| As filed with the Securities and Exchange Commission on July 20, 2001 | 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 | |
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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.
Bryan Cave LLP
Two North Central Avenue, Suite 2200
Phoenix, Arizona 85004
Telephone: (602) 364-7000
Fax: (602) 364-7070
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | |||||||||||||
| Title Of Each Class 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 |
700,000 shares | $ | 34.63 | $ | 24,241,000 | $ | 6,061 | |||||||
| (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 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 July 16, 2001. |
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| SIGNATURES | ||||||||
| POWER OF ATTORNEY | ||||||||
| Index to Exhibits | ||||||||
| EX-5.1 | ||||||||
| EX-23.1 | ||||||||
EXPLANATORY NOTE
This Registration Statement on Form S-8 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 1999 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. 333-43954) are incorporated by reference into this Registration Statement on Form S-8.
Item 8. Exhibits.
| Exhibit Number | Description | |
| 5.1 | Opinion of Bryan Cave LLP | |
| 23.1 | Consent of Arthur Andersen 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) | |
| 99.1* | Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan (as amended through June 20, 2001) |
| * | Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed with the Commission on April 30, 2001, 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 20th day of July, 2001.
| MOBILE MINI, INC. | ||
| By: |
/s/ Steven G. Bunger |
|
| Steven G. Bunger, | ||
| President, Chief Executive Officer and Director | ||
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 20, 2001 | ||
| /s/ Lawrence Trachtenberg Lawrence Trachtenberg |
Executive Vice President, Chief Financial Officer and Director (principal financial officer) | July 20, 2001 | ||
| /s/ Deborah K. Keeley Deborah K. Keeley |
Vice President and Controller (principal accounting officer) | July 20, 2001 | ||
| /s/ George E. Berkner George E. Berkner |
Director | July 20, 2001 |
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| SIGNATURE | TITLE | DATE | ||
| /s/ Carolyn A. Clawson Carolyn A. Clawson |
Director | July 20, 2001 | ||
| /s/ Ronald J. Marusiak Ronald J. Marusiak |
Director | July 20, 2001 | ||
| /s/ Stephen A McConnell Stephen A McConnell |
Director | July 20, 2001 |
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Index to Exhibits
Exhibits.
| Exhibit Number | Description | |
| 5.1 | Opinion of Bryan Cave LLP | |
| 23.1 | Consent of Arthur Andersen 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) | |
| 99.1* | Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan (as amended through June 20, 2001) |
| * | Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed with the Commission on April 30, 2001, under cover of Schedule 14A. |
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