As filed with the Securities and Exchange Commission on June 3, 2008

Registration No. 333-                  

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

MAC-GRAY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

404 WYMAN STREET, SUITE 400

WALTHAM, MASSACHUSETTS 02451-1212

(781) 487-7600

(Address of Principal Executive Offices)

 

MAC-GRAY CORPORATION AMENDED AND RESTATED
2001 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)

 

 

Stewart Gray MacDonald, Jr.

Chairman and Chief Executive Officer

Mac-Gray Corporation

404 Wyman Street, Suite 400

Waltham, Massachusetts 02451-1212

(781) 487-7600

(Name and Address of Agent For Service)

 

With copies to:

 

Robert P. Whalen, Jr., Esq.

Goodwin Procter LLP

Exchange Place

Boston, Massachusetts 02109-2881

(617) 570-1000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, $.01 par value		300,000 shares	(2)	$	8.46	(3)	$	2,538,000	(4)	$	100.00

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Mac-Gray Corporation Amended and Restated 2001 Employee Stock Purchase Plan (the “Plan”).

 

(2)  Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

 

(3)  The offering price pursuant to the Plan is 85% of the fair market value of the shares on the Offering Date or the Exercise Date (each as defined in the Plan), whichever is less.  Accordingly, this estimate is based on 85% of the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on May 27, 2008 pursuant to Rules 457(c) and (h) under the Securities Act, solely for purposes of determining the registration fee.

 

(4)  Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low sales prices on the New York Stock Exchange on May 27, 2008.

 

 

PART I

 

STATEMENT REGARDING INCORPORATION BY REFERENCE

FROM EFFECTIVE REGISTRATION STATEMENT

 

Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register additional shares of common stock, par value $0.01 per share, of the Registrant under the Plan.  A Registration Statement on Form S-8 was previously filed and declared effective (Registration File No. 333-62936) in connection with such Plan.  The contents of Registration Statement No. 333-62936 are incorporated herein by reference.

 

Item 8.           Exhibits.

 

No.		Description		Location
5.1		Opinion of Goodwin Procter LLP as to the legality of the securities being registered		Filed herewith
23.1		Consent of PricewaterhouseCoopers LLP, Independent Accountants		Filed herewith
23.2		Consent of Goodwin Procter LLP		Included in Exhibit 5.1 hereto
24.1		Powers of Attorney		Included on signature pages to this Registration Statement

 

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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 Waltham, Commonwealth of Massachusetts, on this 3rd day of June, 2008.

 

	Mac-Gray Corporation
	By:	/s/ Stewart Gray MacDonald, Jr.
		Stewart Gray MacDonald, Jr.
		Chairman, Chief Executive Officer and Director
		(Principal Executive Officer)

 

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Stewart Gray MacDonald, Jr., and Michael J. Shea, each of them singly, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signatures		Title		Date
/s/ Stewart Gray MacDonald, Jr.		Chairman, Chief Executive Officer and Director		June 3, 2008
Stewart Gray MacDonald, Jr.
/s/ Michael J. Shea		Executive Vice President, Chief Financial Officer and		June 3, 2008
Michael J. Shea		Treasurer (Principal Financial Officer and
		Principal Accounting Officer)
/s/ David W. Bryan		Director		June 3, 2008
David W. Bryan
		Director
Thomas E. Bullock
/s/ Christopher T. Jenny		Director		June 3, 2008
Christopher T. Jenny
/s/ Edward F. McCauley		Director		June 3, 2008
Edward F. McCauley
/s/ William F. Meagher		Director		June 3, 2008
William F. Meagher
/s/ Mary Ann Tocio		Director		June 3, 2008
Mary Ann Tocio

 

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Pursuant to the requirements of the Securities Act, the trustees (or other persons who will administer the Mac-Gray Corporation Amended and Restated 2001 Employee Stock Purchase Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waltham, Commonwealth of Massachusetts, on this 3rd day of June, 2008.

 

	Mac-Gray Corporation, as administrator of the Mac-Gray Corporation Amended and Restated 2001 Employee Stock Purchase Plan
	By:	/s/ Stewart Gray MacDonald, Jr.
		Stewart Gray MacDonald, Jr.
		Chairman and Chief Executive Officer

 

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EXHIBIT INDEX

 

No.		Description		Location
5.1		Opinion of Goodwin Procter LLP as to the legality of the securities being registered		Filed herewith
23.1		Consent of PricewaterhouseCoopers LLP, Independent Accountants		Filed herewith
23.2		Consent of Goodwin Procter LLP		Included in Exhibit 5.1 hereto
24.1		Powers of Attorney		Included on signature pages to this Registration Statement

 

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