<PAGE> 1
As filed with the Securities and Exchange Commission on September 3, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MOBILE MINI, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 86-0748362
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
MOBILE MINI, INC. AMENDED AND RESTATED
1994 STOCK OPTION PLAN
(Full title of the plan)
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
BRYAN CAVE LLP
TWO NORTH CENTRAL AVENUE, SUITE 2200
PHOENIX, ARIZONA 85004
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
To Be Registered be Registered Per Share * Price * Registration Fee
- ---------------- ------------- ----------- ------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 450,000 shares $18.125 $8,156,250 $2,267.45
par value $.01 per share
</TABLE>
* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
Act of 1933, on the basis of the average of the high and low prices for
shares of Common Stock on September 1, 1999.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is solely for the registration of additional shares
of common stock of Mobile Mini, Inc. for issuance under the Mobile Mini, Inc.
Amended and Restated 1994 Stock Option Plan (the "Plan"). Therefore, pursuant to
General Instruction E. to Form S-8, the contents of the earlier registration
statement relating to the Plan (No. 333-41495) are incorporated by reference
into this Registration Statement.
Item 8. Exhibits.
Exhibit Number Description
- -------------- -----------
4 Mobile Mini, Inc. Amended and Restated 1994 Stock Option Plan
(as amended through October 2, 1999)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (Contained within Signature Page)
<PAGE> 3
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 Tempe, State of Arizona, on this 3rd day of
September, 1999.
MOBILE MINI, INC.
By: /s/ Steven G. Bunger
-----------------------------------------
Steven G. Bunger,
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby authorizes Lawrence Trachtenberg as his
attorney-in-fact to execute in the name of each such person and to file such
amendments (including post-effective amendments) to this registration statement
as the Registrant deems appropriate and appoints such person as attorney-in-fact
to sign on his behalf amendments, exhibits, supplements and post-effective
amendments to this Registration Statement.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Steven G. Bunger President, Chief Executive Officer September 3, 1999
- --------------------------------- and Director
Steven G. Bunger (principal executive officer)
/s/ Lawrence Trachtenberg Executive Vice President, Chief September 3, 1999
- --------------------------------- Financial Officer and Director
Lawrence Trachtenberg (principal financial officer)
/s/ Deborah K. Keeley Vice President and Controller September 3, 1999
- --------------------------------- (principal accounting officer)
Deborah K. Keeley
/s/ Richard E. Bunger Chairman of the Board and Director September 3, 1999
- --------------------------------- of Product Research and Market
Richard E. Bunger Development
/s/ George E. Berkner Director September 3, 1999
- ---------------------------------
George E. Berkner
/s/ Ronald J. Marusiak Director September 3, 1999
- ---------------------------------
Ronald J. Marusiak
/s/ Stephen A McConnell Director September 3, 1999
- ---------------------------------
Stephen A McConnell
</TABLE>
<PAGE> 4
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4 Mobile Mini, Inc. Amended and Restated 1994 Stock Option Plan
(as amended through October 2, 1999)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (Contained within Signature Page)
<PAGE> 1
EXHIBIT 4
MOBILE MINI, INC.
AMENDED AND RESTATED
1994 STOCK OPTION PLAN
(AS AMENDED THROUGH OCTOBER 2, 1998)
1. PURPOSE OF PLAN.
(a) General Purpose. The purpose of this Plan ("Plan") is to further
the interests of Mobile Mini, Inc., a Delaware corporation (the "Corporation"),
and its stockholders by providing an incentive based form of compensation to the
directors, officers, other key employees of the Corporation and providers of
various services to the Corporation, by offering such persons a proprietary
interest in its business and an increased personal interest in its continued
success and progress and by providing an additional inducement to remain in the
Corporation's employ.
(b) Types of Awards. The Plan provides for the grant by the Corporation
of options to purchase shares of Common Stock. Options granted under the Plan
may be intended to qualify as an "incentive stock option" as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), and any grant
of such an option shall clearly specify that such option is intended to so
qualify. If no such specification is made, an option granted hereunder shall not
be intended qualify as an "incentive stock option."
(c) Adoption of and Amendments to the Plan. The Plan was initially
adopted by the Board of Directors of the Corporation (the "Board") in August
1994 and approved by the stockholders at the Corporation's 1994 annual meeting.
In July 1996 the Board adopted an amendment to the Plan to increase from 343,125
to 543,125 the number of shares of the Corporation's common stock, $.01 par
value (the "Common Stock"), issuable pursuant to options granted under the Plan,
and the stockholders approved the amendment at the Corporation's 1996 annual
meeting. On July 1, 1997, the Board adopted further amendments to the Plan,
including amendments (i) increasing to 750,000 the number of shares of Common
Stock issuable pursuant to options granted under the Plan, (ii) increasing from
3,000 to 7,500 the number of shares of Common Stock subject to options granted
automatically to non-employee directors of the Corporation on each August 1,
commencing August 1, 1997, and eliminating any limitation on the aggregate
maximum number of shares that could be subject to options automatically granted,
and (iii) limiting to 150,000 the maximum number of shares of Common Stock that
may be granted to any salaried employee of the Corporation in any calendar year,
in order to comply with Section 162(m) of the Code. Such amendments were
approved by the stockholders on November 12, 1997, at the Corporation's 1997
annual meeting. In August 1998 the Board adopted further amendments to the Plan
to increase from 750,000 to 1,200,000 the number of shares of Common Stock
issuable under the Plan. Such amendment was approved by the stockholders on
October 2, 1998 at the Corporation's 1998 annual meeting. This document
<PAGE> 2
incorporates all amendments to the Plan which have been approved by the Board
and the stockholders through October 2, 1998.
2. STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN.
(a) Description of Stock and Maximum Shares Allocated. The stock
subject to the provisions of the Plan and issuable upon exercise of options or
awarded as Restricted Stock under the Plan are shares of the Corporation's
Common Stock, which may be either unissued or treasury shares, as the Board may
from time to time determine. Subject to adjustment as provided in Section 8, the
aggregate number of shares of Common Stock covered by the Plan and issuable upon
exercise of all options granted hereunder shall be 1,200,000 shares; provided,
however, that in no event shall options to purchase more than 150,000 shares of
Common Stock be granted to any salaried employee of the Company in any one year.
(b) Restoration of Unpurchased Shares. If an option expires or
terminates for any reason prior to its exercise in full and before the term of
the Plan expires, but not issued under, such option and such forfeited shares
shall again be available for other options or Restricted Stock awards granted or
awarded under the Plan.
3. ADMINISTRATION; AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS.
(a) Administration by Committee.
(i) The Plan shall be administered by a committee of not less
than two persons that also serve on the Board (the "Compensation
Committee"), with full power to administer the Plan, to interpret the
Plan and to establish and amend rules and regulations for its
administration. All members of the Compensation Committee shall be a
Non-Employee Director within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and an Outside Director within the meaning of Section 162(m) of
the Code and the regulations thereunder.
(ii) Without limiting the generality of the Compensation
Committee's authority, it shall have the authority to take the
following actions:
(1) To interpret this Plan and to apply its
provisions;
(2) To adopt, amend or rescind rules, procedures and
forms relating to this Plan;
(3) To authorize any person to execute, on behalf of
the Company, any instrument required to carry out the purposes
of this Plan;
(4) To determine when Plan awards are to be granted
under this Plan;
(5) To select the optionees and participants;
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<PAGE> 3
(6) To determine the number of shares to be made
subject to each Plan award;
(7) To prescribe the terms, conditions and
restrictions of each Plan award, including without limitation,
the exercise price, the vesting schedule and the determination
whether an option is to be classified as an incentive stock
option or a nonstatutory option;
(8) To amend any outstanding stock option agreement
(other than the exercise price) or the terms, conditions and
restrictions of a grant of Restricted Stock, subject to
applicable legal restrictions and the consent of the optionee
or participant, as the case may be, who entered into such
agreement, or accelerate the vesting of any Plan award;
(9) To establish procedures so that an optionee may
obtain a loan through a registered broker-dealer under the
rules and regulations of the Federal Reserve Board, for the
purpose of exercising an option;
(10) To establish procedures for an optionee (A) to
have withheld from the total number of shares to be acquired
upon the exercise of an option that number of shares having a
Fair Market Value, which together with such cash as shall be
paid in respect of fractional shares, shall equal the exercise
price, and (B) to exercise a portion of an option by
delivering that number of shares already owned by an optionee
having a Fair Market Value which shall equal the partial
exercise price and to deliver the shares thus acquired by such
optionee in payment of shares to be received pursuant to the
exercise of additional portions of the option, the effect of
which shall be that an optionee can in sequence utilize such
newly acquired shares in payment of the exercise price of the
entire option, together with such cash as shall be paid in
respect of fractional shares;
(11) To establish procedures whereby a number of
shares may be withheld from the total number of shares to be
issued upon exercise of an option, to meet the obligation of
withholding for federal and state income and other taxes, if
any incurred by the optionee upon such exercise; and
(12) To take any other actions deemed necessary or
advisable for the administration of this Plan.
(iii) The interpretation and construction by the Compensation
Committee of the terms and provisions of this Plan and of the agreements
governing options and rights granted under the Plan shall be final and
conclusive except for the grant of options or payment of cash to the members of
the Compensation Committee which shall be governed by the Board. No member of
the Compensation Committee shall be liable for any action taken or determination
made in good faith.
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<PAGE> 4
(b) Automatic Grants.
(i) Effective August 1, 1997 and on each August 1
thereafter throughout the term of this Plan, each member of
the Compensation Committee, and each other Director of the
Corporation who is not an employee of the Corporation, shall
be granted an option to purchase 7,500 shares of Common Stock
at 100% of the Fair Market Value per share as of the date of
such grant. Such option shall vest and be non-forfeitable in
the amount of 625 shares per month commencing on August 31 in
the year of grant and in the amount of 625 shares on the last
day of each month thereafter; provided the person receiving
such option remains a member of the Board. Any option granted
under this Section 3(b) shall (A) be exercisable immediately
in whole or in part upon the vesting thereof, (B) if not
otherwise forfeited or terminated hereunder, expire if not
exercised prior to 5:00 p.m. Mountain Standard Time on the day
preceding the tenth anniversary of the effective date of grant
of such option and (C) be subject to all terms and provisions
of this Plan.
(ii) In lieu of the grant of the option under Section
3(b), a member of the Board who is not an employee of the
Corporation may elect to be compensated in cash in the amount
of $3,000 per annum, which amount will be payable in the
amount of $250 per month commencing August 31, 1997 and on the
last day of each month thereafter until paid in full, so long
as such person remains a member of the Board.
(c) Ratification by Compensation Committee. The Board may act in lieu
of the Compensation Committee in administering, granting options under,
construing and interpreting the Plan contingent upon and subject to ratification
by the Compensation Committee.
4. PARTICIPANTS; DURATION OF PLAN.
(a) Eligibility and Participation. Options may be granted only to
persons who at the time of grant are directors, key executive employees, key
managerial employees, or key supervisory employees of the Corporation or to such
other persons which provide services to the Corporation as determined by the
Board, whether or not such persons are also members of the Board; provided,
however, that no incentive stock option may be granted to a director of the
Corporation unless such person is also a key executive employee, key managerial
employee, or key supervisory employee of the Corporation.
(b) Allotment. The Board shall determine the aggregate number of shares
of Common Stock which may be optioned or awarded as shares of Restricted Stock
from time to time but the Compensation Committee shall have sole authority to
determine the number of shares and the recipient thereof at any time. The
Compensation Committee shall not be required to grant or award all options
allocated by the Board for any given period, in its sole and exclusive
discretion. The grant of an option to any person shall neither entitle such
individual to, nor disqualify such individual from, participation in any other
grant or award under the Plan. The grant of an option shall not give any
recipient any right to continued employment by the Corporation or any
subsidiary.
4
<PAGE> 5
5. TERMS AND CONDITIONS OF OPTIONS AND RIGHTS.
(a) Individual Agreements. Options granted under the Plan shall be
evidenced by agreements in such form as the Board from time to time approves,
which agreements shall substantially comply with and be subject to the terms of
the Plan, including the terms and conditions of this Section 5.
(b) Required Provisions. Each agreement shall state (i) the total
number of shares to which it pertains, (ii) the exercise price for the shares
covered by the option, (iii) the time at which the option becomes exercisable,
(iv) the scheduled expiration date of the option, (v) the vesting period(s) for
such options, and (vi) the timing and conditions of issuance of any stock
receivable upon exercise.
(c) Option Exercise Price. Upon the grant of any option, the
Compensation Committee shall specify the exercise price for the shares issuable
upon its exercise. In no event may an option exercise price per share be less
than 100% of the fair market value per share of the Corporation's Common Stock
on the date such option or right is granted. Fair market value ("Fair Market
Value") on any particular day shall be determined as follows:
(i) If the shares of Common Stock are listed or admitted to
trading on any securities exchange, the fair market value shall be the
closing sales price on such day on the new York Stock Exchange or, if
the shares are not then listed or admitted to trading on the New York
Stock Exchange, on such other securities exchange on which such stock
is then listed or admitted to trading or, if no sale takes place on
such day on any such exchange, on the next preceding day on which sales
occur;
(ii) If the shares of Common Stock are then listed or admitted
to trading on any securities exchange, the fair market value shall be
the closing sales price on such day or, if no sale takes place on such
day, on the next preceding day on which sales occur in the
over-the-counter market as furnished by the national Association of
Securities Dealers Automated Quotations ("NASDAQ"), or if NASDAQ at the
time is not engaged in the business of reporting such prices, as
furnished by any similar firm then engaged in such business and
selected by the Board; or
(iii) If the shares of Common Stock are not then listed or
admitted to trading in the over-the-counter market, the fair market
value shall be the amount determined by the Board in a manner
consistent with Treasury Regulation Section 20.2031-2 promulgated under
the Code or such other manner prescribed by the Secretary of the
Treasury or the Internal Revenue Service.
(d) Period. No option granted under the Plan shall be exercisable for a
period in excess of ten years from the date of its grant, subject to earlier
termination in the event of termination of employment, retirement or death of
the holder as provided in Section 6 or otherwise set forth in the agreement
granting the option. An option may be exercised in full or in part at any time
or from time to time during the term thereof, or provide for its exercise in
stated installments at stated times during such term.
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<PAGE> 6
(e) No Fractional Shares. Options shall be granted and exercisable only
for whole shares; no fractional shares will be issuable upon exercise of any
option granted under the Plan.
(f) Method of Exercising Option. Options be exercised by written notice
to the Corporation, addressed to the Corporation at its principal place of
business. Such notice shall state the election to exercise the option and the
number of shares with respect to which it is being exercised, and shall be
signed by the person exercising the option. Such notice shall be accompanied (i)
by the certificate described in Section 9(b) (if required), and (ii) by payment
in full of the exercise price for the number of shares being purchased. Payment
may be made in cash or by bank cashier's check or by tendering duly endorsed
certificates for shares of the Corporation's Common Stock then owned by the
optionholder. The Corporation shall deliver a certificate or certificates
representing the option shares to the purchaser as soon as practicable after
payment for those shares has been received. If an option is exercised pursuant
to Section 6(c) by any person other than the optionholder, such notice shall be
accompanied by appropriate proof of the right of such person to exercise the
option. All shares that are purchased and paid for in full upon the exercise of
an option shall be fully paid and non-assessable.
(g) No Rights of a Stockholder. An optionholder shall have no rights as
a stockholder with respect to shares covered by an option. No adjustment will be
made for dividends with respect to an option for which the record date is prior
to the date a stock certificate is issued upon exercise of an option. Upon
exercise of an option, the holder of the shares of Common Stock so received
shall have all rights of a stockholder of the Corporation as of the date of
issuance.
(h) Compliance with Law. No shares of Corporation Common Stock shall be
issued or transferred upon the exercise of any option unless and until the
following occurs;
(i) All legal requirements applicable to the issuance or
transfer of such shares have been complied with; and
(ii) All requirements of any national securities exchange or
association upon which the shares are listed, traded or quoted have
been met, in each case to the satisfaction of the Board and free of any
conditions unacceptable to the Compensation Committee. The Compensation
Committee shall have the right to condition the issuance of any shares
made to any person hereunder on such person's undertaking in writing to
comply with such restrictions on his or her subsequent disposition of
such shares as the Compensation Committee shall deem necessary or
advisable as a result of any applicable law, regulation or official
interpretation thereof, and a legend may be placed on the certificates
representing such shares to reflect any such restriction.
(i) Other Provisions. The option agreements may contain such other
provisions as the Board deems necessary to effectuate the sense and purpose of
the Plan, including covenants on the holder's part not to compete and remedies
to the Corporation in the event of the breach of any such covenant.
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<PAGE> 7
6. TERMINATION OF EMPLOYMENT; ASSIGNABILITY; DEATH.
(a) Termination of Employment. If any optionholder ceases to be a
director or employee of the Corporation, or ceases to render services pursuant
to a consulting, management or other agreement, other than for death, disability
or discharge for cause, such holder (or its successors in the case of the
holder's death after the termination of employment or directorship) may, within
three months after the date of termination, but in no event after the stated
expiration date, purchase some or all of the shares with respect to which such
optionholder was entitled to exercise such option or exercise the rights which
such rightholder held, on the date such employment or directorship terminated
and the option shall thereafter be void for all purposes. Any termination of an
agreement pursuant to which services are rendered to the Corporation by any
party who is an optionholder, without a renewal of that agreement or entry into
a similar successor agreement, may be treated as a termination of the employment
of the third party.
(b) Assignability. No option granted under the Plan or the privileges
conferred thereby shall be assignable or transferable by a holder other than by
will or the laws of descent and distribution, and such option shall be
exercisable by such holder during the lifetime of the holder only.
(c) Disability. If the employment or directorship of the optionholder
is terminated due to disability, the optionholder may exercise the options, in
whole or in part, to the extent they were exercisable on the date when the
optionholder's employment or directorship terminated, at any time prior to the
expiration date of the options or within one year of the date of termination of
employment or directorship, whichever is earlier.
(d) Discharge for Cause. If the employment or directorship of the
optionholder with the Corporation is terminated due to discharge for cause, the
options shall terminate upon receipt by the optionholder of notice of such
termination or the effective date of the termination, whichever is earlier.
Discharge for cause shall include discharge for personal dishonesty, willful
misconduct in performance of duties, failure, impairment or inability to perform
required duties, inefficiencies or omissions in performing required duties,
breach of fiduciary duty or conviction of any felony or crime of moral
turpitude. The Compensation Committee shall have the sole and exclusive right to
determine whether the optionholder has been discharged for cause for purposes of
the Plan and the date of such discharge.
(e) Death of Holder. If optionholder dies while in the Corporation's
employ, an option shall be exercisable until the stated expiration date thereof
by the person or persons ("successors") to whom the holder's rights pass under
will or by the laws of descent and distribution, but only to the extent that the
holder as entitled to exercise the option at the date of death. An option may be
exercised (and payment of the option price made in full) by the successors only
after written notice to the Corporation, specifying the number of shares to be
purchased or rights to be exercised. Such notice shall comply with the
provisions of Section 5(e), and shall be accompanied by the certificate required
by Section 8(b).
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<PAGE> 8
7. CERTAIN ADJUSTMENTS.
(a) Capital Adjustments. Except as limited by Section 422 of the Code,
the aggregate number of shares of Common Stock subject to the Plan, the number
of shares covered by outstanding options, and the price per share stated in such
options shall be proportionately adjusted for any increase or decrease in the
number of outstanding shares of Common Stock of the Corporation resulting from a
subdivision or consolidation of shares or any other capital adjustment or the
payment of a stock dividend or any other increase or decrease in the number of
such shares effected without receipt by the Corporation of consideration
therefor in money, services or property.
(b) Mergers, Etc. Except as limited by the provisions of Section 422 of
the Code, if the Corporation is the surviving corporation in any merger or
consolidation, any option granted under the Plan shall pertain to and apply to
the securities to which a holder of the number of shares of Common Stock subject
to the option would have been entitled. A dissolution or liquidation of the
Corporation shall cause every option outstanding hereunder to terminate and all
outstanding Restricted Stock to vest, unless specifically provided otherwise by
the Board. A merger or consolidation in which the Corporation is not the
surviving corporation shall cause every option outstanding hereunder to
terminate, unless specifically provided otherwise by the Board, but each holder
shall have the right immediately prior to a merger or consolidation in which the
Corporation is not the surviving corporation, to exercise such option in whole
or in part without regard to any vesting requirements or installment provisions
contained in the option agreement; provided that if the number of shares
qualified as being issued under an incentive stock option plan at a similar
price is afforded a holder under this Plan, subject to proportional adjustment
pursuant to the merger or consolidation agreement then such incentive stock
options outstanding hereunder may, but shall not be required to, be terminated.
8. DELIVERY OF STOCK; LEGENDS; REPRESENTATIONS.
(a) Legend on Certificates. Subject to Section 8(c), all certificates
representing shares of Common Stock issued upon exercise of options granted
under the Plan shall be endorsed with a legend reading as follows:
The shares of Common Stock evidenced by this
certificate have been issued to the registered owner in
reliance upon written representations that these shares have
been purchased solely for investment. These shares may not be
sold, transferred or assigned unless in the opinion of the
Corporation and its legal counsel such sale, transfer or
assignment will not be in violation of the Securities Act of
1933, as amended, and the Rules and Regulations thereunder.
(b) Private Offering for Investment Only. The options are and shall be
made available only to a limited number of present and future key executives and
key employees who have knowledge of the Corporation's financial condition,
management and its affairs. The Plan is not intended to provide additional
capital for the Corporation, but to encourage stock ownership among the
Corporation's key personnel. By the act of accepting an option, each
optionholder
8
<PAGE> 9
agrees (i) that, if he or his successors exercise his option, he or his
successors will purchase the subject shares solely for investment and not with
any intention at such time to resell or redistribute those shares, and (ii) that
he or his successors will confirm such intention by an appropriate certificate
at the time the option is exercised. However, the neglect or failure to execute
such a certificate shall not limit or negate the foregoing agreement.
(c) Registration Statement. If a Registration Statement covering the
shares of Common Stock issuable upon exercise of options granted under the Plan
is filed under the Securities Act of 1933, as amended, and is declared effective
by the Securities and Exchange Commission, the provisions of Section 8(a) and
8(b) shall terminate during the period that the Registration Statement, as
periodically amended, remains effective.
9. APPLICATION OF FUNDS.
The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of options may be used for general corporate purposes.
10. TERM OF PLAN; EFFECT OF AMENDMENT OR TERMINATION.
(a) Term. This Plan shall continue in effect for a term of ten (10)
years unless sooner terminated under this Section 10.
(b) Amendments to Plan. The Compensation Committee may, without action
on the part of the stockholders of the Corporation, make such amendments to,
changes in and additions to the Plan as it may, from time to time, deem proper
and in the best interests of the Corporation; provided that the Compensation
Committee may not, without consent of the optionholder, take any action which
disqualifies any option granted under the Plan as an incentive stock option for
treatment as such or which affects or impairs the rights of the holder of any
option outstanding under the Plan, and further provided that, except as provided
in Section 8, the Board may not, without the approval of the Corporation's
stockholders, (i) increase the aggregate number of shares of Common Stock
subject to the Plan, (ii) change the class of persons eligible to receive
options, (iii) modify the period within which options may be granted, (iv)
modify the period within which options may be exercised, the exercise price or
the terms upon which options may be exercised, or (iv) increase the material
benefits accruing to participants under the Plan to the extent that stockholder
approval is required by applicable law or regulation.
(c) Effect of Termination. In the event this Plan is terminated, no
shares shall be issued under this Plan, except upon exercise of an option
granted prior to such termination. The termination of this Plan, or any
amendment thereof, shall not affect any shares previously issued to a
participant, any option previously granted under this Plan.
11. GOVERNING LAW.
THIS PLAN AND ANY AND ALL STOCK OPTION AGREEMENTS SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES.
9
<PAGE> 1
EXHIBIT 5.1
BRYAN CAVE LLP
Two North Central Avenue
Suite 2200
Phoenix, Arizona 85004
September 3, 1999
Mobile Mini, Inc.
1834 West Third Street
Tempe, Arizona 85281
Dear Sirs:
We are acting as counsel to Mobile Mini, Inc. (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), covering
450,000 shares (the "Shares") of the Company's common stock, par value $.01 per
share (the "Common Stock") to be issued and sold upon the exercise of stock
options granted under the Mobile Mini, Inc. Amended and Stated 1994 Stock Option
Plan (the "Plan").
We have examined a copy of the Plan, and the originals, or certified,
conformed or reproduction copies, of all such records, agreements, instruments
and documents as we have deemed relevant or necessary as the basis for the
opinion hereinafter expressed. In all such examinations, we have assumed the
genuineness of all signatures on original or certified copies and the conformity
to original or certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to such opinion,
we have relied upon, and assumed the accuracy of, certificates and oral or
written statements and other information of or from public officials, officers
or representatives of the Company, and others.
Based upon the foregoing, we are of the opinion that when the Shares
are issued, sold and paid for in the manner prescribed in the Plan, the Shares
will be validly issued, fully paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
BRYAN CAVE LLP
<PAGE> 1
EXHIBIT 23.1
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 February 12, 1999,
included in Mobile Mini, Inc.'s Form 10-K for the year ended December 31, 1998
and to all references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
August 31, 1999.
