UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to _____________
COMMISSION FILE NUMBER 1-13495
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MAC-GRAY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3361982
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
22 WATER STREET
CAMBRIDGE, MASSACHUSETTS 02141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 492-4040
Securities Registered Pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
Common Stock, par value $.01 per share New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant"s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. { }
The aggregate market value of the voting stock of the registrant held
by non-affiliates of the registrant as of March 28, 2002 was $44,283,827 based
on the last sales price of $3.50 per share as of March 28, 2002 on the NYSE.
As of March 28, 2002, 12,652,522 shares of common stock of the
registrant, par value $.01 per share, were outstanding.
The undersigned registrant hereby amends its Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31, 2001 to file
amended Exhibit 23.1, Consent of Independent Accountants, to correct the report
date reference to "February 28, 2002" in accordance with the date shown in Page
F-2 of the Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)(3) EXHIBITS:
Certain exhibits indicated below are incorporated by reference to
documents of Mac-Gray on file with the Commission. Each exhibit marked by a
cross (+) was previously filed as an exhibit to Mac-Gray's Registration
Statement on Form S-1 filed on August 14, 1997 (No. 333-33669) and the number in
parentheses following the description of the exhibit refers to the exhibit
number in the Form S-1. Each exhibit marked by an asterisk (*) was previously
filed as an exhibit to Mac-Gray's Registration Statement on Form S-4 filed on
February 9, 1998 (No. 333-45899) and the number in parentheses following the
description of the exhibit refers to the exhibit number in the Form S-4. Each
exhibit marked by a number sign (#) was previously filed as an exhibit to
Amendment No. 1 to Mac-Gray's Registration Statement on Form S-1, filed on
September 25, 1997 (No. 333-33669) and the number in parentheses following the
description of the exhibit refers to the exhibit number in the Form S-1. Each
exhibit marked by a (z) was previously filed as an exhibit to Amendment No. 1 of
Mac-Gray's Registration Statement on Form S-1, filed on April 17, 1998 (No.
333-49795) and the number in parentheses following the description of the
exhibit refers to the exhibit number in the Form S-1. Each exhibit marked by a
(y) was previously filed as an exhibit to Mac-Gray's Form 8-K, filed on May 8,
1998 (No. 001-13495) and the number in parentheses following the description of
the exhibit refers to the exhibit number in the Form 8-K. Each exhibit marked by
an (x) was previously filed as an exhibit to Mac-Gray's Form 8-K filed on June
18, 1999 (No. 001-13495) and the number in parentheses following the description
of the exhibit refers to the exhibit number in the Form 8-K. Each exhibit marked
by a (w) was previously filed as an exhibit to Mac-Gray's Form 10-Q filed on
August 14, 2000 (No. 001-13495) and the number in parentheses following the
description of the exhibit refers to the exhibit number in the Form 10-Q. Each
exhibit marked by a (u) was previously filed as an exhibit to Mac-Gray's Form
10-K filed on March 29, 2002 (No. 001-13495) and the number in parentheses
following the description of the exhibit refers to the exhibit number in the
Form 10-K.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Annual Report on Form 10-K.
2.1 Stock Purchase Agreement, dated as of March 31, 1998, by and among
Mac-Gray Services, Inc., Copico, Inc. and the stockholders of Copico,
Inc. (10.20).z
2.2 Stock and Asset Purchase Agreement, dated as of March 4, 1998, by and
among Mac-Gray Services, Inc., Amerivend Corporation, Amerivend
Southeast Corporation, Gerald E. Pulver and Gerald E. Pulver Grantor
Retained Annuity Trust. (2.2).y
3.1 Amended and Restated Certificate of Incorporation (3.1).+
3.2 By-laws, as amended (u). (3.2).+
4.1 Specimen certificate for shares of Common Stock, $.01 par value, of
the Registrant (4.1).#
4.2 Shareholder Rights Agreement, dated as of June 15, 1999, by and
between the Registrant and State Street Bank and Trust Company (4.1).x
10.1 Stockholders' Agreement dated as of June 26, 1997 by and among the
Registrant and certain stockholders of the Registrant(10.2).+
10.2 Consulting Agreement dated as of April 17, 1997 by and among the
Registrant and Jeffrey C. Huenink (10.9).+
10.3 Noncompetition Agreement dated as of April 17, 1997 by and among
Registrant and Jeffrey C. Huenink (10.10).+
10.4 Form of Maytag Distributorship Agreements (10.13).+
10.5 Promissory Note dated December 31, 1992 issued by the Registrant in
favor of Donald M. Shaw (10.14).+
10.6 Consulting and Noncompete Agreement dated December 31, 1992 by and
between Donald M. Shaw and the Registrant (10.15).+
10.7 The Registrant's 1997 Stock Option and Incentive Plan (with form of
option agreements attached as exhibits) (10.16).+
10.8 Form of Registration Rights Agreement by and among the Registrant,
Robert P. Bennett, Gelco Corporation, Eastech II Limited Partnership
and Eastech III Limited Partnership (10.18).*
10.8 Revolving Credit and Term Loan Agreement, dated June 29, 2000, by and
among the Registrant, the other Borrowers (as defined therein), the
lenders named therein and KeyBank National Association, as agent
(10.1).w
10.10 Form of Pledge Agreement between the Registrant and the Banks (as
defined therein) (10.2).w
10.11 Form of Security Agreement between the Registrant, the other
Borrowers (as defined therein) and the Banks (as defined therein)
(10.3).w
10.12 Form of Revolving Credit Note issued by the Registrant in favor of
the Banks (as defined therein) (10.4).w
10.13 Form of Term Note issued by the Registrant in favor of the Banks (as
defined therein) (10.5).w
10.14 First Amendment to Revolving Credit and Term Loan Agreement, dated
February 28, 2002, among the Registrant, the other Borrowers (as
defined therein), the Banks (as defined therein), the Agent (as
defined therein), and KeyBank National Association as Documentation
Agent (u). (10.14)
10.15 Form of Noncompetition Agreement between the Registrant and its
executive officers (u). (10.15).+
10.16 Form of Director Indemnification Agreement between the Registrant and
each of its Directors (u) (10.16).+
10.17 April 2001 Amendment to the Mac-Gray Corporation 1997 Stock Option
and Incentive Plan (u). (10.17)
21.1 Subsidiaries of the Registrant (21.1).z
23.1 Consent of PricewaterhouseCoopers LLP (u). (23.1)
23.1(a) Revised Consent of PricewaterhouseCoopers LLP (filed herewith).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
MAC-GRAY CORPORATION
/s/ Stewart G. MacDonald, Jr.
-----------------------------------------
By: Stewart G. MacDonald, Jr.
Chairman and Chief Executive Officer
Exhibit 23.1 (a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-44117) of Mac-Gray Corporation of
our report dated February 28, 2002 appearing on page F-2 of this Form 10-K.
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 29, 2002