The unit warrants are exercisable at $12.00 per unit (each unit
being comprised of two shares of Common Stock and a warrant to purchase one
share of Common Stock), and the warrants included within the units are
exercisable at $5.00 per share of Common Stock. The warrants to purchase the
units, and the warrants included therein, expire on February 17, 1998. None of
such warrants are covered by this Prospectus.
DESCRIPTION OF COMMON STOCK AND OTHER SECURITIES
General
The Company's Certificate of Incorporation authorizes the issuance of
22,000,000 shares, consisting of 17,000,000 shares of Common Stock and 5,000,000
shares of preferred stock, par value $.01 per share. As of October 20, 1997, the
Company had 6,799,324 shares of Common Stock outstanding and no shares of
preferred stock outstanding. At October 20, 1997, the Company had reserved an
aggregate of 995,250 shares of Common Stock for issuance upon the exercise of
outstanding options, warrants and other rights to acquire shares of Common Stock
(excluding the 1,067,500 shares issuable upon exercise of the Public Warrants).
Common Stock
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of stockholders of the Company. In addition, such
holders are entitled to receive ratably such dividends,
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<PAGE>
if any, as may be declared from time to time by the Board of Directors out of
funds legally available therefor. In the event of the dissolution, liquidation
or winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of all liabilities of the Company.
All outstanding shares of Common Stock are fully paid and nonassessable.
The holders of Common Stock do not have any subscription, redemption or
conversion rights, nor do they have any preemptive or other rights to acquire or
subscribe for additional, unissued or treasury shares. Accordingly, if the
Company were to elect to sell additional shares of Common Stock following this
Offering, persons acquiring Common Stock in this Offering would have no right to
purchase additional shares, and as a result, their percentage equity interest in
the Company would be reduced.
Pursuant to the Company's Bylaws, except for any matters which,
pursuant to the Delaware General Corporation Law ("Delaware Law"), require a
greater percentage vote for approval, the holders of one-third of the
outstanding Common Stock, if present in person or by proxy, are sufficient to
constitute a quorum for the transaction of business at meetings of the Company's
stockholders. Holders of shares of Common Stock are entitled to one vote per
share on all matters submitted to the vote of Company stockholders. Except as to
any matters which, pursuant to Delaware Law, require a greater percentage vote
for approval, the affirmative vote of the holders of a majority of the Common
Stock present in person or by proxy at any meeting (provided a quorum as
aforesaid is present thereat) is sufficient to authorize, affirm or ratify any
act or action, including the election of directors.
The holders of Common Stock do not have cumulative voting rights.
Accordingly, the holders of more than half of the outstanding shares of Common
Stock can elect all of the Directors to be elected in any election, if they
choose to do so. In such event, the holders of the remaining shares of Common
Stock would not be able to elect any Directors. The Board is empowered to fill
any vacancies on the Board created by the resignation, death or removal of
Directors.
In addition to voting at duly called meetings at which a quorum is
present in person or by proxy, Delaware Law and the Company's Bylaws provide
that stockholders may take action without the holding of a meeting by written
consent or consents signed by the holders of a majority of the outstanding
shares of the capital stock of the Company entitled to vote thereon. Prompt
notice of the taking of any action without a meeting by less than unanimous
consent of the stockholders will be given to those stockholders who do not
consent in writing to the action. The purposes of this provision are to
facilitate action by stockholders and to reduce the corporate expense associated
with annual and special meetings of stockholders. Pursuant to the rules and
regulations of the Commission, if stockholder action is taken by written
consent, the Company will be required to send to each stockholder entitled to
vote on the matter acted on, but whose consent was not solicited, an information
statement containing information substantially similar to that which would have
been contained in a proxy statement. The Board of Directors intends to place
before the Company's stockholders at the Company's 1997 annual meeting a
proposal that would amend the Company's Bylaws and Certificate of Incorporation
to prohibit shareholder action by written consent.
Preferred Stock
The Company is authorized to issue up to 5,000,000 shares of preferred
stock, $.01 par value per share ("Preferred Stock"), 50,000 of which were
designated as Series A Convertible Preferred Stock during December 1995 and
issued for consideration of $100 per share. All of the outstanding shares of the
Series A Convertible Preferred Stock were converted according to their terms
into an aggregate of 1,904,324 shares of Common Stock during the first quarter
of 1996, at which time all such shares of the Series A Convertible Preferred
Stock became authorized but unissued shares of Preferred Stock which may be
reissued.
Under the Company's Certificate of Incorporation, shares of Preferred
Stock may, without any action by the stockholders of the Company, be issued by
the Board of Directors of the Company from time to time in one or more series
for such consideration and with such relative rights, privileges and preferences
as the Board may determine. Accordingly, the Board has the power, without
stockholder approval, to fix the dividend rate and to establish the provisions,
if any, relating to voting rights, redemption rate, sinking
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<PAGE>
fund, liquidation preferences and conversion rights for any series of Preferred
Stock issued in the future, which could adversely affect the voting power or
other rights of the holders of the Common Stock.
It is not possible to state the actual effect of the authorization of
the Preferred Stock upon the rights of the holders of the Common Stock until the
Board determines the specific rights of the holders of any series of preferred
Stock. The Board's authority to issue Preferred Stock provides a convenient
vehicle in connection with possible acquisitions and other corporate purposes,
but could have the effect of making it more difficult for a person or group to
gain control of the Company. The Company has no present plans to issue any
shares of Preferred Stock.
Classified Board Of Directors And Related Provisions
The Company's Board of Directors has proposed that the Company's
stockholders adopt at the Company's 1997 annual meeting of stockholders
(scheduled to be held on November 12, 1997) an amendment to the Company's
Certificate of Incorporation to provide for a classified board of directors. The
amendment provides that the Board of Directors be divided into three classes,
and that the directors serve staggered terms of three years each. The purpose of
the classified board is to promote conditions of continuity and stability in the
composition of the Board of Directors and in the policies formulated by the
Board of Directors, by insuring that in the ordinary course, at least two-thirds
of the directors will at all times have at least one year's experience as
directors. However, the classified board structure may prevent stockholders who
do not approve of the policies of the Board of Directors from removing a
majority of the Board of Directors at a single annual meeting, because it will
normally take two annual meetings of stockholders to elect a majority of the
Board.
Delaware Anti-Takeover Law
Section 203 of the Delaware Law prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) prior to the date
of the business combination, the transaction is approved by the board of
directors of the corporation, (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or (iii) on or
after such date, the business combination is approved by the board of directors
and by the affirmative vote of at least 66 2/3% of the outstanding voting stock
that is not owned by the interested stockholder. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person, who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock.
15
<PAGE>
Transfer Agent and Public Warrant Agent
The transfer agent for the Common Stock and the Warrant Agent for the
Public Warrants is Harris Trust and Savings Bank.
16
<PAGE>
LEGAL MATTERS
The validity of the Common Stock issuable upon exercise of the Public
Warrants will be passed upon for the Company by Bryan Cave LLP, Phoenix,
Arizona.
EXPERTS
The consolidated financial statements and schedule of the Company and
its subsidiaries as of December 31, 1995 and 1996 and for each of the three
years in the period ended December 31, 1996 incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
17
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-12804)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (filed with the Commission on March
31, 1997), and the following amendments thereto: Amendment No.
1 dated April 29, 1997 (filed with the Commission on April 29,
1997), Amendment No. 2 dated June 15, 1997 (filed with the
Commission on June 26, 1997), and Amendment No. 3 dated August
21, 1997 (filed with the Commission on August 21, 1997);
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1996,
consisting of the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1997 (filed with the
Commission on May 15, 1997) June 30, 1997 (filed with the
Commission on August 14, 1997), and September 30, 1997 (filed
with the Commission on October 31, 1997); and
3. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, dated February 9, 1994, as
amended by Amendment No. 1 dated February 16, 1994.
All other documents filed by the Company pursuant to Sections 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 made hereby shall be deemed
incorporated by reference in this Prospectus 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 herein by reference, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified shall not
be deemed to constitute a part of this Prospectus except as so modified, and any
statement so superseded shall not be deemed to constitute a part of this
Prospectus.
18
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<TABLE>
<S> <C>
================================================== ===============================================
No dealer, salesperson or other person has been
authorized to give any information or to make any 1,067,500
representation other than those contained in this Shares of Common Stock
Prospectus in connection with the offer made by
this Prospectus, and, if given or made, must not mobile mini, inc.
be relied upon as having been authorized by the
Company or the Underwriter. This Prospectus does
not constitute an offer to sell or a solicitation Issuable Upon Exercise of
of an offer to buy any securities other than the Common Stock Purchase Warrants
registered securities to which it relates or an Shares of Common Stock
offer to or solicitation of any person in any
jurisdiction where such an offer or solicitation
would be unlawful. Neither the delivery of this
Prospectus at any time nor any sale made hereunder
shall, under any circumstances, create any
implication that the information herein contained
is correct as of any time subsequent to the date
of this Prospectus.
_________________
__________________________
TABLE OF CONTENTS
PROSPECTUS
Available Information .........................
Summary ....................................... __________________________
Risk Factors ..................................
Use of Proceeds ...............................
Warrantholders.................................
Plan of Distribution ..........................
Description of the Public Warrants.............
Description of Common Stock and Other
Securities ..................................
Legal Matters .................................
Experts .......................................
Incorporation of Certain Documents by
Reference ...................................
_________, 1997
================================================== ===============================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company estimates that expenses in connection with the offering
described in this registration statement (other than underwriting and brokerage
discounts, commissions and fees and legal fees incurred by the Warrantholders,
if any, payable by such Warrantholders) will be as follows:
Securities and Exchange Commission registration fee $ 0
Legal fees and expenses 15,000
Accounting fees and expenses 15,000
-------
Total $30,000
=======
All amounts except the Securities and Exchange Commission registration
fee (which was paid in connection with prior filings) are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and Bylaws provide that the
Company will indemnify its directors and executive officers and may indemnify
its other officers, employees and other agents to the fullest extent permitted
by Delaware law. Pursuant to these provisions, the Company intends to enter into
indemnity agreements with each of its directors and executive officers.
In addition, the Company's Certificate of Incorporation provides that,
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Company and its stockholders. This provision in the Certificate
of Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under Delaware law. Each director
will be subject to liability for breach of the director's duty of loyalty to the
Company, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the director
believes to be contrary to the best interests of the Company or its
stockholders, for any transaction from which the director derived an improper
personal benefit, for acts or omissions involving a reckless disregard for the
director's duty to the Company or its stockholders when the director was aware
or should have been aware of a risk of serious injury to the Company or its
stockholders, for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the Company
or its stockholders, for improper transactions between the director and the
Company and for improper distributions to stockholders and loans to directors
and officers. This provision also does not affect a director's responsibilities
under any other laws, such as the federal securities laws or state or federal
environmental laws.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Form of Warrant Agreement.(1)
4.2 Form of Underwriter Warrant.(1)
4.3 Specimen Form of Common Stock Certificate. (1)
II-1
<PAGE>
4.4 Specimen Form of Warrant Certificate. (1)
5.1 Opinion of Bryan Cave LLP. (3)
23.1 Consent of Bryan Cave LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney(2)
- --------------------
(1) Incorporated by reference, filed as an exhibit to the Company's
Registration Statement on Form SB-2, SEC File No. 33-71528-LA.
(2) Included on the signature page of the Registration Statement, previously
filed.
(3) Previously filed.
ITEM 17. UNDERTAKINGS.
I. Rule 415 Offerings:
(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 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii)
do not apply if this Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in this 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; and
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
II. Filings Incorporating Subsequent Exchange Act Documents by Reference:
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tempe, Arizona, on this 26th day of November, 1997.
MOBILE MINI, INC.
By:/s/Steven G. Bunger
-------------------------------------
Steven G. Bunger,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this to Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Steven G. Bunger President, Chief Executive Officer November 26, 1997
- ------------------------- Executive Officer and Director
Steven G. Bunger (principal executive officer)
/s/ Lawrence Trachtenberg Executive Vice President, Chief November 26, 1997
- ------------------------- Financial Officer and Director
Lawrence Trachtenberg (principal financial and accounting officer)
* Chairman of the Board November 26, 1997
- -------------------------
Richard E. Bunger
* Director November 26, 1997
- -------------------------
George Berkner
* Director November 26, 1997
- -------------------------
Ronald J. Marusiak
* = s/ Lawrence Trachtenberg
------------------------
Lawrence Trachtenberg,
Attorney-In-Fact
II-3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 24, 1997
(except with respect to the matter discussed in Note 1 - Restatement, as to
which the date is August 7, 1997), included in Mobile Mini, Inc's Form 10-K/A-3
for the year ended December 31, 1996, and to all references to our firm included
in this registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
November 26, 1997
