Table of Contents
| As filed with the Securities and Exchange Commission on July 25, 2003 | Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
mobile mini, inc.
| Delaware | 86-0748362 | |
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|
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| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
7420 South Kyrene Road
Suite 101
Tempe, Arizona 85283
(480) 894-6311
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Mobile Mini, Inc. Amended and Restated
1999 Stock Option Plan
(Full title of the plan)
Lawrence Trachtenberg
Executive Vice President
7420 South Kyrene Road
Suite 101
Tempe, Arizona 85283
(480) 894-6311
(Name, address including zip code, and telephone number,
including area code, of agent for service)
with copies to
Joseph P. Richardson, Esq.
Jun Li, Esq.
Bryan Cave LLP
Two North Central Avenue, Suite 2200
Phoenix, Arizona 85004
Telephone: (602) 364-7000
Fax: (602) 364-7070
CALCULATION OF REGISTRATION FEE
| Title Of Each Class | Proposed Maximum | Proposed Maximum | ||||||||||||
| of Securities | Amount To Be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||
| To Be Registered | Registered (1) | Share (2) | Price (2) | Registration Fee | ||||||||||
| Common Stock, par value $.01 per share | 1,000,000 shares | $ | 15.11 | $ | 15,110,000 | $ | 1,222.40 | |||||||
| (1) | Plus such additional indeterminate number of shares as may be issuable pursuant to the adjustment provisions of the Plan. | |
| (2) | 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 if the high and low prices for shares of Common Stock on July 22, 2003. |
| Item 8.Exhibits. | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EX-5.1 | ||||||||
| EX-23.1 | ||||||||
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Statement Under General Instruction E — Registration of Additional Securities
Mobile Mini, Inc. (the “Registrant”) previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission on August 17, 2000 (SEC File No. 333-43954) (the “Original Filing”). The Original Filing was filed in connection with, among other things, the Registrant’s Amended and Restated 1999 Stock Option Plan, as amended (the “Plan”). This Registration Statement registers additional shares of the Registrant’s Common Shares to be issued pursuant to the Plan. The contents of the Original Filing, including periodic reports that the Registrant filed, or that it will file, after the Original Filing to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
Item 8.Exhibits.
| Exhibit Number | Description | |
| 4.1* | Amended and Restated 1999 Stock Option Plan, as amended through July 25, 2003 | |
| 5.1 | Opinion of Bryan Cave LLP | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Bryan Cave LLP (included in Exhibit 5.1) | |
| 24 | Power of Attorney (included on signature pages of this Registration Statement) | |
| * Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed with the Commission on April 11, 2003, under cover of Schedule 14A. |
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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 25th day of July, 2003.
| MOBILE MINI, INC. | ||||
| By: | /s/ Steven G. Bunger | |||
| Steven G. Bunger, President, Chief Executive Officer and Director |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lawrence Trachtenberg and Steven G. Bunger and any of them (with full power to each of them to act alone), as his or her attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, 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 persons as attorneys-in-fact to sign on his or her 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 Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Steven G. Bunger
Steven G. Bunger |
President, Chief Executive
Officer and Director (principal executive officer) |
July 25, 2003 | ||
| /s/ Lawrence Trachtenberg
Lawrence Trachtenberg |
Executive Vice President,
Chief Financial Officer and
Director (principal financial officer) |
July 25, 2003 | ||
| /s/ Deborah K. Keeley
Deborah K. Keeley |
Vice President and Controller (principal accounting officer) |
July 25, 2003 | ||
| /s/ Carolyn A. Clawson
Carolyn A. Clawson |
Director | July 25, 2003 | ||
| /s/ Thomas Graunke
Thomas Graunke |
Director | July 25, 2003 | ||
| /s/ Ronald J. Marusiak
Ronald J. Marusiak |
Director | July 25, 2003 | ||
| /s/ Stephen A McConnell
Stephen A McConnell |
Director | July 25, 2003 | ||
| /s/ Michael L. Watts
Michael L. Watts |
Director | July 25, 2003 | ||
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Exhibit Index
| Exhibit Number | Description | |
| 4.1* | Amended and Restated 1999 Stock Option Plan, as amended through July 25, 2003 | |
| 5.1 | Opinion of Bryan Cave LLP | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Bryan Cave LLP (included in Exhibit 5.1) | |
| 24 | Power of Attorney (included on signature pages of this Registration Statement) |
| * Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed with the Commission on April 11, 2003, under cover of Schedule 14A. |
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July 24, 2003
Board of Directors
Mobile Mini, Inc.
7420 South Kyrene Road
Suite 101
Tempe, Arizona 85283
Ladies and Gentlemen:
We have acted as counsel to Mobile Mini, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,000,000 shares (the “Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”), which may be issued from time to time upon the exercise of stock options granted pursuant to the Company’s Amended and Restated 1999 Stock Option Plan (the “Plan”). The Shares are being registered pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act.
In arriving at the opinion expressed below, we have examined the Registration Statement and such other documents, including the Certificate of Incorporation and Bylaws of the Company, each as amended to date, as we have deemed necessary to enable us to express the opinion set forth herein. In addition, we have examined and relied on the originals or copies, certified or otherwise identified to our satisfaction as conforming to the originals thereof, of such other documents and corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the genuineness of all signatures on all documents reviewed by us.
Based upon the foregoing and subject to the limitations and qualifications set forth herein, we are of the opinion that:
The Shares of Common Stock to be issued by the Company pursuant to the Registration Statement have been duly authorized, and upon issuance and delivery in accordance with the terms of the Plan shall be duly and validly issued and fully paid and non-assessable.
This opinion is limited to the Delaware General Corporation Law and the present federal laws of the United States and to the facts as they presently exist. We hereby consent to references to our firm under the caption “Legal Matters” in any prospectus included by incorporation by reference into the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
BRYAN CAVE LLP
EXHIBIT 5.1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan, as amended, of our report dated February 3, 2003 with respect to the consolidated financial statements and schedule of Mobile Mini, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2002 filed with the Securities and Exchange Commission.
| Phoenix, Arizona July 24, 2003 |
/s/ Ernst & Young LLP |
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