This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission or the “SEC,”(the “SEC”) using a “shelf” registration process. Under this shelf registration process, the selling stockholders may elect to sell up to 7,581,8426,161,332 shares of our common stock from time to time on or after October 2, 2013 in one or more offerings.

You should rely only on the information contained or incorporated by reference in this prospectus and an applicable prospectus supplement or any free writing prospectus prepared by us.prospectus. We have not authorized any other personanyone to provide you with information different information. If anyone provides you with different or inconsistent information, you should not rely on it.from that contained in this prospectus. This prospectus is not an offeroffering to sell, and is seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus speaks only as of our common stock in any state where the offer is not permitted.

We may provide a prospectus supplement containing specific information about the terms of a particular offering by the selling stockholders or their transferees. The prospectus supplement may add, update or change information in our affairs or thatthis prospectus. If information in a prospectus supplement is inconsistent with the information in this prospectus, is correct as of any date after the date of this prospectus. Youyou should not assume thatrely on the information in that prospectus supplement. You should read both this prospectus includingand, if applicable, any information incorporated in this prospectus by reference, an applicable prospectus supplement or any free writing prospectus prepared by us, is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus unless indicated otherwise: (1) ”Standardand any accompanying prospectus supplement, references to “Standard Parking,” the “company,“the Company,” “we,” “us” and “our” and similar expressions refer to Standard Parking Corporation;Corporation and (2) “selling stockholders” refers to GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund, Ltd., GSO Special Situations Overseas Benefit Plan Fund, Ltd., GSO Capital Opportunities Fund LP, and CML VII, LLC.

This prospectus and any accompanying prospectus supplement, including information we incorporate by reference, includes forward-looking statements withinas defined in the meaning of Section 27A of thePrivate Securities Litigation Reform Act of 1933, as amended, or1995, including statements regarding our merger with KCPC Holdings, Inc. (“KCPC”), the “Securities Act,”former ultimate parent of Central Parking Corporation (“Central”), and Section 21Ethe other expectations, beliefs, plans, intentions and strategies of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. The statements contained in this prospectus and any accompanying prospectus supplement,

·our ability to integrate Central into the business of Standard Parking successfully and the amount of time and expense spent and incurred in connection with the integration;

·the risk that the economic benefits, cost savings and other synergies that we anticipate as a result of the Merger (as defined below) are among thosenot fully realized or take longer to realize than expected;

·our substantially increased indebtedness incurred in connection with the Merger, which may reduce available cash flow, increase vulnerability to adverse economic conditions, and limit flexibility in planning for, or reacting to, changes in or challenges related to our business;

·unanticipated Merger and integration expenses;

·adverse litigation judgments or settlements;

·adverse impact to our operations in areas damaged by Hurricane Sandy;

·changes in general economic and business conditions or demographic trends;

·the loss of customers, clients or strategic alliances as a result of the Merger;

·other losses, or renewals on less favorable terms, of management contracts and leases;

·the effect on our strategy and operations due to changes to our board of directors that may cause actual resultsoccurred upon the completion of the Merger;

·the impact of the divestitures of management contracts and leases required by the agreement entered into by us with the Department of Justice in connection with the Merger;

·the impact of public and private regulations;

·financial difficulties or bankruptcy of major clients;

·intense competition;

2

On October 2, 2012 (the “Closing Date”), Standard Parking acquired KCPC pursuant to a merger (the “Merger”) of Hermitage Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Standard Parking (“Merger Sub”), with and into KCPC, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 28, 2012, by and among Standard, KCPC, Merger Sub and Kohlberg CPC Rep, L.L.C., in its capacity as the representative of KCPC’s stockholders.  KCPC was the surviving corporation in the Merger and, as a result, is now a wholly-owned subsidiary of Standard Parking.

We are aone of the leading national providerproviders of parking facility management, ground transportation and other ancillary services to commercial, institutional and municipal clients in the United States, Puerto Rico and Canada.  Our services include a comprehensive set of on-site parking management and ground transportation services, which consist of training, scheduling and supervising all service personnel as well as providing customer service, marketing, maintenance, security and accounting and revenue control functions necessary to facilitate the operation of our clients’ parking facilities. We also provide a range of ancillary services such as airport shuttle operations, valet services, taxi and livery dispatch services and municipal meter revenue collection and enforcement services. We provide on-site management services at multi-level and surface parking facilities for all major marketsstrive to be the #1 or #2 provider in each of the core markets in which we operate. As a given geographic market achieves a threshold operational size, we typically will establish a local office in order to promote increased operating efficiency. We rely on both organic growth and acquisitions to increase our client base and leverage our fixed corporate and administrative costs within each major metropolitan area. Our clients choose to outsource with us in order to attract, service and retain customers, gain access to the breadth and depth of our service and process expertise, leverage our significant technology capabilities and enhance their parking industry. We managefacility revenue, profitability and cash flow. As of December 31, 2012, including Central, we managed approximately 2,2004,300 parking facilities,facility locations containing over oneapproximately 2.1 million parking spaces in over 330approximately 456 cities, across the United Statesoperated 262 parking-related service centers serving 75 airports, operated a fleet of approximately 700 shuttle buses carrying approximately 35 million passengers per year, operated 136 valet locations and Canada. Our diversified client base includes someemployed a professional staff of the nation’s largest private and public owners, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, hotels, and hospitals and medical centers, including properties such as the MET Life Building in New York, the Four Seasons Hotel in Chicago, Harvard Medical School in Boston, Nationwide Arena in Columbus, Westfield Shoppingtown Century City in Los Angeles, and Greenway Plaza in Houston. As of September 1, 2009, we managed 134 parking-related and shuttle bus operations serving 64 airports, including Chicago O’Hare International Airport, Cleveland Hopkins International Airport and Denver International Airport.

We maintain our principal executive offices at 900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611-1542. Our telephone number is (312) 274-2000. Our web site address iswww.standardparking.com. Our periodic reports and other information filed with or furnished to the SEC is available free of charge through our web site promptly after those reports and other information are electronically filed with or furnished to the SEC. Information contained on our web site or any other web site is not incorporated by reference into this prospectus, and you should not consider information contained on our web site or any other web site to be a part of this prospectus.

Investing in our common stock involves a high degree of risk.  You should review carefully any risk factors includedconsider the risks and uncertainties described in an applicable prospectus supplement and inour filings with the documentsSEC, which are incorporated by reference into this prospectus, including the mattersthose discussed under “Risk Factors” in item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as well as2012. See “Where You Can Find More Information”. The risks and uncertainties described in this prospectus and the documents incorporated by reference herein are not the only ones facing us. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business. If any amendments thereto reflectedof the risks and uncertainties described in subsequent filings withthis prospectus or the SEC, and indocuments incorporated by reference herein actually occur, our quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2009 and June 30, 2009 filed with the SEC, as well as any amendments thereto reflected in subsequent filings with the SEC, for a discussion of risks that you should consider before investing in our common stock.

We will not receive any proceeds from the sale if any, of the common stock offered for sale in this prospectus by the selling stockholders.  The selling stockholders will receive all of the net proceeds from these sales.

4

(1)Kohlberg Investors V, L.P., a Delaware limited partnership (“Kohlberg Investors V”), is the managing member of Kohlberg CPC Rep, L.L.C.  The general partner of Kohlberg Investors V is Kohlberg Management V, L.L.C., a Delaware limited liability company (“Kohlberg Management V”).  James A. Kohlberg is the managing member of Kohlberg Management V.  Christopher Anderson, Samuel P. Frieder, Seth H. Hollander, Christopher Lacovara, Shant Mardirossian, Evan Wildstein, Benjamin Mao, James A. Kohlberg and Gordon Woodward are members of Kohlberg Management V.  Mr. Kohlberg, Mr. Anderson, Mr. Frieder, Mr. Lacovara, Mr. Wildstein, Mr. Mardirossian, Mr. Hollander, Mr. Mao and Mr. Woodward are members of the Operating Committee of Kohlberg Management V.  The investment decisions of Kohlberg Management V are made by a vote of a majority of the members of its Operating Committee.  The individuals named above may be deemed to beneficially own the shares that are, or are deemed to be beneficially owned by, Kohlberg CPC Rep, L.L.C.  Such persons disclaim beneficial ownership of such shares.

(2)Lubert-Adler Real Estate Fund V, L.P., a Delaware limited partnership (“Lubert-Adler Fund V”), is the managing member of 2929 CPC Holdco, LLC.  The general partner of Lubert-Adler Fund V is Lubert-Adler Group V, L.P., a Delaware limited partnership (“Group V LP”).  The general partner of Group V LP is Lubert-Adler Group V, LLC, a Delaware limited liability company (“Group V LLC”).  The board of managers of Group V LLC controls Group V LLC and acts by a unanimous vote of its members.  The board of managers of Group V LLC consists of Dean S. Adler and Ira M. Lubert.  The management company for Lubert-Adler Fund V is L-A Financial Management, LLC, a Delaware limited liability company (“Manager LLC”).  The board of managers of Manager LLC controls Manager LLC and acts by a unanimous vote of its members.  The board of managers of Manager LLC consists of Dean S. Adler and Ira M. Lubert.  Manager LLC has an asset management committee which acts by a majority vote of its members.  The asset management committee’s members are Gerald Ronon, Stuart Margulies, Amy Wilde, Mark Kripke and Ryan Forry.  Decisions regarding 2929 CPC Holdco, LLC are approved by both Group V LLC and the asset management committee of Manager LLC.  Dean S. Adler and Ira M. Lubert are the members of Group V LLC and Manager LLC.

(3)Versa Capital Fund I, L.P., a Delaware limited partnership (“VC Fund I”), is the managing member of VCM STAN-CPC Holdings, LLC.  Versa FGP-I, LP, a Delaware limited partnership (“FGP”), is the general partner of VC Fund I.  Versa UGP-I, LLC, a Delaware limited liability company (“UGP”), is the general partner of

5

Subject to the limitations set forth in the Merger Agreement, each former stockholder of KCPC, including each of the selling stockholders, is required, severally and not jointly, to indemnify us and our affiliates and our respective directors, members, officers, equityholders, partners, employees, agents, subsidiaries, representatives, successors and assigns (collectively, the “Standard Parking Indemnified Parties”) for such former stockholder’s pro rata share of (i) adverse consequences for which any Standard Parking Indemnified Party sustains as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of KCPC contained in the Merger Agreement, (ii) the amount by which any payments by Standard Parking with respect to certain indemnified items (such as fees and tenexpenses incurred with respect to existing litigation matters, obligations for non-routine repair and maintenance, pending union audits and third party indemnification obligations in connection with the disposition of any business of KCPC) exceeds the amount of the deductibles for such indemnified items set forth in the Merger Agreement, (iii) certain taxes incurred by KCPC prior to the Closing Date, (iv) the amount by which the combined net debt and the absolute value of net working capital of KCPC as of the Closing Date was greater than $285 million and (v) any adverse consequences resulting from dispositions of real property by KCPC prior to the Closing Date.

Standard Parking Board Designees

Pursuant to the Merger Agreement, our board of directors is required to nominate for election to our board of directors, unanimously recommend that our stockholders vote in favor of election to our board of directors, and solicit proxies in favor of the election of, the individuals designated by the Kohlberg Selling Stockholder (as defined herein), in its capacity as the representative of the former KCPC stockholders.  The Kohlberg Selling Stockholder, in its capacity as the representative of the former KCPC stockholders, is entitled to designate the following number of designees to our board of directors:

·three, so long as the selling stockholders collectively own greater than or equal to 5,444,678 shares of preferred stock, $0.001 par value per share.

·two, so long as the selling stockholders collectively own greater than or equal to 4,355,742 shares of our common stock are entitledand less than 5,444,678 shares of our common stock;

·one, so long as the selling stockholders collectively own greater than or equal to one vote per share on all matters to be voted upon by the stockholders. The holders2,177,871 shares of our common stock are not entitledand less than 4,355,742 shares of our common stock; and

6

·with respect to all other matters submitted for a vote of our liquidation, dissolution or winding up, holdersstockholders, in accordance with the recommendation of our common stock are entitledboard of directors with respect to share ratably in all assets remainingsuch matters.

7

·with respect to all other matters submitted for a vote of our common stock are subjectstockholders, in proportion to the votes cast by our other stockholders.

Each selling stockholder has also agreed that, for a period of four years after the Closing Date and may be adversely affected by,for so long as such selling stockholder owns in the rightsaggregate (together with its affiliates, all other selling stockholders, their affiliates and other persons with which any of the holdersforegoing form a “group”) beneficially or of sharesrecord more than 5% of any series of preferred stock that we may designatethe issued and issue in the future.

·acquire or agree to acquire, or publicly offer or propose to acquire any of our voting securities or any rights or options to acquire any of our voting securities;

·make any announcement with respect to, or publicly offer to effect, any merger, acquisition, consolidation, other business combination, restructuring, recapitalization, tender offer, exchange offer or other extraordinary transaction with or involving us or any of our subsidiaries or any of our or their securities or assets; provided that such selling stockholder may file or amend its Schedule 13D regarding our common stock or make other securities or tax filings as required by law;

·other than in connection with the designation of designees to be outstanding upon completionour board of directors in accordance with the Merger Agreement, (1) initiate, propose, induce or attempt to induce any other person to initiate any stockholder proposal, nominate any director to our board of directors or make any attempt to call a special meeting of our stockholders, (2) submit any proposal for consideration at, or bring any other business before, any meeting of our stockholders, or request that we include any proposals or director nominees in any proxy statement, (3) engage, or in any way participate, directly or indirectly, in any solicitations of proxies or consents or seek to advise, encourage or influence any person with respect to the voting of our securities (except in support of proposals approved by our board of directors) or (4) otherwise communicate with our stockholders or others through various forms of public communications regarding how such stockholder intends to vote his, her or its shares;

·participate in a “group” with any other person or enter into any negotiation, contract or relationship with any third party, other than an affiliate of such selling stockholder, with respect to the acquisition or voting of any of our voting securities;

·deposit any of our voting securities in any voting trust or subject any of our voting securities to any voting agreement;

·publicly seek or publicly request permission to take any action that would violate any of the offeringforegoing, amend or waive any of the requirements listed above or make any public announcement with respect to any of the requirements listed above; or

·take, or cause others to take, any actions that would otherwise violate any of the requirements listed above.

8

Under the Closing Agreements, if, on or prior to October 2, 2004, which the2016, any selling stockholders became party to on May 15, 2009 (as described below), until such time asstockholder transfers any shares of the common stock being registered hereunder are sold in one or more transactions registered under the Securities Act orowned by it pursuant to Rule 144 under the Securities Act, such shares may not be transferred unlessa privately negotiated transaction, the transferee has agreed in writingwill be required, as a condition to such transfer, to deliver to Standard Parking a joinder to the applicable Closing Agreement, agreeing to be bound by the termsstandstill and transfer restrictions and the agreements regarding the voting of common stock therein, if such selling stockholder transfers shares of common stock:

·representing 5% or more of the registration rights agreement.

·to any person, following which the termstransferee, together with its affiliates and any member of our second amendeda group with such transferee, owns beneficially or of record 5% or more of the issued and restated certificate of incorporation, as amended, our board of directors has the authority, without further action by the stockholders and subject to the limits imposed by the Delaware General Corporation Law, or “DGCL,” to issue up to tenoutstanding shares of preferred stock. The issuancecommon stock; or

·to any affiliate of preferred stock would havesuch selling stockholder or any other selling stockholder or any member of a group with such selling stockholder or any other selling stockholder or their respective affiliates.

Registration Rights Agreement

On the effect of restricting dividends on our common stock, diluting the voting power for our common stock and impairing the liquidation rights of our common stock. At present,Closing Date, we have no plans to issue any shares of preferred stock.

9

·sales to sell all or through underwriters or broker-dealers for their own account or for resales to the public or to investors;

·directly to one or more purchasers in privately negotiated transactions, subject to the conditions on certain transfers in privately negotiated transactions set forth in the Closing Agreements;

·block trades;

·a portioncombination of any such methods of sale; and

·any other method permitted by applicable law and not prohibited under the Closing Agreements or the Registration Rights Agreement.

However, pursuant to the Registration Rights Agreement, prior to October 2, 2015, none of the selling stockholders may make any offers or sales of our common stock pursuant to this prospectus except in a firm commitment underwritten public offering, and none of the selling stockholders is permitted to request an underwritten public offering of shares of our common stock pursuant to this prospectus prior to October 2, 2013.  If underwriters are used in a sale or distribution, the shares of our common stock covered by this prospectus from time to time in any of the following ways:

10

In connection with a firm commitment underwritten public offering, underwriters or agents may be effected on any exchange on which the securities are traded,receive compensation in the over-the-counter marketform of discounts, concessions or otherwise.

The selling stockholders against certain liabilities related toand any underwriters, broker-dealers or agents that participate in the sale of the common stock including liabilities arisingor interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act.  Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act.  UnderSelling stockholders who are “underwriters” within the registration rights agreement, we have also agreedmeaning of Section 2(11) of the Securities Act will be subject to pay the costs, expenses and feesprospectus delivery requirements of registering the shares of common stock.

To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the shares of our common stock under this prospectus,to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may electbe sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sellsales of shares in the market and to the activities of the selling stockholders and their affiliates.

Under the Registration Rights Agreement, we are required to pay all fees and expenses incident to the registration and sale of the shares, including the fees and disbursements of common stockno more than one counsel for the selling stockholders, with such fees and disbursements of counsel not to exceed, in compliancethe aggregate, $25,000 (or $50,000 in connection with a firm commitment underwritten public offering).  The selling stockholders are responsible for all underwriting and placement discounts and commissions, agency and placement fees, broker’s commissions and transfer taxes, if any, relating to the provisionsregistration, sale or disposition of the shares held by the selling stockholders.

We have agreed to indemnify each selling stockholder and its affiliates against liabilities, including liabilities under the Securities Act and state securities laws, relating to (i) any untrue statement of a material fact contained in, or any omission of a material fact from, any registration statement, prospectus or any amendment or supplement thereto except to the extent that such untrue statements or omissions are based upon information furnished by such selling stockholder expressly for inclusion in such registration statement or prospectus or (ii) any violation or alleged violation by

11

No member of the GSO Funds is an affiliateFinancial Industry Regulatory Authority (“FINRA”) may receive compensation in excess of a broker-dealer. CML VII, LLC has entered into a voting agreementthat allowable under FINRA rules, including Rule 5110, in connection with the GSO Funds and GSO Capital Partners LP, eachsale of which is affiliated with a registered broker-dealer. The GSO Funds and CML VII, LLC each acquired the common stock being offered by itshares under this prospectus, in the ordinary course of business. At the time of acquisition, none of the GSO Funds or CML VII, LLC had any agreement or understanding, directly or indirectly, with any person to distribute such securities.

The validity of the shares of our common stock to be offered by this prospectusthe selling stockholders will be passed upon for usthe Company by Reed SmithKatten Muchin Rosenman LLP, Chicago, Illinois.

The consolidated financial statements of Standard Parking Corporation as of December 31, 2012, and for each of the years in the three-year period ended December 31, 2012, audited by Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and schedulewhich are included in ourStandard Parking Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, and the effectiveness of our internal control over financial reporting as of December 31, 2008, as set forth in their reports, which are2012, have been incorporated by reference in this prospectusherein and elsewhere in the registration statement. Our financial statements and schedule are incorporated by referencestatement in reliance on Ernst & Young LLP’s reports,their report given on their authority as experts in accounting and auditing.

The audited historical financial statements of KCPC Holdings, Inc. as of September 30, 2011, and for the years ended September 30, 2011 and September 30, 2010, which are included in Exhibit 99.1 of Standard Parking Corporation’s Current Report on Form 8-K filed with the SEC such indemnification is against public policyon April 2, 2013, have been incorporated by reference herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given the authority of said firm as expressedexperts in the Securities Actaccounting and is therefore unenforceable.

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act.SEC.  You may read and copy this information from the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates.20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet web site that contains reports, proxy statements and other information about issuers, like us,including Standard Parking, that file electronically with the SEC. The address of that web site iswww.sec.gov.www.sec.gov

The SEC allows us to “incorporate by reference” the information into this prospectus documents we file with them which meansthe SEC, meaning that we can discloseare disclosing important information to you by referring you to those documents instead of having to repeatanother document filed separately with the information in this prospectus.SEC.  The information incorporatedthat we incorporate by reference is considered to be a part of this prospectus, and later information that we file with the SEC will automatically update and supersede thisthat information.  We incorporateThis prospectus incorporates by reference the documents listedset forth below that have been previously filed with us by the SEC:

·Annual Report on Form 10-K, filed on March 18, 2013, for the fiscal year ended December 31, 2012 (including portions of the definitive Proxy Statement for our 2013 annual meeting of stockholders filed on April 1, 2013 solely to the extent incorporated by reference therein);

·Current Reports on Form 8-K filed on February 15, 2013, February 27, 2013 and April 2, 2013; and

·Registration Statement on Form 8-A filed on May 25, 2004 (description of the common stock), including any future informationamendment or report filed (rather than furnished)for the purpose of updating such description.

We also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act betweenafter the date of this prospectus and the termination of the offering and also between the date of the initial registration statement and prior to effectiveness of the registration statement, provided, however, that we are not incorporating(excluding any information furnished under any of Item 2.02 or Item 7.01 of any current reportbut not filed).  Those documents include periodic reports such as Annual Reports on Form 8-K:

We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents by writing or telephoning us at the following address: