8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section l3 and l5(d) of the

Securities Exchange Act of l934

December 2, 2013

Date of report (date of earliest event reported)

SP PLUS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50796	16-1171179
(Commission File Number)	(IRS Employer Identification No.)

200 E. Randolph Street, Suite 7700, Chicago, Illinois  60601

(Address of Principal Executive Offices)  (Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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)

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

Effective December 2, 2013, Standard Parking Corporation (the “Company”) changed its name to SP Plus Corporation. The name change was effected through a short-form merger pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”) by merging a newly-formed wholly-owned subsidiary of the Company into the Company, with the Company remaining as the surviving corporation in the merger. Under the DGCL, the merger did not require stockholder approval and had the sole effect of amending the Company’s certificate of incorporation to reflect the new legal name of the Company. A copy of the Certificate of Ownership and Merger effecting the name change, as filed with the Secretary of State of the State of Delaware is attached hereto as Exhibit 3.1 and incorporated herein by reference.

The merger and resulting name change do not in any way affect the ownership of the Company or otherwise affect the rights or interests of the Company’s securityholders or other stakeholders.  With the exception of the name change, there were no changes to the Company’s certificate of incorporation or bylaws.

Item 8.01.Other Events.

The Company’s common stock, which is listed on the Nasdaq Global Select Market, ceased trading under the ticker symbol “STAN” at the end of the day on November 29, 2013 and, on December 2, 2013, is commencing trading under the ticker symbol “SP.”

On December 2, 2013, the Company issued a press release announcing the name and ticker symbol changes discussed above.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

Exhibits.

3.1	Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on November 25, 2013, effective as of December 2, 2013.
99.1	Press Release, dated December 2, 2013

2

SIGNATURES

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.

Date: December 2, 2013	STANDARD PARKING CORPORATION
	By:	/s/ G MARC BAUMANN
		G Marc Baumann
		Chief Financial Officer, Treasurer & President of Urban Operations

3

EX-3.1

Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

SP PLUS CORPORATION

a Delaware Corporation

WITH AND INTO

STANDARD PARKING CORPORATION

a Delaware corporation

(Pursuant to Section 253 of the

General Corporation Law of the State of Delaware)

* * * * *

Standard Parking Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”),

DOES HEREBY CERTIFY:

FIRST:  That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
Standard Parking Corporation	Delaware
SP Plus Corporation	Delaware

SECOND:  That the Company is the owner of 100% of the issued and outstanding shares of capital stock of SP Plus Corporation, a Delaware corporation (the “Subsidiary”).

THIRD:  That the Company shall be the surviving corporation.

FOURTH:  That the name of the Company as the surviving corporation shall be changed to “SP Plus Corporation.”

FIFTH:  That the Company, by resolutions of its Board of Directors duly adopted at a meeting of the Board of Directors held September 25, 2013, determined to merge the Subsidiary with and into the Company upon the terms and subject to the conditions set forth in said resolutions.  A true copy of said resolutions is attached hereto as Exhibit A.  Said resolutions have not been modified or rescinded and are in full force and effect on the date hereof.

SIXTH:  That the merger shall be effective on December 2, 2013.

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Company, has executed this Certificate of Ownership and Merger in the name and on behalf of the Company on and as of this 25th day of November, 2013.

Standard Parking Corporation
a Delaware corporation
By:	/s/ Robert N. Sacks
Name:	Robert N. Sacks
Title:	Executive Vice President

Signature Page to Delaware Certificate of Ownership and Merger

EXHIBIT A

WHEREAS, the Board deems it to be in the best interests of the Corporation that the Corporation name be changed to “SP Plus Corporation” (the “Name Change”) and that, consistent therewith, the NASDAQ ticker symbol for the Corporation be changed to “SP” (the “Symbol Change”); and

WHEREAS, Section 253 of the Delaware General Corporation Law (the “GCL”) permits the Corporation to merge a wholly-owned subsidiary of the Corporation with and into itself, and take the name of such subsidiary pursuant to the terms of the merger without stockholder approval; and

WHEREAS, the Board desires to form a wholly-owned Delaware subsidiary to be named “SP Plus Corporation” (the “Subsidiary”) for the express purpose of merging the Subsidiary with and into the Corporation (the “Merger”) and effecting the Name Change as permitted pursuant to the provisions of the GCL.

NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to form and organize the Subsidiary.

FURTHER RESOLVED, that the Merger, the Name Change and the Symbol Change are hereby approved.

FURTHER RESOLVED, that set forth below are the terms and conditions of the Merger:

1.On the Effective Date (as defined below), the Corporation and the Subsidiary shall be merged into a single corporation by the Subsidiary merging with and into the Corporation.  The Corporation shall be the surviving corporation (the “surviving corporation”).

2.The Merger shall be effective on December 2, 2013 (the “Effective Date”).

3.On the Effective Date,

(a)The Corporation, as the surviving corporation, shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the constituent corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares of capital stock, and all other choses in action and all and every other interest of, or belonging to, or due to, each of the constituent corporations shall be vested in the surviving corporation without further act or deed.

(b)All the liabilities and obligations of each of the constituent corporations shall attach to and become liabilities and obligations of the surviving corporation and the surviving corporation shall be liable and responsible for all such liabilities and obligations; and any claim existing or action or proceeding pending by or against any of the constituent corporations may be prosecuted to judgment as if the Merger had not taken place, or the

surviving corporation may be substituted in its place and neither the rights of creditors nor any liens upon the property of any of the constituent corporations shall be impaired by the Merger.

4.Article First of the Certificate of Incorporation of the Corporation as in effect immediately prior to the Effective Date shall be amended to read as follows:

“The name of the Corporation is SP Plus Corporation.”

and as so amended, shall be the Certificate of Incorporation of the surviving corporation on and as of the Effective Date, and it shall thereafter continue to be the Certificate of Incorporation of the surviving corporation until duly amended or changed in accordance with the provisions of the General Corporation Law of the State of Delaware.

5.The By-laws of the Corporation in effect immediately prior to the Effective Date shall continue as the By-laws of the surviving corporation on the Effective Date, and shall thereafter continue to be the By-laws of the surviving corporation until duly altered, amended or repealed as provided by law or such By-laws.

6.The officers and directors of the Corporation immediately prior to the Effective Date will continue as the officers and directors of the surviving corporation until such time as their successors are elected or until their earlier resignation or removal from office.

7.At the Effective Date, all of the shares of the Corporation issued and outstanding immediately prior to the Effective Date shall remain issued and outstanding and shall be the issued and outstanding shares of the surviving corporation. All of the shares of the Subsidiary issued and outstanding immediately prior to the Effective Date, which are held by the Corporation, shall be cancelled, and no further consideration shall be given therefor.

FURTHER RESOLVED, that the proper officers of the Corporation (each an “Authorized Officer” and together the “Authorized Officers” are hereby authorized, empowered and directed, in the name an on behalf of the Corporation, to execute, deliver and file, or cause to be filed, (i) any and all documents required to be executed and/or filed in connection with the formation of the Subsidiary, (ii) with the Delaware Secretary of State, a Certificate of Ownership and Merger reflecting the Merger and the Name Change, (iii) any and all documents and amendments as may be necessary in any state in which the Corporation is qualified to transact business to reflect the Merger and/or the Name Change, (iv) any and all documents that may be necessary or appropriate to reflect any and all assumed/fictitious or trade names that the Corporation may choose to use in its operations in any jurisdiction, (v) with The NASDAQ Stock Market, any and all documents that may be necessary to effect the Symbol Change, and (vi) with the Securities and Exchange Commission, any and all reports and other documents that may be necessary to disclose or otherwise reflect the Merger, the Name Change and the Symbol Change.

FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered and directed, in the name and on behalf of the Corporation to take any and all additional steps, and do all additional acts and things, including, without limitation, the execution, delivery and/or filing (with any jurisdiction, agency or other party) of any and all other agreements, instruments,

certificates and documents, as in the judgment of such Authorized Officers may be deemed necessary, desirable or appropriate to effect the Merger, Name Change and Symbol Change contemplated herein, and to otherwise carry out the purposes of the foregoing recitals and resolutions.

FURTHER RESOLVED, that any and all actions heretofore taken by the officers, employees and agents of the Corporation, whether personally, or in the name or on the behalf of the Corporation, with respect to the foregoing recitals and resolutions, are hereby ratified, confirmed and approved as the acts and deeds of the Corporation.

EX-99.1

Exhibit 99.1

Standard Parking Corporation Unveils New Brand Identity

Changes Name to SP Plus Corporation, Ticker Symbol to SP;

Parking Operations Continue Under Standard Parking,

Central Parking and USA Parking Brands

CHICAGO, December 2, 2013 (GLOBE NEWSWIRE) — Standard Parking Corporation (Nasdaq: SP), a leading provider of parking, ground transportation and related products and services to commercial, institutional and municipal clients throughout North America, today announced that it has changed its name to SP Plus Corporation, and that the Company’s shares today will begin trading under a new ticker symbol, SP.

The Company’s new SP+ logo can be seen at the new corporate website, www.spplus.com. The Company emphasized that its name change has no immediate effect on the Company’s parking facilities, which will continue to operate under their legacy Standard Parking, Central Parking and USA Parking brands.

The corporate name and associated branding changes result from the Company’s expanding breadth of service offerings as well as its October 2012 merger with Central Parking.  Beyond parking management, the Company also provides ground transportation, facility maintenance, security and event logistics services.

“We’re not just a parking company anymore, so it was important to adapt our corporate identity to more accurately reflect both who we are today and our future strategic direction,” said James A. Wilhelm, the Company’s President and Chief Executive Officer. “Last year’s merger with Central Parking provided the final impetus for us to move towards a single identity as we continue to consolidate our operating team and unify our service lines and products.”

The Company’s existing SP Plus® branded service lines and market-focused operating divisions will begin transitioning to the new SP+ look immediately. The Company’s parking facilities, however, will continue to operate under their Standard Parking and Central Parking names for an interim period in order to leverage their existing brand recognition while they are linked to the new SP+ identity. USA Parking System, a wholly-owned subsidiary and a premier valet parking provider to the hospitality industry, will not be affected by the brand change.

Robert S. Roath, Non-Executive Chairman of the Company’s Board of Directors, noted that “Today’s announcement marks an important milestone in the context of the Company’s corporate evolution and commitment to its stakeholders. While the ‘+’ symbol in our new logo symbolizes the added value the Company brings to its clients through its diverse service lines, in-depth market expertise and innovative thinking, it also signifies the increasing value we expect those same attributes will generate for our shareholders.”

About SP+

SP+ provides professional parking, ground transportation, facility maintenance, security and event logistics services to property owners and managers in all markets of the real estate industry.  The Company has more than 23,000 employees.

Our Standard Parking and Central Parking brands operate more than 4,200 parking facilities with over 2.1 million parking spaces in hundreds of cities across North America, including parking-related and shuttle bus operations serving more than 75 airports. USA Parking System, a wholly-owned subsidiary, is one of the premier valet operators in the nation with more four and five diamond luxury properties, including hotels and resorts, than any other valet competitor.

Our ground transportation division transports over 34 million passengers each year; our facility maintenance division operates in dozens of U.S. cities; and our security subsidiary provides licensed security services in six states. The Company also provides a wide range of event logistics services, both for individual special events — such as the Olympic Games, the Super Bowl and the NCAA Final Four — and on a year-round basis for large event venues such as Dodger Stadium in Los Angeles and MetLife Stadium in New Jersey.  Learn more at www.spplus.com.

# # #

CONTACT:

Michael K. Wolf

Executive Vice President and CAO

(312) 274-2070

mwolf@spplus.com