UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
October 17, 2008 (October 15, 2008)
MOBILE MINI, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12804
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86-0748362 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 7420 South Kyrene Road, Suite 101, Tempe, Arizona
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85283 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (480) 894-6311
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
On October 15, 2008, Mobile Mini, Inc. (the “Company”) entered into an employment agreement
with Mark Funk, successor to Larry Trachtenberg as Mobile Mini’s Executive Vice President and
Chief Financial Officer. A brief description of the employment agreement is provided below. A copy
of the agreement is attached as an Exhibit to this report, and is incorporated herein.
The employment agreement provides for a term commencing on November 4, 2008 and expiring on
December 31, 2009. Mr. Funk will join the Company as
Executive Vice President on November 4, 2008 and assume the Chief Financial Officer position following the filing
of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2008.
Notwithstanding its fixed term, the employment agreement automatically renews for successive
one-year periods beginning on December 31, 2009 and on each December 31st thereafter, unless the
Company or Mr. Funk gives 90-day prior written notice of an intention to terminate employment on
the last day of the then-current employment period.
Under the employment agreement, Mr. Funk will be paid a 2008 base annual salary of $341,250.
The base salary will be reviewed annually. Mr. Funk is eligible for an incentive bonus subject to
the terms and conditions of the Company’s incentive bonus plan and as the Compensation Committee of
the board of directors may determine, provided that he is guaranteed to receive a 2009 bonus in an
amount equal to not less than 25% of his base salary. Mr. Funk is eligible for all equity-based
employee benefit plans maintained by the Company including, but not limited to, the Company’s 2006
Equity Incentive Plan. Subject to the discretion of the Compensation Committee and the Company’s
and Mr. Funk’s performance during relevant periods, it is anticipated that his level of
participation in the Company’s 2006 Equity Incentive Plan will approximate the level of his
predecessor’s participation. He will also receive certain other benefits, including participation
in all employee benefit plans, vacation and sick leave, and an automobile allowance of $600 per
month. Additionally, the Company will reimburse Mr. Funk his reasonable moving expenses, provide
him $1,000 per month for six months to help off-set his commuting expenses, and provide three
months standard business hotel accommodations while he completes his move.
The Company may terminate the employment agreement for Cause (as defined in the agreement),
including upon i) commission of an act of fraud or intentional misrepresentation or an act of
embezzlement, misappropriation or conversion of assets or opportunities of the Company, ii)
dishonesty or willful misconduct in the performance of duties, or iii) willful violation of any
law, rule or regulation in connection with the performance of duties. The Company may also
terminate the agreement upon Mr. Funk’s disability or by written notice.
Mr. Funk may terminate the employment agreement for Good Reason (as defined in the agreement),
including upon i) assignment to Mr. Funk of material duties inconsistent with those originally
contemplated by the employment agreement, ii) a reduction in base salary (excluding “across the
board” reductions for all senior executives), iii) breach of the employment agreement by the
Company, iv) purported termination for Cause by the Company where such Cause does not exist, v) in
the case of assignment of the employment agreement by the Company, failure of the Company to obtain
from such assign an agreement to assume and agree to perform under the employment agreement, and
vi) relocation of Mr. Funk to an office outside the Phoenix metropolitan area. Mr. Funk may also
voluntarily terminate the employment agreement by 90-day prior written notice to the Company.
The employment agreement may terminate upon a Change of Control of the Company (as defined in
the agreement), including i) an acquisition by any person of more than 35% of the voting shares of
the Company, ii) a change in more than 1/3 of the members of the board of directors, or iii) the
consummation of a merger, consolidation, reorganization, liquidation or dissolution, or sale of all
or substantially all of the assets of the Company.
Upon termination by the Company for Cause, death or disability, or upon voluntary termination
by Mr. Funk other than for Good Reason, Mr. Funk or his estate is entitled to any Accrued
Compensation (as defined in the agreement) and, in the case of death or disability, a prorated
amount of his cash bonus (determined by the average cash bonus amount paid in the preceding two
years). Upon i) termination by Mr. Funk for Good Reason, ii) termination by the Company without
Cause, or iii) termination within one year of a Change of Control of the Company, Mr. Funk is
entitled to any Accrued Compensation plus a lump-sum severance payment of an amount
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equal to (a) in the case of Good Reason or without Cause, one times the sum of his
then-current annual base salary (“Salary”) and the Payment Amount (defined in the employment
agreement as 45% of his annual base salary in effect in the year in which termination occurs), and
(b) in the case of a Change in Control and termination within one year thereafter, two times the
sum of his Salary and the Payment Amount. In addition, the Company will continue to pay certain
health insurance amounts for Mr. Funk and his dependents for a period of up to 12 months. Upon a
Change in Control or a termination of employment (not including termination by the Company for
Cause or voluntary termination by Mr. Funk for other than Good Reason), his equity-based
compensation awards shall vest in full in most circumstances.
The agreement also provides that Mr. Funk will not solicit employees or customers of the
Company during his employment or within two years of the termination of his employment.
Additionally, Mobile Mini and Mr. Funk entered into Mobile Mini’s standard indemnity agreement for
its directors and officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Employment Agreement between Mobile Mini, Inc. and Mark Funk dated
October 15, 2008. |
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