8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2013

MAC-GRAY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13495	04-3361982
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

404 Wyman Street, Suite 400, Waltham, Massachusetts 02451

 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 487-7600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02  Termination of a Material Definitive Agreement.

On April 8, 2013, Mac-Gray Corporation terminated its Shareholder Rights Agreement with American Stock Transfer & Trust Company, LLC (“AST”), effective as of the close of business.

In order to effect the termination, Mac-Gray and AST entered into an Amendment and Termination of Shareholder Rights Agreement (the “Amendment”) which causes the rights to purchase Series A Junior Participating Cumulative Preferred Stock (the “Series A Junior Stock”) issued pursuant to the Rights Agreement to expire as of April 8, 2013.

The Shareholder Rights Agreement is described in Mac-Gray’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2009, and such description is incorporated herein by reference. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is set forth as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03  Material Modification to Rights of Security Holders.

The information contained in Item 1.01 above and Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the termination of the Rights Agreement and the expiration of the rights to purchase the Series A Junior Stock, Mac-Gray will file a certificate to eliminate the designation of the Series A Junior Stock from Mac-Gray’s certificate of incorporation effective as of April 8, 2013 (the “Certificate of Elimination”).  The Certificate of Elimination returns the shares that were designated as Series A Junior Stock, which will no longer be outstanding, to the status of authorized but unissued shares of the preferred stock, without designation as to series or rights, preferences, privileges or limitations.  The foregoing summary of the Certificate of Elimination is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is set forth as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01  Regulation FD

On April 8, 2013, Mac-Gray issued a press release announcing that its Board of Directors has nominated David W. Bryan and Mary Ann Tocio for election as Class I directors at Mac-Gray’s upcoming annual meeting of stockholders (the “2013 Annual Meeting”).  Mac-Gray also announced that, in light of discussions with stockholders over the past several months, the Board determined to take certain corporate governance measures, including termination of the Shareholder Rights Agreement and recommending that stockholders approve an amendment to Mac-Gray’s certificate of incorporation to reduce the stockholder vote required to amend the by-laws from 75% to a majority of the shares present in person or represented by proxy and entitled to vote on such amendment at a meeting of stockholders.  A copy of the press release is attached hereto as Exhibit 99.1.

The information provided in Item 7.01 of this Current Report and in Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically stated so therein.

Cautionary Statements

This Current Report and the exhibits furnished herewith contain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements regarding Mac-Gray’s upcoming 2013 Annual Meeting; Mac-Gray’s corporate governance measures and other statements regarding the future operation, direction and success of the company’s business. Certain factors which could cause actual results to differ materially from the forward-looking statements include, but are not limited to, general economic conditions, changes in multi-housing vacancy rates, Mac-Gray’s ability to renew long-term customer contracts, and those risks set forth in Mac-Gray’s Annual

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Report on Form 10-K for the year ended December 31, 2012 (the “2012 Annual Report”) under “Risk Factors” and in other reports subsequently filed with the SEC. Mac-Gray undertakes no obligation to update any forward-looking statements, which speak only as of the date of this Current Report.

Important Shareholder Information

Mac-Gray plans to file with the SEC and mail to its stockholders a proxy statement in connection with the 2013 Annual Meeting. The proxy statement will contain important information about Mac-Gray, the 2013 Annual Meeting and related matters.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement and other relevant solicitation materials (when they become available), and any and all documents filed by the company with the SEC, may be obtained by investors and security holders free of charge at the SEC’s web site at www.sec.gov.  In addition, Mac-Gray’s filings with the SEC, including the proxy statement and other relevant solicitation materials (when they become available), may be obtained, without charge, from Mac-Gray by directing a request to the company at 404 Wyman Street, Suite 400, Waltham, Massachusetts 02451, Attention: Secretary. Such materials are also available at www.macgray.com/proxy.

Mac-Gray and its directors and executive officers are deemed to be participants in the solicitation of proxies from Mac-Gray’s stockholders in connection with the 2013 Annual Meeting.  Exhibit 99.2 contains a description of their direct and indirect interests by security holdings.  Additional information regarding Mac-Gray’s directors and executive officers is contained in Mac-Gray’s Annual Report filed with the SEC on March 15, 2013 and the definitive proxy statement filed with the SEC on April 26, 2012.  Detailed information regarding the interests of those participants in the solicitation of proxies may be obtained by reading the proxy statement for the 2013 Annual Meeting when it becomes available.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	Amendment and Termination of Shareholder Rights Agreement between Mac-Gray Corporation and American Stock Transfer & Trust Company, dated as of April 8, 2013
4.2	Certificate of Elimination of Series A Junior Participating Cumulative Preferred Stock, dated as of April 8, 2013
99.1	Press Release of Mac-Gray Corporation issued on April 8, 2013
99.2	Security Holdings of the Directors and Executive Officers of Mac-Gray Corporation

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MAC-GRAY CORPORATION
Date: April 8, 2013	By:	/s/ Stewart Gray MacDonald, Jr.
		Name:	Stewart Gray MacDonald, Jr.
		Title:	Chief Executive Officer

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Exhibit	Description
4.1	Amendment and Termination of Shareholder Rights Agreement between Mac-Gray Corporation and American Stock Transfer & Trust Company, dated as of April 8, 2013
4.2	Certificate of Elimination of Series A Junior Participating Cumulative Preferred Stock, dated as of April 8, 2013
99.1	Press Release of Mac-Gray Corporation issued on April 8, 2013
99.2	Security Holdings of the Directors and Executive Officers of Mac-Gray Corporation

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EX-4.1

Exhibit 4.1

AMENDMENT AND TERMINATION

OF

SHAREHOLDER RIGHTS AGREEMENT

This Amendment and Termination (this “Amendment and Termination”) of the Rights Agreement (as defined below) is entered into as of April 8, 2013, between Mac-Gray Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York Limited Liability Trust Company, as Rights Agent (“AST”).  All capitalized terms used herein and not otherwise defined shall having the meaning ascribed to them in the Rights Agreement.

WITNESSETH:

WHEREAS, the Company is party to the Shareholder Rights Agreement, dated as of June 8, 2009 (the “Rights Agreement”) with AST, as Rights Agent;

WHEREAS, the Board of Directors of the Company has determined to terminate the Rights Agreement and, in furtherance thereof, the Company desires to enter into this Amendment and Termination pursuant to which the Rights Agreement will be amended to provide that (i) the Rights will expire at the Close of Business on April 8, 2013, and (ii) the Rights Agreement will be terminated upon the expiration of the Rights; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may, prior to a Section 11(a)(ii) Event, supplement or amend the Rights Agreement without the approval of any holders of certificates representing shares of common stock of the Company.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1.Amendment to Section 7(a).  The first sentence of Section 7(a) of the Rights Agreement is hereby amended to read as follows:

“(a) Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the total number of one ten-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercised, at or prior to the earlier of (i) the Close of Business on April 8, 2013 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the earliest of (i), (ii) or (iii) being herein referred to as the “Expiration Date”).  Except as set

forth in Section 7(e) hereof and notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock of the Company may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such shares of Common Stock of the Company in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of shares of Common Stock of the Company.”

2.Termination.  Upon expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall terminate and be of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent.

3.Governing Law.  This Amendment and Termination shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

4.Counterparts.  This Amendment and Termination may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this Amendment and Termination to be duly executed as of the day and year first above written.

		MAC-GRAY CORPORATION
Attest:
/s/ Linda Serafini		By:	/s/ Stewart Gray MacDonald, Jr.
Name:	Linda Serafini		Name:	Stewart Gray MacDonald, Jr.
Title:	Vice President, General Counsel and Secretary		Title:	Chief Executive Officer
		AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
Attest:
/s/ Angelia Francis-Brown		By:	/s/ Michael A. Nespoli
Name: Angelia Francis-Brown		Name: Michael A. Nespoli
Title: Relationship Manager		Title: Senior Vice President

[Signature Page to Amendment and Termination of Shareholder Rights Agreement]

EX-4.2

Exhibit 4.2

CERTIFICATE OF ELIMINATION OF THE

SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK OF

MAC-GRAY CORPORATION

Pursuant to Section 151(g)

of the General Corporation Law

of the State of Delaware

Mac-Gray Corporation, a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.  That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Amended and Restated Certificate of Incorporation of the Corporation, as theretofore amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation, by resolutions duly adopted, authorized the issuance of a series of 12,000 shares of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Corporation (the “Preferred Stock”), and established the voting powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, and, on June 15, 2009, filed an Amended and Restated Certificate of Designations (the “Certificate of Designations”) with respect to such Preferred Stock in the office of the Secretary of State of the State of Delaware (the “Secretary of State”).

2.  That no shares of said Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designations.

3.  That the Board of Directors of the Corporation has adopted the following resolutions:

RESOLVED:That the Corporation terminate its Shareholder Rights Agreement (the “Shareholder Rights Agreement”), dated as of June 8, 2009, with American Stock Transfer & Trust Company, LLC, a New York Limited Liability Trust Company, as Rights Agent (the “Rights Agent”).

RESOLVED:That the Authorized Officers be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute an amendment and termination of the Shareholder Rights Agreement, on substantially the terms and conditions discussed at this meeting, with such other provisions and modifications as the Authorized Officers executing the same shall approve as being in the interests of the Corporation and its stockholders, such approval to be conclusively evidenced by the execution and delivery of the same to the Rights Agent thereunder.

RESOLVED:That no shares of the Corporation’s Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), have been issued or are outstanding and that no shares of the Series A Preferred

Stock will be issued subject to the certificate of designations previously filed with respect to the Series A Preferred Stock.

RESOLVED:That the Authorized Officers be and hereby are authorized and directed to file a certificate setting forth this resolution with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the DGCL for the purpose of eliminating from the Corporation’s Amended and Restated Certificate of Incorporation all matters set forth in the certificate of designations with respect to the Series A Preferred Stock.

RESOLVED:That the Authorized Officers be, and each of them hereby is, authorized to take or to cause to be taken any and all actions, to execute, file and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of such officer or officers, may be necessary or advisable to effectuate the termination of the Shareholder Rights Agreement.

4.  That, accordingly, all matters set forth in the Certificate of Designations with respect to the Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Mac-Gray Corporation has caused this Certificate of Elimination to be duly executed this 8th day of April, 2013.

MAC-GRAY CORPORATION
By:	/s/ Stewart Gray MacDonald, Jr.
Name:	Stewart Gray MacDonald, Jr.
Title:	Chief Executive Officer

[Signature Page to Certificate of Elimination]

EX-99.1

Exhibit 99.1

Contacts:

Michael J. Shea Chief Financial Officer Mac-Gray Corporation 781-487-7610 Email: mshea@macgray.com Scott Solomon Vice President Sharon Merrill 617-542-5300 Email: tuc@investorrelations.com

Mac-Gray Corporation Board of Directors
Enhances Company’s Corporate Governance Framework

Approves Termination of Company’s Shareholder Rights Plan;

Recommends Adoption of Majority Vote Standard for By-Law Amendments

WALTHAM, MA, April 8, 2013  — Mac-Gray Corporation (NYSE: TUC), the nation’s premier provider of laundry facilities management services to multi-family housing, today announced that its Board of Directors convened a special meeting on Friday, April 5, 2013, at which the following corporate governance measures were approved:

·In light of discussions with stockholders over the past several months, the Board voted to terminate the Company’s Shareholder Rights Plan as of the close of business on April 8, 2013.

·The Board voted to recommend to stockholders an amendment to the Company’s charter which would reduce the vote required to amend the Company’s By-laws from 75% to a majority of the shares present in person or represented by proxy and entitled to vote at a meeting of stockholders.

·On the recommendation of the Governance and Nominating Committee, the Board nominated David W. Bryan and Mary Ann Tocio for re-election as Class I directors. If elected, they will serve until the 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. In connection with such decision, the Board determined that Ed McCauley will end his term as a director as of the 2013 Annual Meeting of Stockholders.  This decision is in accordance with the Company’s Policy on Term and Age Limits for Directors.

“The measures we are announcing today resulted directly from input that members of the Board and management team received from certain stockholders over the past several months,” said Mac-Gray Chairman Thomas E. Bullock. “This input served as a platform for additional discussions with stockholders about the Company’s strategic direction and the composition of the Board and its committees, as well as certain corporate governance matters. Termination of our Shareholder Rights Plan and recommendation of a majority voting standard for By-law amendments reflect the Board’s commitment to act in the best interest of all stockholders while maintaining strong governance practices.”

“For the past nine years, Mac-Gray has benefitted from the valuable financial expertise and countless insights provided by Ed McCauley,” Bullock said. “On behalf of the entire Board, I want to thank Ed for his dedicated service as a director and chairman of the Company’s Audit Committee and as a member of the Governance and Nominating Committee.”

Also at the April 5, 2013 meeting, the Board set April 25, 2013 as the record date for the 2013 Annual Meeting of Stockholders.

About Mac-Gray Corporation

Founded in 1927, Mac-Gray derives its revenue principally through the contracting of debit-card- and coin-operated laundry facilities in multi-unit housing facilities such as apartment buildings, college and university residence halls, condominiums and public housing complexes. Mac-Gray manages laundry rooms located in 43 states and the District of Columbia. Mac-Gray also sells and services commercial laundry equipment to retail laundromats and other customers through its product sales division. To learn more about Mac-Gray, visit the Company’s website at www.macgray.com.

Cautionary Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding Mac-Gray’s upcoming 2013 Annual Meeting; Mac-Gray’s corporate governance measures and other statements regarding the future operation, direction and success of the Company’s business. Certain factors which could cause actual results to differ materially from the forward-looking statements include, but are not limited to, general economic conditions, changes in multi-housing vacancy rates, Mac-Gray’s ability to renew long-term customer contracts, and those risks set forth in Mac-Gray’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Annual Report”) under “Risk Factors” and in other reports subsequently filed with the U.S. Securities and Exchange Commission (the “SEC”). Mac-Gray undertakes no obligation to update any forward-looking statements, which speak only as of the date of this release.

Important Stockholder Information

Mac-Gray plans to file with the SEC and mail to its stockholders a proxy statement in connection with the 2013 Annual Meeting. The proxy statement will contain important information about Mac-Gray, the 2013 Annual Meeting and related matters.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement and other relevant solicitation materials (when they become available), and any and all documents filed by the Company with the SEC, may be obtained by investors and security holders free of charge at the SEC’s web site at www.sec.gov.  In addition, Mac-Gray’s filings with the SEC, including the proxy statement and other relevant solicitation materials (when they become available), may be obtained, without charge, from Mac-Gray by directing a request to the company at 404 Wyman Street, Suite 400, Waltham, Massachusetts 02451, Attention: Secretary. Such materials are also available at www.macgray.com/proxy.

Mac-Gray and its directors and executive officers are deemed to be participants in the solicitation of proxies from Mac-Gray’s stockholders in connection with the 2013 Annual Meeting.  Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2013 contains a description of their direct and indirect interests by security holdings.  Additional information regarding Mac-Gray’s directors and executive officers is contained in Mac-Gray’s Annual Report filed with the SEC on March 15, 2013 and the definitive proxy statement filed with the SEC on April 26, 2012.  Detailed information regarding the interests of those participants in the solicitation of proxies may be obtained by reading the proxy statement for the 2013 Annual Meeting when it becomes available.

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EX-99.2

Exhibit 99.2

SECURITY HOLDINGS OF THE DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the beneficial ownership of the common stock of Mac-Gray Corporation (the “Company”) as of April 5, 2013 by each director, including nominees, and the executive officers of the Company.

Name of Beneficial Owner	Shares Beneficially Owned**	Percentage of Shares Beneficially Owned
Stewart G. MacDonald, Jr., Chief Executive Officer	2,456,568	16.81	%
Michael J. Shea, Executive Vice President, Chief Financial Officer and Treasurer	368,312	2.52	%
Neil F. MacLellan, III, Executive Vice President, Mergers and Acquisitions	269,686	1.84	%
Philip Emma, Executive Vice President and Chief Operations Officer	176,030	1.20	%
Robert J. Tuttle, Executive Vice President, Technology & Information Systems	155,876	1.07	%
Thomas E. Bullock, Director	113,575	*
Linda A. Serafini, Vice President, General Counsel and Secretary	96,553	*
Sheffield J. Halsey, Jr., Executive Vice President and Chief Marketing Officer	89,410	*
Edward F. McCauley, Director	79,830	*
David W. Bryan, Director	68,702	*
Mary Ann Tocio, Director	66,133	*
William F. Meagher, Jr., Director	46,417	*
Alastair G. Robertson, Director	29,152	*
Paul R. Daoust, Director	10,743	*
Bruce A. Percelay, Director	6,699	*

*less than 1%

**Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number and percentage of shares of the Company’s common stock beneficially owned by a person, shares of the Company’s common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of April 8, 2013 are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed to be outstanding for purposes of computing the percentage for any other person. As of April 5, 2013, a total of 14,614,974 shares of the Company’s common stock were issued and outstanding.