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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005.
Commission File Number 1-12804
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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86-0748362
(IRS Employer Identification No.) |
7420 S. Kyrene Road, Suite 101
Tempe, Arizona 85283
(Address of Principal Executive Offices)
(480) 894-6311
(Registrants Telephone Number)
Securities Registered Under Section 12(g) of the Exchange Act:
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Title of Class
Common Stock, $.01 par value
Preferred Share Purchase Rights
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Name of Each Exchange on Which Registered
Nasdaq National Market |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The aggregate market value on June 30, 2005 of the voting stock owned by non-affiliates of the
registrant was approximately
$495.1 million.
As of March 13, 2006, there were outstanding 30,638,650 shares of the issuers common stock, par
value $.01.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to our annual report on Form 10-K for the year ended December
31, 2005 as filed with the Securities and Exchange Commission on
March 16, 2006 (the Annual Report
on Form 10-K), includes the information that was to be incorporated by reference to our definitive
proxy statement for our 2006 annual meeting of stockholders. Except as described above, no other
amendments are being made to the Annual Report on Form 10-K. This Form 10-K/A does not reflect
events occurring after the March 16, 2006 filing of our Annual Report on Form 10-K or modify or
update the disclosure contained in the Annual Report on Form 10-K in any way other than as required
to reflect the amendments discussed above and reflected below.
TABLE OF CONTENTS
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors
Our Board of Directors has six members, the majority of whom are independent directors. Our board
is divided into three classes. Directors in each class serve for three-year terms. At each annual
meeting, the term of one class expires. Certain information regarding each of our current
directors and director nominees, including his or her principal occupation during the past five
years and current directorships, is set forth below:
Stephen A McConnell has served as a director since August 1998. Since 1991, he has been President
of Solano Ventures, a private capital investment company holding over 20 investments in a broad
range of businesses, primarily in Arizona. From 1998 to 2004, Mr. McConnell served as majority
stockholder and Chairman of G-L Industries, L.L.C., a Salt Lake City-based manufacturer of wood
glu-lam beams used in the construction industry. From 1991 to 1997, he was Chairman of Mallco
Lumber & Building Materials, Inc., a wholesale distributor of lumber and doors. From 1991 to 1995
he was President of Belt Perry Associates, Inc., a property tax consulting firm. He is also a
director of Capital Title Group, Inc. and Miracor Diagnostics, Inc. Age 53.
Jeffrey S. Goble was appointed to the board in February 2006. Mr. Goble is President of Medegen
MMS, Inc. which develops and manufactures specialty infusion therapy medical devices and provides
contract manufacturing services for medical device and pharmaceutical OEMs. From 2001 to 2003, Mr.
Goble was Medegens Corporate Vice President of Strategic Business Development. Medegen was founded
when Mr. Goble, along with other current Medegen executives, executed a management-led buy-out of
certain operations of the Tech Group Inc. in 2001. Before co-founding Medegen as an independent
company, Mr. Goble was Vice President-General Manager of the Tech Groups North American contract
manufacturing division. Mr. Goble joined the Tech Group in 1996 as Vice President-General Manager
and established its Customer/Engineering Center. Earlier, Mr. Goble held various marketing and
operational management positions in the general merchandise distribution industry. He currently
serves on the Boards of Vantage Mobility International and the Young Presidents Organization
(Arizona Chapter) and holds a B.S. Degree in Political Science from Arizona State University. Age
46.
Ronald J. Marusiak has served as a director since February 1996. He has been the Division
President of Micro-Tronics, Inc., a precision machining and tool and die company, for more than 20
years. Mr. Marusiak is also a director of Micro-Tronics, Inc. and Y2 Ultrafilter, Inc. Mr.
Marusiak received a Masters of Science in Management from LaVerne University in 1979 and graduated
from the United States Air Force Academy in 1971. Age 58.
Lawrence Trachtenberg has served as our Executive Vice President, Chief Financial Officer, General
Counsel, Secretary, Treasurer and a director since December 1995. He is responsible for all of our
accounting, banking and related financial matters. Mr. Trachtenberg is admitted to practice law in
Arizona and New York and is a Certified Public Accountant in New York. Before he joined us, Mr.
Trachtenberg served as Vice President and General Counsel at Express America Mortgage Corporation,
a mortgage banking company, from February 1994 through September 1995. Before then, he was Vice
President and Chief Financial Officer of Pacific International Services Corporation, a car rental
and sales company, from 1990 to 1994. Mr. Trachtenberg is also a member of the board of trustees
of the Arizona State Retirement System. Mr. Trachtenberg received his J.D. from Harvard Law School
in 1981 and his B.A. in Accounting/Economics from Queens College of the City University of New York
in 1977. Age 49.
Steven G. Bunger has served as our Chief Executive Officer, President and a director since April
1997, and as our Chairman of the Board since February 2001. Mr. Bunger joined Mobile Mini in 1983
and initially worked in our drafting and design department. He served in a variety of positions
including dispatcher, salesperson and advertising coordinator before joining management. He served
as sales manager of our Phoenix branch and our operations manager and Vice President of Operations
and Marketing before becoming our Executive Vice President and Chief Operating Officer in November
1995. He is also a director of Cavco Industries, Inc., the nations twelfth largest manufactured
housing company. Mr. Bunger graduated from Arizona State University in 1986 with a B.A. in
Business Administration. Age 45.
Michael L. Watts has served as a director since 2002. Mr. Watts founded Sunstate Equipment
Company, LLC in 1977 where he serves as Chairman and Chief Executive Officer. Sunstate Equipment
Co. is the largest independently owned and twelfth largest
construction equipment rental company operating in the United States, and currently has 46
locations in eight states. Mr. Watts also served as
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founder and Chairman of Trench Safety
Equipment Company, a specialty equipment rental company, from 1987 until the company was sold in
1998. Age 58.
Executive Officers
Officers are elected annually by our board of directors and serve at the discretion of the board.
Information regarding our current executive officers who are not also directors or director
nominees of Mobile Mini was provided under Executive Officers of Mobile Mini, Inc. in Part I of
our Annual Report on Form 10-K.
Audit Committee and Audit committee Financial Expert
Our board of directors has a separately-designated, standing Audit Committee. Messrs. Marusiak,
Watts and McConnell were the members of the Audit Committee during 2005. Upon his appointment as
a director on February 22, 2006, Mr. Goble was appointed to the Audit Committee. As required by
Nasdaq rules, the board has determined that the members of the Audit Committee each qualify as
independent within the meaning of Section 10A of the Securities Exchange Act of 1934, as
amended.
Our board has also determined that Stephen A McConnell is the independent director who meets the
qualifications of an audit committee financial expert in accordance with SEC rules. Stockholders
should understand that this designation is a disclosure requirement of the SEC related to Stephen
A McConnells experience and understanding with respect to certain accounting and auditing
matters. The designation does not impose upon Stephen A McConnell any duties, obligations or
liability that are greater than are generally imposed on him as a member of the Audit Committee and
the board, and his designation as an audit committee financial expert pursuant to this SEC
requirement does not affect the duties, obligations or liability of any other member of the Audit
Committee or the board.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and
executive officers to file reports of holdings and transactions in Mobile Mini shares with the
Securities and Exchange Commission. Based on a review of reports filed by our directors, executive
officers and beneficial holders of ten percent (10%) or more of our shares, and based upon
representations from those persons, all stock ownership reports required to be filed by those
reporting persons during 2005 were made timely.
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics (including Supplemental Code of Ethics for the Chief
Executive Officer and Senior Financial Officers) (Code) that applies to all of our employees,
including our principal executive officer and principal financial and accounting officer. This
code is posted on our Internet web site (www.mobilemini.com) under the Corporate Governance
section of the Investor Relations page.
We will provide a copy of the Code upon request made by writing to us at Mobile Minis address
provided elsewhere. We intend to satisfy the disclosure requirement under Item 5.05 of the Form
8-K regarding an amendment to, or waiver from, a provision of this Code by posting such information
on our web site, at the address and location specified above, and to the extent required, by filing
a Current Report on Form 8-K with the SEC disclosing such information.
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ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION.
Executive Compensation
The following table summarizes the compensation we paid our Chief Executive Officer and each of our
other most highly compensated executive officers as of the end of 2005 whose salary and bonus
exceeded $100,000.
Summary Compensation Table
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Annual Compensation |
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Long-Term Compensation |
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Securities |
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Other Annual |
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Restricted Stock |
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underlying Stock |
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All Other |
Name and Principal Position |
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Salary |
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Bonus |
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Compensation (1) |
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Awards (2) |
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Options (#) |
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Compensation (3) |
Steven G.
Bunger, Chairman Chief Executive Officer,
President |
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2005 |
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$ |
340,342 |
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$ |
391,396 |
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$ |
500 |
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$ |
785,349 |
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$ |
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2004 |
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324,135 |
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372,755 |
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500 |
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100,000 |
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2003 |
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308,700 |
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123,480 |
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500 |
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100,000 |
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Lawrence
Trachtenberg, Chief Financial Officer, Executive Vice President,
Secretary, Treasurer |
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2005 |
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$ |
243,101 |
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$ |
279,569 |
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$ |
500 |
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$ |
628,251 |
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$ |
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2004 |
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231,525 |
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266,254 |
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500 |
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80,000 |
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2003 |
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220,500 |
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88,208 |
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500 |
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80,000 |
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Deborah
K. Keeley, Senior Vice
President, Chief Accounting Officer |
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2005 |
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$ |
119,821 |
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$ |
80,346 |
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$ |
500 |
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$ |
235,600 |
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$ |
5,000 |
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2004 |
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111,819 |
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62,421 |
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500 |
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30,000 |
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2,500 |
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2003 |
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103,351 |
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26,203 |
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500 |
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15,000 |
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2,500 |
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(1) |
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Includes our contributions to the 401(k) retirement plan. |
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(2) |
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On December 16, 2005, the Compensation Committee awarded shares of restricted stock to
certain employees of the Company, including the chief executive officer and the other named
executive officers, under the Companys 1999 stock option plan. The restricted stock vests in
five equal installments, with the first vesting occurring on the first anniversary of the
grant date. Upon termination of the executive officers status as an employee during the
five-year vesting period, restricted stock that at that time is subject to restrictions shall
be forfeited and reacquired by the Company. If the Company pays a dividend in the future,
holders of restricted stock are entitled to such dividend and holders may exercise voting
rights on their shares of restricted stock. The amount shown in this column represents the
dollar value of the grant of restricted stock based on the per share closing price of the
Companys common stock on the grant date ($23.56) after giving
effect to a two-for-one stock
split in the form of a 100 percent stock dividend payable on March 10, 2006, to shareholders
of record as of the close of business on March 6, 2006. |
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The following table shows the number and market value of unvested restricted stock holdings
as of December 31, 2005 after giving effect to the two-for-one stock split. The market value
of the holdings in the table below is based on the per share closing price of the Companys
common stock on December 30, 2005 ($23.70), which was the last trading day of the Companys
2005 fiscal year: |
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Unvested shares of Restricted Stock |
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Market Value of Unvested Restricted |
Name |
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(# of shares) |
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Stock Holdings ($) |
Steven G. Bunger |
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33,334 |
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$ |
790,016 |
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Lawrence Trachtenberg |
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26,666 |
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631,984 |
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Deborah K. Keeley |
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10,000 |
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237,000 |
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(3) |
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Payments under non-compete agreements with us. |
Option Exercises and Year-End Values
The following table sets forth certain information regarding the exercise and values of options
held by the officers named in the Summary Compensation Table, as of December 31, 2005, after giving
effect to the two-for-one stock split in the form of a 100 percent
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stock dividend payable on March
10, 2006, to shareholders of record as of the close of business on March 6, 2006. The table
contains values for in the money options, meaning a positive spread between the year-end share
price of $23.70 and the exercise price. These values have not been, and may never be, realized.
The options might never be exercised, and the value, if any, will depend on the share price on the
exercise date.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-end Option Values
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Number of Securities |
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Value of Unexercised |
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Underlying Unexercised |
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In-the-Money |
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Shares Acquired |
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Options at December 31, 2005 |
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Options at December 31, 2005 |
Name |
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on Exercise |
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Value Realized |
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Exercisable/Unexercisable |
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Exercisable/Unexercisable(1) |
Steven G. Bunger |
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130,000 |
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$ |
2,208,094 |
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668,000 / 172,000 |
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$7,595,460 / $2,117,240 |
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Lawrence Trachtenberg |
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80,000 |
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$ |
1,230,468 |
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348,454 / 136,000 |
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$3,543,631 / $1,667,600 |
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Deborah K. Keeley |
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26,000 |
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$ |
397,512 |
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51,000 / 39,000 |
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$580,440 / $452,310 |
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(1) |
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All the exercisable options were exercisable at a price less than
the last reported sale price of our common stock on the Nasdaq
Stock Market on December 30, 2005 ($23.70). |
Employment Agreements
In September 1999, Mobile Mini entered into employment agreements with Steven G. Bunger and
Lawrence Trachtenberg. Each agreement has a three year term, and the term automatically renews for
additional one year periods unless either we or the employee gives notice of non-renewal. In 2005,
Mr. Bungers base salary under his employment agreement was $340,342 and Mr. Trachtenbergs was
$243,101. The base salaries may be increased or decreased by the board of directors, but decreases
are limited to 15% of the then-current base salary, unless greater decreases are in effect for
other key executives, as defined in the employment agreements. Each employee is eligible to
participate in Mobile Minis incentive bonus programs, which are administered by the Compensation
Committee of the board of directors.
Each employment agreement provides that Mobile Mini will make specified payments to the employee if
either the employees employment is terminated involuntarily as determined under the agreement, for
any reason other than cause (as defined in the employment agreement), or if there is a change of
control (as defined in the employment agreement) of Mobile Mini. In the event of any such
involuntary termination, the employee would be entitled under the employment agreement to receive a
termination payment equal to three times his base salary for the twelve month period preceding the
date of termination, and Mobile Mini would have the right to pay that amount over an 18 month
period. If within six months after a change in control either the employee is terminated or elects
for any reason to terminate his employment, the employee would be entitled to be paid an amount
equal to four times the greater of his annual base salary in effect the day before the change of
control occurred and his annual base salary during the last twelve months preceding the change of
control. This amount would be payable in a lump sum, unless Mobile Mini provided a letter of
credit to the employee, in which event the amount could be paid over a period of up to 18 months.
Any payment upon termination, however, will be limited to an amount which is less than the
parachute payment threshold under section 280G of the Internal Revenue Code (currently,
$1,000,000).
Each employment agreement contains provisions restricting the employees disclosure and use of the
Company confidential information, and providing that the employee will not compete with the Company
during the 18 months following the termination of employment in connection with a change of control
and during the three years following termination under any other circumstances.
Although we have not entered into any long-term employment contracts with any of our other key
employees, we have entered into numerous agreements with key employees which are terminable at
will, with or without cause, including agreements with Deborah K. Keeley. Each agreement contains
a covenant not to compete for a period of six months to two years after termination of employment
and a covenant not to disclose confidential information of a proprietary nature to third parties.
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We had numerous bonus and incentive arrangements with several employees during 2005, including
Steven G. Bunger, Lawrence Trachtenberg and Deborah K. Keeley. These agreements included an
incentive program to provide financial awards for increases in profitability and based upon a
subjective evaluation of performance. Compensation arrangements with Steven G. Bunger and Lawrence
Trachtenberg are administered by the Compensation Committee of the board of directors.
Compensation of Non-Employee Directors
Non-employee directors receive an annual payment of $20,000 plus $1,000 for each board meeting
personally attended and $500 per committee meeting if the director attended in person. No more
than $1,500 may be received for meetings held on any one day. If the non-employee director attends
a board or committee meeting via telephone conference call or otherwise than in person, the
non-employee director will receive $250. The Lead Director and the chair of the Audit Committee
receive an additional $5,000 annual retainer. Further, the chairs of the Compensation Committee
and the Nominating and Corporate Governance Committee will receive an additional annual retainer of
$2,500.
Non-employee
directors also receive an annual grant of options to purchase
7,500 shares of our common stock. The grants are made each
August 1, and have an exercise price equal to the closing price
per share of our common stock on the date of grant.
Directors who are also officers do not receive any separate compensation for serving as directors.
We indemnify our directors and officers to the fullest extent permitted by law so that they will be
free from undue concern about personal liability in connection with their service to Mobile Mini.
This is required by our Certificate of Incorporation, and we have also signed agreements with our
directors, contractually obligating us to provide this indemnification to them.
Compensation Committee Interlocks
Messrs. Marusiak,
McConnell and Watts served as the members of the Compensation Committee throughout 2005.
None of these directors was an executive officer or otherwise an employee of Mobile Mini before or
during such service, and no executive officer of Mobile Mini served on any other companys
compensation committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Equity Compensation Plan Information
Mobile Mini maintains the 1994 Stock Option Plan (the 1994 Plan) and the 1999 Stock Option Plan
(the 1999 Plan) pursuant to which it may grant equity awards to eligible persons. The 1994 Plan
expired in 2003 and no additional options may be granted thereunder. The following table
summarizes our equity compensation plan information as of December 31, 2005, after giving effect to
a two-for-one stock split. Information is included for both equity compensation plans approved by
Mobile Minis shareholders and equity plans not approved by our shareholders.
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Common shares |
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remaining available |
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Common shares to be |
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for future issuance |
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issued upon |
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Weighted-average |
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under equity |
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exercise of |
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exercise price of |
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compensation plans |
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outstanding |
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outstanding |
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(excluding shares |
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options, warrants |
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options, warrants |
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reflected in column |
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and rights |
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and rights |
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(a)) |
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Plan category |
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(a) |
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(b) |
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(c) |
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Equity compensation
plans approved by
Mobile Mini
shareholders (1) |
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2,963,984 |
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$ |
14.00 |
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360,564 |
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Equity compensation
plans not approved
by Mobile Mini
shareholders |
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-0- |
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-0- |
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-0- |
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Totals |
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2,963,984 |
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$ |
14.00 |
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360,564 |
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5
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(1) |
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Of these shares, options to purchase 169,200 shares were outstanding under the 1994 Plan, and
options to purchase 2,794,784 shares were outstanding under the 1999 Plan. |
On March 13, 2006, the closing price of Mobile Minis common stock as reported by the Nasdaq
National Market was $ 27.00.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of March 13, 2006 with respect to the beneficial
ownership of shares of our common stock by:
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each person we know to be the beneficial owner of 5% or more of the outstanding shares of common stock; |
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each of our directors, director nominees and named executive officers; and |
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all of our named executive officers and directors as a group. |
The information included within the table includes beneficial ownership after giving effect to the
two-for-one stock split.
Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, and generally includes voting or investment power over securities. Under
this rule, a person is deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days of March 13, 2006 upon the exercise of options. Each beneficial owners
percentage ownership is determined by assuming that all options held by such person that are
exercisable within 60 days of March 13, 2006 have been exercised. Except in cases where community
property laws apply or as indicated in the footnotes to this table, we believe that each
stockholder identified in the table possesses sole voting and investment power over all shares of
common stock shown as beneficially owned by the stockholder.
|
|
|
|
|
|
|
|
|
Name |
|
Number |
|
Percent |
Directors and Executive Officers: |
|
|
|
|
|
|
|
|
Bunger Holdings, L.L.C. (1) |
|
|
820,000 |
|
|
|
2.7 |
% |
Steven G. Bunger (2) |
|
|
1,080,467 |
|
|
|
3.4 |
% |
Jeffrey S. Goble (3) |
|
|
1,042 |
|
|
|
* |
|
Deborah K. Keeley (4) |
|
|
71,999 |
|
|
|
* |
|
Ronald J. Marusiak (5) |
|
|
327,556 |
|
|
|
1.1 |
% |
Stephen A McConnell (6) |
|
|
125,500 |
|
|
|
* |
|
Lawrence Trachtenberg (7) |
|
|
422,830 |
|
|
|
1.4 |
% |
Michael L. Watts (8) |
|
|
11,250 |
|
|
|
* |
|
All directors and executive officers as a group
(7 persons) (9) |
|
|
2,040,644 |
|
|
|
6.4 |
% |
5% Holders: |
|
|
|
|
|
|
|
|
Columbia Wanger Asset Management, L.P. (10) |
|
|
1,700,000 |
|
|
|
5.5 |
% |
Luther King Capital Management Corporation (11) |
|
|
1,649,258 |
|
|
|
5.4 |
% |
Smith Group (12) |
|
|
1,544,296 |
|
|
|
5.0 |
% |
T. Rowe Price Associates, Inc. (13) |
|
|
2,433,368 |
|
|
|
7.9 |
% |
TimesSquare Capital Management, LLC (14) |
|
|
2,329,178 |
|
|
|
7.6 |
% |
Unless otherwise noted, the address of each person named in the table is 7420 South Kyrene Road,
Suite 101, Tempe, Arizona 85283.
(1) |
|
The members of Bunger Holdings, L.L.C. are Steven G. Bunger, Carolyn A. Clawson, Michael J.
Bunger, Jennifer Blackwell and Susan Keating, who are siblings. |
|
(2) |
|
Includes 134,000 shares owned by Bunger Holdings, L.L.C.; 218,590 shares owned by REB/BMB
Family Limited Partnership; 6,543 shares of common stock held indirectly in the Mobile Mini
401(K) plan; 688,000 shares subject to exercisable options; and
33,334 shares of restricted stock which are forfeitable until vested (shares of restricted stock vest in equal annual
installments on the anniversary of the award date). |
|
(3) |
|
Includes 1,042 shares subject to exercisable options. |
6
(4) |
|
Includes 4,999 shares of common stock held indirectly in the Mobile Mini 401(K) plan; 57,000
shares subject to exercisable options and 10,000 shares of restricted
stock which are forfeitable
until vested (shares of restricted stock vest in equal annual installments on the anniversary
of the award date). |
|
(5) |
|
Includes 132,000 shares held by a Profit Sharing Plan and Trust of which Mr. Marusiak is
Trustee and Plan Administrator. Mr. Marusiak disclaims any
beneficial ownership of these shares. Also includes 26,800 shares
held by Mr. Marusiaks children, 45,506 shares held by
Mr. Marusiak and his wife, and 123,250 shares subject to exercisable options. |
|
(6) |
|
Includes 39,250 shares of common stock held directly and 86,250 shares subject to exercisable
options. |
|
(7) |
|
Includes 58,122 shares of common stock, of which 51,666 are held directly and 6,675 shares of
common stock held indirectly in the Mobile Mini 401(K) plan, 364,454 shares subject to
exercisable options and 26,666 shares of restricted stock which are forfeitable until vested
(shares of restricted stock vest in equal annual installments on the anniversary of the award
date). |
|
(8) |
|
Includes 11,250 shares of common stock subject to exercisable options. |
|
(9) |
|
Includes 639,398 shares of common stock; 1,331,246 shares subject to exercisable options and
70,000 shares of restricted stock which are forfeitable until vested (shares of restricted stock
vest in equal annual installments on the anniversary of the award date). |
|
(10) |
|
Based solely on the information provided in Amendment No. 5 to Schedule 13G filed with the
Securities and Exchange Commission dated February 14, 2006 by Columbia Wanger Asset Management,
L.P. (WAM) and WAM Acquisition GP, Inc. (WAM GP). WAM is an Investment Adviser registered
under the Investment Advisers Act of 1940 and WAM GP is the general partner of WAM. Each of
WAM and WAM GP has shared voting power and shared dispositive power with respect to 1,700,000
shares. Included within the 1,700,000 shares reported by WAM and WAM GP are approximately
1,642,000 shares held by Columbia Acorn Trust, a Massachusetts business trust that is advised
by WAM. The address of principal business offices for WAM and WAM GP is 227 West Monroe
Street, Suite 3000, Chicago, Illinois 60606. |
|
(11) |
|
Based on the information provided in Amendment No. 2 to Schedule 13G filed by Luther King
Capital Management Corporation (Luther King) with the Securities and Exchange Commission
dated February 10, 2006. Luther King is an Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940 and has sole voting and dispositive power over 1,649,258
shares. The business address of Luther King is 301 Commerce Street, Suite 1600, Fort Worth,
TX 76102. |
|
(12) |
|
Based on the information provided in Amendment No. 5 to Schedule 13G filed by Thomas W. Smith
and Scott J. Vassalluzzo, with the Securities and Exchange Commission dated February 14, 2006. Of
the 1,544,296 shares, each of Thomas W. Smith and Scott J. Vassalluzzo has shared voting power
and shared investment power with respect to 1,313,616 shares. In addition, Thomas W. Smith
has sole voting and sole investment power with respect to 230,680 shares. The principal
business office of each Thomas W. Smith and Scott J. Vassalluzzo is 323 Railroad Avenue,
Greenwich, Connecticut 06830. |
|
(13) |
|
Based solely on the information provided in Amendment No. 7 to Schedule 13G jointly filed by
T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc. (collectively the
Reporting Persons) with the Securities and Exchange Commission dated February 14, 2006. Of the
2,433,368 shares, T. Rowe Price Associates, Inc. has sole voting power with respect to 428,600
shares and sole dispositive power with respect to 2,433,368 shares, and T. Rowe Price New
Horizons Fund, Inc. has
sole voting power with respect to 1,984,768 shares. Each of the Reporting Persons is an
Investment Adviser registered under the Investment Advisers Act of 1940 and an Investment
Company registered under Section 8 of the Investment Company Act of 1940 and, as such, has
beneficial ownership of the shares through the investment discretion it exercises over its
clients accounts. In each instance, the Reporting Persons clients have the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares. No individual clients holdings of the shares are more than five percent of Mobile
Minis outstanding shares of common stock. The business address for the Reporting Persons is
100 E. Pratt Street, Baltimore, Maryland 21202. |
|
(14) |
|
Based solely on the information provided in Amendment No. 3 to Schedule 13G filed by
TimesSquare Capital Management, LLC (TimesSquare) with the Securities and Exchange
Commission dated February 10, 2006. Of the 2,329,178 shares, TimesSquare has sole dispositive
power over 2,329,178 and sole voting power with respect to 2,102,778. TimesSquare is an
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 and, in
its role as investment advisor, has shared voting and investment power with respect to the
2,329,178 shares. TimesSquares clients have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares. No individual
clients holdings of the shares are more than five percent of Mobile Minis outstanding shares
of common stock. The business address of TimesSquare is Four Times Square, 25th
Floor, New York, NY 10036. |
7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
When we were a private company prior to 1994, we leased some of our properties from entities
controlled by our founder, Richard E. Bunger, and his family members. These related party leases
remain in effect. We lease a portion of the property comprising our Phoenix location and the
property comprising our Tucson location from entities owned by Steven G. Bunger and his siblings.
Steven G. Bunger is our President and Chief Executive Officer and has served as our Chairman of the
Board since February 2001. Annual lease payments under these leases totaled approximately $83,000,
$84,000 and $91,000 in 2003, 2004 and 2005, respectively. In 2003, the term of each of these
leases was extended for five years, under the same terms and conditions, and expires on December
31, 2008. Mobile Mini leases its Rialto, California facility from Mobile Mini Systems, Inc., a
corporation wholly owned by Barbara M. Bunger, the mother of Steven G. Bunger. Annual lease
payments in 2003, 2004 and 2005 under this lease were approximately $252,000, $261,000 and
$267,000, respectively. The Rialto lease expires on April 1, 2016. Management believes that the
rental rates reflect the fair market rental value of these properties.
Mobile Mini previously obtained the services of SkilQuest, Inc., a company engaged in sales and
management support programs. SkilQuest, Inc. is owned by Carolyn A. Clawson, a former member of
our board of directors and sister to Steven G. Bunger. Mobile Mini made aggregate payments of
approximately $334,000, $188,000 and $20,000 to SkilQuest, Inc. in 2003, 2004 and 2005,
respectively, which Mobile Mini believes represented the fair market value for the services
performed.
It is Mobile Minis intention not to enter into any additional related party transactions other
than extension of lease agreements on terms no less favorable to Mobile Mini than are available from
unrelated parties. The Audit Committee of the Board of Directors and the Board of Directors has
reviewed the terms of each of the transactions described above, and approved the related party
transaction because such transaction is on terms no less favorable to Mobile Mini than may
reasonably be expected in arms-length transactions with unrelated parties.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
As
provided by the Audit Committees charter, all services to be
provided by Ernst & Young LLP are
pre-approved by the Audit Committee, including audit services, audit-related services, tax services
and certain other services.
Fees
Billed By Ernst & Young LLP
The following table shows the fees that Mobile Mini paid or accrued for the audit and other
services provided by Ernst & Young LLP for fiscal years 2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Audit fees |
|
$ |
706,300 |
|
|
$ |
783,300 |
|
Audit-related fees |
|
|
-0- |
|
|
|
24,700 |
|
Tax fees |
|
|
75,200 |
|
|
|
45,200 |
|
All other fees |
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
Total |
|
$ |
781,500 |
|
|
$ |
853,200 |
|
|
|
|
|
|
|
|
Audit fees. This category includes the audit of our annual financial statements, review of
financial statements included in our Form 10-Q quarterly reports, and services that are normally
provided by the independent registered public accounting firms in connection with statutory and
regulatory filings or engagements for those fiscal years.
Audit-related
fees. Audit-related services primarily consist of assistance with
internal control documentation.
Tax
fees. This category consists of professional services rendered by
Ernst & Young LLP,
primarily in connection with our tax compliance activities, including technical and tax advice
related to the preparation of tax returns.
The Audit Committee has considered whether the provision by Ernst & Young LLP of the non-audit
services described above is compatible with maintaining the independence of Ernst & Young LLP. The
Audit Committee believes that such non-audit services provided by Ernst & Young LLP is compatible
with maintaining Ernst & Young LLPs independence.
8
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
|
|
Exhibit |
|
|
Number |
|
Description |
31.1
|
|
Certification of Chief Executive Officer pursuant to Item
601(b)(31) of Regulation S-K. (Filed herewith). |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Item
601(b)(31) of Regulation S-K. (Filed herewith). |
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
|
|
|
|
|
MOBILE MINI, INC.
|
|
|
|
|
|
|
|
|
|
Date: March 20, 2006
|
|
By:
|
|
/s/ Steven G. Bunger |
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven G. Bunger, President |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Date: March 20, 2006
|
|
By:
|
|
/s/ Steven G. Bunger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven G. Bunger, President, Chief Executive Officer and
Director (Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
Date: March 20, 2006
|
|
By:
|
|
/s/ Lawrence Trachtenberg |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence Trachtenberg, Executive Vice President, Chief
Financial Officer and Director (Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
Date: March 20, 2006
|
|
By:
|
|
/s/ Deborah K. Keeley |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah K. Keeley, Senior Vice President and Chief
Accounting Officer (Principal Accounting Officer) |
|
|
|
|
|
|
|
|
|
Date: March 20, 2006
|
|
By:
|
|
/s/ Jeffrey S. Goble |
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey S. Goble, Director |
|
|
|
|
|
|
|
|
|
Date: March 20, 2006
|
|
By:
|
|
/s/ Ronald J. Marusiak |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald J. Marusiak, Director |
|
|
|
|
|
|
|
|
|
Date: March 20, 2006
|
|
By:
|
|
/s/ Stephen A McConnell |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen A McConnell, Director |
|
|
|
|
|
|
|
|
|
Date: March 20, 2006
|
|
By:
|
|
/s/ Michael L. Watts |
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael L. Watts, Director |
|
|
10
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description |
31.1
|
|
Certification of Chief Executive Officer pursuant to Item
601(b)(31) of Regulation S-K. (Filed herewith). |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Item
601(b)(31) of Regulation S-K. (Filed herewith). |
11