<PAGE> 1
As filed with the Securities and Exchange Commission on August 17, 2000
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 of Incorporation) (I.R.S. Employer
Identification No.)
7420 South Kyrene Road
Tempe, Arizona 85283
(Address of Principal Executive Offices)
Mobile Mini, Inc.
1999 Stock Option Plan
(Full Title of Plan)
Lawrence Trachtenberg
Executive Vice President and Chief Financial Officer
Mobile Mini, Inc.
7420 South Kyrene Road
Tempe, Arizona 85283
(Name and Address of Agent for Service)
(480) 894-6311
(Telephone Number, Including Area Code of Agent for Service)
Copy to:
Ronald C. Williams, Esq.
Bryan Cave LLP
Two North Central Avenue, Suite 2200
Phoenix, Arizona 85004
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 shares $ 17.563 $ 8,781,500 $ 2,319
</TABLE>
(1) Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
1933, as amended, the proposed maximum offering price per share and the
proposed maximum aggregate offering price have been determined on the
basis of the average of the high and low prices of the Common Stock on
the Nasdaq National Market on August 15, 2000.
<PAGE> 2
PART I
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to eligible employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or Program are available without charge by contacting:
Secretary
Mobile Mini, Inc.
7420 South Kyrene Road
Tempe, Arizona 85283
(480) 894-6311
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to 500,000 shares of
Common Stock, par value $.01, of Mobile Mini, Inc. ("Registrant" or "Company")
being registered for use under the Registrant's 1999 Stock Option Plan (the
"Plan").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:
(a) The Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31, 2000, and June 30, 2000.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form S-2 (Registration No. 333-76093),
filed with the Commission on April 12, 1999, and any amendment thereto updating
such description.
<PAGE> 3
All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to collectively as the "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 and 10 of the Company's Amended and Restated
Certificate of Incorporation provides for the indemnification of the Company's
directors and officers under certain circumstances and are incorporated herein
by reference.
The Company has entered into an indemnity agreement with each
member of its Board of Directors and its officers. The agreements provide the
persons party thereto with specific contractual assurances that they will be
indemnified to the fullest extent permitted by law and with certain procedural
protections in the event that they are sued in their capacities as directors,
officers, employees or agents, including provisions for advancement of expenses
incurred in connection with an indemnifiable event.
Section 145 of the General Corporation Law of the State of
Delaware empowers a Delaware corporation to indemnify any person who is, or is
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was an officer or director of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in
3
<PAGE> 4
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under a corporation's by-laws, by agreement, vote, or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this registration statement are listed in the
Index to Exhibits on page 7.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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 (a)(l)(i) and (a)(l)(ii) of this Section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be
4
<PAGE> 5
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act 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 Exchange Act (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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 of controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
5
<PAGE> 6
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 Phoenix, State of Arizona, on the 15th day of August,
2000.
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, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated. Each person whose individual signature
appears below hereby authorizes Steven G. Bunger and Lawrence Trachtenberg, or
either one of them, as attorney-in-fact to sign on his behalf individually and
in each capacity stated below and to file any amendments to this Registration
Statement, including any and all post-effective amendments.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George Berkner Director August 15, 2000
------------------------------------
George Berkner
/s/ Ronald Marusiak Director August 15, 2000
------------------------------------
Ronald Marusiak
/s/ Stephen A. McConnell Director August 15, 2000
------------------------------------
Stephen A McConnell
/s/ Lawrence Trachtenberg Executive Vice President and August 15, 2000
------------------------------------ Chief Financial Officer,
Lawrence Trachtenberg Director
/s/ Steven G. Bunger President and Chief
------------------------------------ Executive Officer
Steven G. Bunger Director August 15, 2000
/s/ Richard E. Bunger Chairman of the Board August 15, 2000
------------------------------------ of Directors
Richard E. Bunger
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Deborah K. Keeley Vice President and Controller August 15, 2000
------------------------------------ (Principal Accounting Officer)
Deborah K. Keeley
</TABLE>
7
<PAGE> 8
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5 Opinion of Bryan Cave LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bryan Cave LLP (included in Exhibit 5)
24 Power of Attorney (included on signature pages of this Registration Statement)
99 Registrant's 1999 Stock Option Plan
</TABLE>
8
