As filed with the Securities and Exchange Commission on September 25, 2009April 2, 2013
Registration No. 333-161750333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-3/AS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Standard Parking CorporationSTANDARD PARKING CORPORATION
Delaware | 16-1171179 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
900 N. Michigan Avenue, Suite 1600
Chicago, Illinois 60611-1542
(312) 274-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert N. Sacks, Esq.
Executive Vice President—President, General Counsel and Secretary
Standard Parking Corporation
900 North Michigan Avenue, Suite 1600
Chicago, Illinois 60611-1542
(312) 274-2000
Copy to:Copies to:
Approximate date of commencement of proposed sale to the public:From time to time on or after the effective date of this registration statementOctober 2, 2013, as determined by market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following boxþx
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero | Accelerated filer | |||||
Non-accelerated filero | Smaller reporting companyo |
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered |
| Number of |
| Proposed |
| Proposed maximum |
| Amount of registration |
|
Common stock, par value $0.001 per share |
| 6,161,332 |
| $20.57 |
| $126,738,599.24 |
| $17,287.14 |
|
(1) This registration statement shall also cover any additional shares of common stock which become issuable by reason of any stock dividend, stock split or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the registrant.
(2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices for the registrant’s common stock as reported on the NASDAQ Global Select Market on March 26, 2013.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated September 25, 2009April 2, 2013
PROSPECTUS
7,581,842 of STANDARD PARKING CORPORATION
6,161,332 Shares
Common Stock Offered by the Selling Stockholders
The selling stockholders named in the “Selling Stockholders” section of this prospectus may elect from time to time on or after October 2, 2013, to offer and sell up to 7,581,8426,161,332 shares of our common stock, par value $0.001 per share, in one or more offerings.
The selling stockholders may, electfrom time to time on or after October 2, 2013, sell, the sharestransfer or otherwise dispose of common stock described in this prospectus in a numberany or all of different ways and at varying prices. We provide more information about how the selling stockholders may elect to sell the shares of common stock in the section titled “Plan of Distribution” on page 10.
Our common stock is traded on the NASDAQ Global Select Market under the symbol “STAN.” TheOn March 28, 2013, the last reported sale price of our common stock on the NASDAQ Global Select Market on September 22, 2009 was $17.78$20.70 per share.
Investing in our common stock involves a high degree of risk. Seerisks. You should carefully review the section entitled “Risk Factors” beginning on page 34 of this prospectus. You should also review carefully any risk factorsprospectus regarding information included in an applicable prospectus supplement and in the documents incorporated by reference intoin this prospectus for a discussion of risks that you should consider before investing in our common stock.and the applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 25, 2009
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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.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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,
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·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;
·insurance losses that are worse than expected or adverse events not covered by insurance;
·labor disputes;
·extraordinary events affecting parking at facilities that we manage, including emergency safety measures, military or terrorist attacks, cyber terrorism and natural disasters;
·the risk that state and municipal government clients sell or enter into long-term leases of parking-related assets to differ materially fromcompetitors or clients of our competitors;
·uncertainty in the credit markets;
·availability, terms and deployment of capital;
·our ability to obtain performance bonds on acceptable terms; and
·the impact of Federal health care reform.
You should consider our forward-looking statements:
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OUR COMPANY
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.
RISK FACTORS
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.
USE OF PROCEEDS
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.
The table below sets forth information with respect to the selling stockholders and the shares of our common stock beneficially owned by the selling stockholders.
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Maximum | ||||||||||||||||||||
Shares Beneficially | Number of | Shares Beneficially | ||||||||||||||||||
Owned | Shares | Owned | ||||||||||||||||||
Before the Offering | Being | After the Offering | ||||||||||||||||||
Name | Number | Percent | Offered | Number | Percent | |||||||||||||||
GSO Special Situations Fund LP(1)(2) | 2,505,409 | 16.4 | % | 2,505,409 | — | — | ||||||||||||||
GSO Special Situations Overseas Master Fund, Ltd.(1)(2) | 1,707,263 | 11.2 | % | 1,707,263 | — | — | ||||||||||||||
GSO Special Situations Overseas Benefit Plan Fund, Ltd.(1)(2) | 160,615 | 1.0 | % | 160,615 | — | — | ||||||||||||||
GSO Capital Opportunities Fund LP(1)(2) | 1,396,854 | 9.1 | % | 1,396,854 | — | — | ||||||||||||||
CML VII, LLC(2)(3) | 1,811,701 | 11.8 | % | 1,811,701 | — | — |
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|
| Shares Beneficially |
| Number of |
| Shares Beneficially |
| ||||
Name of Selling Stockholder |
| Number |
| Percent |
| Offered |
| Number |
| Percent |
|
Kohlberg CPC Rep, L.L.C. (1) |
| 3,613,167 |
| 16.55 | % | 3,613,167 |
| — |
| — | % |
2929 CPC Holdco, LLC (2) |
| 1,341,251 |
| 6.1 | % | 1,341,251 |
| — |
| — | % |
VCM STAN-CPC Holdings, LLC (3) |
| 1,204,388 |
| 5.5 | % | 1,204,388 |
| — |
| — | % |
(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
FGP. Versa Fund Management, LLC, a Delaware limited liability company (“VFM”), is the general partner of UGP, and Versa Capital Group, LLC, a Delaware limited liability company (“VCG”), manages and controls VFM. Gregory L. Segall is the controlling person of VCG.
Material Relationships with the SEC underSelling Stockholders
Merger Agreement
Pursuant to the Exchange Act that are incorporated by reference. Each prospectus supplement, post-effective amendment and/or filing underMerger Agreement, on the Exchange Act will include the following information:
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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
·none, if the selling stockholders collectively own less than 2,177,871 shares of our common stock.
In accordance with our obligations under the Merger Agreement, at the effective time of the Merger, the size of our board of directors was increased from five members to cumulate voting rights eight members and our board of directors, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Paul Halpern, Jonathan Ward and Gordon Woodward to fill the three new directorships resulting from the increase of the size of our board of directors.
Mr. Halpern is the Chief Investment Officer of Versa Capital Management, LLC, a private investment firm based in Philadelphia, Pennsylvania and an affiliate of VCM STAN-CPC Holdings, LLC, one of the selling stockholders (the “Versa Selling Stockholder”). Mr. Ward is an Operating Partner of Kohlberg & Co., L.L.C., a private investment firm based in Mount Kisco, New York and an affiliate of Kohlberg CPC Rep, L.L.C., one of the selling stockholders (the “Kohlberg Selling Stockholder”). Mr. Woodward is the Chief Investment Officer of Kohlberg & Co., L.L.C. Prior to the Merger, each of Mr. Halpern, Mr. Ward and Mr. Woodward were members of the boards of directors of KCPC and certain of its subsidiaries.
Closing Agreements
On February 28, 2012, simultaneous with the execution of the Merger Agreement, Standard Parking entered into closing agreements (the “Initial Closing Agreements”) with each of the following former stockholders of KCPC: (i) Lubert-Adler Fund V and Lubert-Adler Real Estate Parallel Fund V, L.P. (collectively, the “Lubert-Adler Funds”), each of which is an affiliate of 2929 CPC Holdco, LLC, which is one of the selling stockholders (the “Lubert-Adler Selling Stockholder”); (ii) Kohlberg Investors V, Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors, L.P. and KOCO Investors V, L.P. (collectively, the “Kohlberg Funds”), each of which is an affiliate of the Kohlberg Selling Stockholder; and (iii) VC Fund I and Versa Capital Fund I Parallel, L.P., a Delaware limited partnership (collectively, the “Versa Funds”), each of which is an affiliate of the Versa Selling Stockholder.
Immediately prior to the Merger, the Kohlberg Funds contributed to the Kohlberg Selling Stockholder all of the shares of capital stock of KCPC held by the Kohlberg Funds, the Lubert-Adler Funds contributed to the Lubert-Adler Selling Stockholder all of the shares of capital stock of KCPC held by the Lubert-Adler Funds, and the Versa Funds contributed to the Versa Selling Stockholder all of the shares of capital stock of KCPC held by the Versa Funds. Accordingly, on the Closing Date, we entered into Closing Agreements (the “Additional Closing Agreements” and, together with the Initial Closing Agreements, the “Closing Agreements”) with each of the selling stockholders.
Pursuant to the terms of the Closing Agreements, each of the selling stockholders have agreed that, for a period of three years following the Closing Date and for so long as such selling stockholder owns in the aggregate (together with its affiliates, all other selling stockholders and their respective affiliates and any other persons with which any of the foregoing form a “group” under Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)) beneficially or of record more than 10% of the issued and outstanding shares of our common stock, to cause the shares of common stock held by them to be counted as present at any meeting of our stockholders and to vote, in person or by proxy, all of such shares of common stock as follows:
For two years following the Closing Date:
·with respect to the election of directors which means that the holdersto our board of a majority of the shares voted can elect all of the directors, then standing for election.
·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.
For the period beginning on the date after paymentthe second anniversary of liabilities, subjectthe Closing Date and ending on the third anniversary of the Closing Date:
·with respect to the liquidation preferenceelection of any outstanding preferred stock.
·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.
The Kohlberg Funds have agreed that, for four years after the Closing Date, they will be, validly issued, fully paidnot consult with or participate in any business or business unit (i) that is engaged in owning, leasing, managing or operating for a third party any motor vehicle parking lot, parking garage or other parking facility or (ii) that is engaged as a principal part of such business or business unit in providing parking related services, and nonassessable.
The Kohlberg Funds and the Versa Funds have agreed generally not to (i) hire, solicit or encourage any person employed by us or our subsidiaries in a senior executive or manager capacity to leave the employment of us or our subsidiaries or (ii) hire any such person who has left the employ of us or our subsidiaries within one year after the departure of such person. The Kohlberg Funds are subject to the foregoing restrictions for a term of four years following the Closing Date and the Versa Funds are subject to the foregoing restrictions for a term of three and one-half years following the Closing Date.
In addition, the Kohlberg Funds and the Versa Funds have agreed generally not to (i) induce or attempt to induce any of our or our subsidiaries’ clients or customers or any owner, lessor, manager or operator of any parking facility managed by us or any of our subsidiaries or any of their affiliates to terminate or reduce the parking services business it conducts with us or any of our subsidiaries or affiliates or change the terms of its relationship with us or any of our subsidiaries or affiliates to terms that are less favorable to us, (ii) provide parking services to any of our customers or (iii) solicit any of our customers at any time to provide parking services to such customer. The Kohlberg Funds are subject to the foregoing restrictions for a term of four years following the Closing Date and the Versa Funds are subject to the foregoing restrictions for a term of three and one-half years following the Closing Date.
The Closing Agreements impose certain additional restrictive covenants on Alienability
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.
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·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.
“Securities Act”), (ii) the date that all registrable securities have been sold and (iii) the seventh anniversary of the effective date of the registration statement. 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 that they hold. In addition, in most circumstances when we propose to register any of our equity securities under the Securities Act (other than pursuant to a demand registration mentioned above),this prospectus prior to October 2, 2013. The selling stockholders have the right to request up to four firm commitment underwritten public offerings of the shares that we issued pursuant to the Merger Agreement, with no more than one such offering being requested in any six-month period. Our obligation to effect any such offering is subject to customary underwriting cutbacks in the event that the managing underwriter determines that inclusion of the number of securities requested to be included in such offering would adversely affect the marketability of such offering. The Registration Rights Agreement also provides the selling stockholders will havewith piggyback registration rights for underwritten public offerings that we may effect for our own account or for the opportunity to register their sharesbenefit of our common stock on such registration statement, subject to cut-backs required by any underwriter. The registration rights terminateother stockholders.
Other Arrangements
Prior to the extent theseconsummation of the Merger, KCPC, Central, Kohlberg and Lubert-Adler were parties to that certain management agreement, dated as of May 22, 2007, pursuant to which KCPC and Central paid periodic management fees to Kohlberg and Lubert-Adler. The management agreement was terminated effective as of the consummation of the Merger.
The selling stockholders may, from time to time on or after October 2, 2013, sell, transfer or otherwise dispose of any or all of their shares of common stock are soldincluded for public offering in a public offering.
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·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:
one or more managing underwriters or directly by one or more firms acting as underwriters. Generally,The underwriter or underwriters with respect to a particular underwritten offering and, if an underwriting syndicate is used, the underwriters’ obligations to purchase the shares of our common stock will be subject to certain conditions precedent. Themanaging underwriter or underwriters will be obligated to purchase all of the shares of our common stock if they purchase any of the shares (other than any shares purchased upon exercise of any over-allotment option).
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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
us of the Securities Act, the Exchange Act or any state securities laws in connection with any registration required under the Registration Rights Agreement.
Similarly, each selling stockholder has agreed to, severally and not jointly, pro rata based on its ownership of registrable securities up to the net proceeds received by such selling stockholder in the sale giving rise to such indemnification obligation, indemnify us from and against any and all losses for 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 to the extent that such untrue statements or omissions are based upon information regarding such selling stockholder furnished by such selling stockholder expressly for inclusion in such registration statement, prospectus or amendment or supplement thereto.
The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, if available, or pursuantprovided that they meet the criteria and conform to other available exemptions from the registration requirements of the Securities Act or not at all.
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.
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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.
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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.
WHERE YOU CAN FIND MORE INFORMATION
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
INCORPORATIONINFORMATION INCORPORATED BY REFERENCE
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:
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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:
Standard Parking Corporation
Attention: Investor Relations
900 N. Michigan Avenue, Suite 1600
Chicago, Illinois 60611-1542
(312) 274-2000
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by Standard Parking Corporation, or the “registrant,” in connection with the sale of the securities being registered hereby. All amounts are estimates except the Securities and Exchange Commission registration fee.
Amount to be Paid | ||||
Securities and Exchange Commission registration fee | $ | 7,264 | ||
Printing and engraving expenses | 25,000 | |||
Legal fees and expenses | 100,000 | |||
Accounting fees and expenses | 30,000 | |||
Miscellaneous | 10,000 | |||
Total | $ | 172,264 | ||
Securities and Exchange Commission registration fee |
| $ | 17,287.14 |
|
Printing expenses |
| 10,000.00 |
| |
Legal fees and expenses |
| 50,000.00 |
| |
Accounting fees and expenses |
| 55,000.00 |
| |
Miscellaneous |
| 2,712.86 |
| |
Total |
| $ | 135,000.00 |
|
ITEM 15. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General Corporation Law, or the “DGCL,” which permits a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s fiduciary duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. The registrant’s second amendedSecond Amended and restated certificateRestated Certificate of incorporation,Incorporation, as amended, contains the provisions permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a corporation may indemnify any persons, including directors and officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of another corporation, or is or was serving at the request of such company as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interest and, with respect to any criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify directors and/or officers in an action or suit by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director or officer is adjudicated to be liable to the company. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer actually and reasonably incurred.
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indemnification of directors or officers of the registrant to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented.
The above provisions of the DGCL are nonexclusive.
The registrant maintains director and officer liability insurance policies which cover certain liabilities of directors and officers of the registrant arising out of claims based on acts or omissions in their capacities as directors or officers.
ITEM 16. Exhibits.
See the Exhibit Index immediately preceding the exhibits hereto, which is incorporated herein by reference.
ITEM 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-3 (§ 239.13 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by us pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrantRegistrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Exchange Act and will be governed by the final adjudication of such issue.
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SIGNATURES
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STANDARD PARKING CORPORATION | |||||||
By: | /s/ James A. Wilhelm | ||||||
Name: James A. Wilhelm | |||||||
Title: President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Sacks, G Marc Baumann and Daniel R. Meyer as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitute or substitutes, 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 dates indicated.
Signature | Title | Date | ||
/s/ James A. Wilhelm | Director, President and Chief | April 2, 2013 | ||
James A. Wilhelm | Executive Officer | |||
(Principal Executive | ||||
/s/ | Chief Financial Officer, | April 2, 2013 | ||
G Marc Baumann | and President of Urban Operations | |||
(Principal Financial Officer) | ||||
/s/ Daniel R. Meyer | Senior Vice President, Corporate | April 2, 2013 | ||
Daniel R. Meyer | Controller and |
(Principal Accounting Officer and Duly Authorized Officer) |
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Signature | Title | Date | ||
/s/ Charles L. Biggs | Director | April 2, 2013 | ||
Charles L. Biggs | ||||
/s/ Karen M. Garrison | Director | April 2, 2013 | ||
Karen M. Garrison | ||||
/s/ Paul Halpern | Director | April 2, 2013 | ||
Paul Halpern | ||||
/s/ Robert S. Roath | Director and | April 2, 2013 | ||
Robert S. Roath | Chairman | |||
/s/ Michael J. Roberts | Director | April 2, 2013 | ||
Michael J. Roberts | ||||
/s/ Jonathan P. Ward | Director | April 2, 2013 | ||
Jonathan P. Ward | ||||
/s/ Gordon H. Woodward | Director | April 2, 2013 | ||
Gordon H. Woodward |
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
2.1 | Agreement and Plan of | |
4.1 | Specimen common stock certificate (incorporated by reference to exhibit 4.1 of Amendment No. 2 to | |
4.2 | Second Amended and Restated Certificate of Incorporation of Standard Parking Corporation filed on June 2, 2004 (incorporated by reference to exhibit 3.1.1 of Standard Parking Corporation’s Annual Report on Form 10-K filed on March 13, 2009). | |
4.3 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Standard Parking Corporation effective as of January 7, 2008 (incorporated by reference to exhibit 3.1.1 of Standard Parking Corporation’s Annual Report on Form 10-K filed on March 13, 2009). | |
4.4 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Standard Parking Corporation effective as of April 29, 2010 (incorporated by reference to exhibit 3.1.3 of Standard Parking Corporation’s Quarterly Report on Form 10-Q filed on August 6, 2010). | |
4.5 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Standard Parking Corporation effective as of May 6, 2010 (incorporated by reference to exhibit 3.1.4 of Standard Parking Corporation’s Quarterly Report on Form 10-Q filed on August 6, 2010). | |
4.6 | Fourth Amended and Restated Bylaws of Standard Parking Corporation dated January 1, 2010 (incorporated by reference to exhibit 3.1 of Standard Parking Corporation’s Current Report on Form 8-K filed on January 27, 2010). | |
4.7 | The Closing Agreements, dated February 28, 2012, between | |
4.8 | The Closing Agreements, dated February 28, 2012, between Standard Parking Corporation and each of Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P. and KOCO Investors V, L.P. (incorporated by reference to exhibit 10.3 of Standard Parking Corporation’s Current Report on Form 8-K filed on February 29, 2012). | |
4.9 | The Closing Agreements, dated February 28, 2012, between Standard Parking Corporation and each of Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P. (incorporated by |
reference to exhibit 10.4 of Standard Parking Corporation’s Current Report on Form 8-K filed on February 29, 2012). | ||
4.10 | Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and Kohlberg CPC Rep, LLC (incorporated by reference to exhibit 10.2 of Standard Parking Corporation’s Current Report on Form 8-K filed on October 2, 2012). | |
4.11 | Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and 2929 CPC HoldCo, LLC (incorporated by reference to exhibit 10.3 of Standard Parking Corporation’s Current Report on Form 8-K filed on October 2, 2012). | |
4.12 | Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and VCM STAN-CPC Holdings, LLC (incorporated by reference to exhibit 10.4 of Standard Parking Corporation’s Current Report on Form 8-K filed on October 2, 2012). | |
4.13 | Registration Rights Agreement, dated as of October 2, 2012, among Standard Parking Corporation, Kohlberg CPC Rep, L.L.C., 2929 CPC HoldCo, LLC and VCM STAN-CPC Holdings (incorporated by reference to exhibit 10.1 of Standard Parking Corporation’s Current Report on Form 8-K filed on October 2, 2012). | |
5.1* | Opinion of | |
23.1* | Consent of Ernst & Young LLP, Independent Registered Public Accounting | |
23.2* | Consent of Ernst & Young LLP, Independent Auditors (as to the incorporation by reference of the consolidated financial statements of KCPC Holdings, Inc. as of September 30, 2012 and for the year ended September 30, 2012). | |
23.3* | Consent of | |
23.4* | Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1). | |
24.1* | Powers of Attorney (included on signature page). |
* Filed herewith.