Cai International (CAP)

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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:

On August 26, 2009, the Company issued a press release announcing the Company’s twentieth anniversary. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is furnished herewith.

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On August 7, 2009, the Nominating and Corporate Governance Committee of the Board of Directors of CAI International, Inc., a Delaware corporation (the “Company”) adopted an amended and restated Code of Business Conduct and Ethics (as amended and restated, the “Code”). The Code applies to all directors, officers, employees, contractors, consultants and service providers of the Company (collectively, the “Company Associates”).

Among other things, the Code amends the Company’s prior Code of Business Conduct and Ethics to require that waivers of any provision of the Code for a director or an executive officer of the Company be approved in writing by the Company and promptly disclosed to stockholders as required by law or stock exchange regulation. The Code further details the obligations of the Company Associates to protect the confidential and proprietary information of the Company and the Company’s business partners.

A copy of the Code is attached hereto as Exhibit 14.1 and incorporated herein by reference. The descriptions of the amendments above are qualified in their entirety by reference to the Code. A copy of the Code is also available in the SEC Filings portion of the Investor Relations section of our website at www.caiintl.com. If the Company makes any further substantive amendments to the Code or grants any waiver from a provision to the Code to any Company Associates, the Company will promptly disclose the nature of the amendment or waiver to stockholders as required by law or stock exchange regulation.

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On June 5, 2009, the stockholders of CAI International, Inc., a Delaware corporation (the “Company”) approved the amendment (the “Amendment”) of the Company’s 2007 Equity Incentive Plan (the “2007 Plan”). Pursuant to the Amendment, the maximum aggregate number of shares of the Company stock authorized for issuance under the 2007 Plan was increased by 500,000 shares, for a total of 1,221,980 shares. The Amendment also extended the termination date of the 2007 Plan from April 23, 2017 to April 9, 2019. The 2007 Plan was further amended to enable the use of performance measures for performance-based awards to meet regulatory requirements for the Company to achieve tax-deductibility for incentive awards granted under the 2007 Plan.

On June 5, 2009, the Company entered into a compensation agreement (the “Compensation Agreement”) with Mr. Hiromitsu Ogawa pursuant to which, Mr. Ogawa, in his capacity as Chairman of the Company’s Board of Directors, will be paid annual cash compensation of $100,000 (the “Retainer Fee”), which Retainer Fee shall be increased annually by at least four percent (4%) of Mr. Ogawa’s then-current Retainer Fee or by such larger amount as is determined by the Company’s Board of Directors. Mr. Ogawa will also continue to receive certain benefits that he received while he served as the Executive Chairman of the Company, including medical and dental insurance, disability insurance, life insurance, parking, golf membership dues (the “Other Benefits,” and together with the Retainer Fee, the “Compensation Package”). Mr. Ogawa will be entitled to receive the Compensation Package for so long as Mr. Ogawa serves as Chairman of the Board of Directors or until June 5, 2012 should Mr. Ogawa serve as a director of the Company, but no longer serve as the Chairman of the Board of the Directors. The Company may terminate the Compensation Agreement upon Mr. Ogawa’s death or disability or the Company’s insolvency.

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On April 9, 2009, Mr. Hiromitsu Ogawa, the founder and Executive Chairman of CAI International, Inc. (the “Company”), announced his intention to retire from his position as an executive officer of the Company effective with, and conditioned upon, his reelection to the Board of Directors at the Company’s Annual Meeting of Stockholders on June 5, 2009. In connection with such retirement Mr. Ogawa will terminate the Amended and Restated Employment Agreement dated as of December 31, 2008 between him and the Company. Mr. Ogawa intends to remain actively involved with the Company as the Chairman of the Board of Directors.

The disclosure under Item 1.02 above is incorporated herein by reference.

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Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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 requirement 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 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.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in the Exchange Act Rule 12b-2). Yes  ¨    No  x

As of June 30, 2008, the last business day of the Registrant’s most recently completed second fiscal quarter, there were 17,141,896 shares of the Registrant’s common stock outstanding, and the aggregate market value of such shares held by non-affiliates of the Registrant (based upon the closing sale price of such shares on the New York Stock Exchange on June 30, 2008) was approximately $143,544,000. Shares of Registrant’s common stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of Registrant’s outstanding common stock as of June 30, 2008 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 1, 2009, there were 17,920,778 shares of the Registrant’s common stock outstanding.

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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:

On March 10, 2009 CAI International, Inc. (the “Company”) issued a press release captioned “CAI International, Inc. Reports Fourth Quarter and Full Year 2008 Results”, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release included the following disclosure with respect to its estimated results of operations for the fourth quarter ended December 31, 2008: “CAI International, Inc. (CAI) (NYSE: CAP) announced today that it reported adjusted net income for the fourth quarter ended December 31, 2008 of $0.33 cents per share (on a fully diluted share count of 17.9 million) and adjusted net income of $1.34 per share for the year ended December 31, 2008 (on a fully discounted share count of 17.4 million). Adjusted net income excludes the $50.2 million goodwill impairment charge that the company reported in the fourth quarter of 2008. Including the goodwill impairment charge, the company reported a net loss per share for the fourth quarter ended December 31, 2008 of $2.48 and a net loss per share of $1.55 for the full year of 2008.” The phrase “adjusted net income” represents a non-GAAP financial measure under Section 10(e) of Regulation S-K promulgated by the Securities and Exchange Commission. The Company’s management uses this non-GAAP measurement for measuring its performance against other quarterly periods and believes that this measurement provides investors with the information necessary to evaluate the Company’s performance during the fourth quarter of 2008 as compared to prior quarterly periods. The goodwill charge was primarily a result of the material decline in the market value of the Company’s equity during the fourth quarter of 2008. The impaired goodwill was associated with the Company’s acquisition of its shares from Interpool, Inc. in October, 2006. The Company does not expect that the non-cash charge will have an impact on its financial condition or affect the performance covenants in its debt agreements.

This Form 8-K contains forward-looking statements regarding future events and the future performance of the Company. These statements are forward looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and involve risks and uncertainties that could cause actual results of operations and other performance measures (including utilization rates) to differ materially from current expectations including, but not limited to, expected economic conditions, the impact of economic stimulus plan on shipping and container demand, availability of credit on commercially favorable terms or at all, customer demand, lessee defaults, container prices, lease rates, increased competition, volatility in exchange rates and others. The Company refers investors to the documents that it has filed with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2007 and its interim reports on Form 10-Q and its reports on Form 8-K. These documents contain additional important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this Form 8-K. Furthermore, the Company is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements contained in this Form 8-K whether as a result of new information, future events or otherwise, unless required by law.

On March 5, 2009, the Board of Directors (the “Board”) of the Company adopted and approved, effective immediately, the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws is attached to this Current Report as Exhibit 3.1, and the descriptions in this Current Report on Form 8-K are qualified in their entirety by reference to that exhibit.

The Amended and Restated Bylaws revise, among other things, the advance notice provisions for stockholder proposals and nominations and were made to ensure such provisions are clear and unambiguous. Specifically, the Amended and Restated Bylaws include, without limitation, the following revisions:

In addition to the provisions described above, adoption of the Amended and Restated Bylaws effected various changes to clarify language and make other technical corrections and non-substantive modifications.

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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 requirement for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in the Exchange Act Rule 12b-2).    Yes  ¨    No  x

As of October 31, 2008, there were 17,920,778 shares of the Registrant’s common stock, $.0001 par value outstanding.

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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 requirement for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in the Exchange Act Rule 12b-2).    Yes  ¨    No  x

As of July 31, 2008, there were 17,141,896 shares of the Registrant’s common stock, $.0001 par value outstanding.

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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:

On May 27, 2008, CAI International, Inc., a Delaware corporation (the “Company”), increased the maximum total commitment available under that certain Second Amended and Restated Revolving Credit Agreement by and among the Company, Container Applications Limited, a wholly owned subsidiary of the Company organized under the laws of Barbados (“CAI Barbados”), Sky Container Trading, Inc., a California corporation and wholly owned subsidiary of the Company (the “Guarantor”), various financial institutions (collectively, the “Lenders”), Bank of America, N.A. as the -administrative agent (the “Administrative Agent”) and Union Bank of California, N.A. as the co-agent for itself and the other Lenders (the “Co-Agent”), dated as of September 25, 2007 (as amended by Amendment No. 1 to that certain Second Amended and Restated Revolving Credit Agreement dated as of February 26, 2008) (collectively, the “Credit Agreement”) from an aggregate principal amount of $265,000,000 to $290,000,000 (the “Facility Increase”). The Facility Increase was made pursuant to Section 2.11 of the Credit Agreement, which permits the Company to request an increase in the total commitment available under the Credit Agreement by an amount not to exceed $50,000,000, provided that no default or event of default exists either before or immediately after giving effect to the increase. As such, the Facility Increase did not require any further amendment to the Credit Agreement.

On May 30, 2008, the Company issued a press release announcing the closing of the First Amendment. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is furnished herewith.

The information required by this item is included in Item 1.01 of this report and is incorporated herein by reference.

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Frederick Bauthier resigned as the Senior Vice President Marketing of CAI International, Inc., a Delaware corporation (the “Company”), on May 19, 2008. The Company does not have any current plans to replace him and his responsibilities will be assumed by Masaaki (John) Nishibori, the Company’s Chief Executive Officer, and regional vice presidents reporting directly to Mr. Nishibori.

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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 requirement for the past 90 days.  Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer  ¨            Accelerated filer  x            Non-accelerated filer  ¨            Small reporting company  ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in the Exchange Act Rule 12b-2).  Yes  ¨     No  x

As of April 30, 2008, there were 17,144,977 shares of the Registrant’s common stock, $.0001 par value outstanding.

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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:

On April 30, 2008, Container Applications Limited, organized under the laws of Barbados (“CAI Barbados”) and a wholly owned subsidiary of the Company, CAI International, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with BNS Consent Holding AS, a Norwegian corporation, pursuant to which CAI Barbados has purchased all of the issued and outstanding capital stock of Consent Equipment AB, a Swedish corporation, for a Purchase Price of US$15,600,000.00, subject to adjustment as provided in the Purchase Agreement.

The Purchase Agreement contains standard representations, warranties and covenants by all parties, which generally survive for one year in the absence of fraud or willful misconduct. The Purchase Agreement also includes indemnification provisions that limit the liability of the seller in the absence of fraud or willful misconduct to 30% of the Purchase Price, except for indemnification provisions under the representations and warranties related to Ownership of Shares, Authority, Capitalization, Tax Matters, Title to Assets; Absence of Liens and Encumbrances and Contracts, which are limited to 100% of the Purchase Price. Indemnification claims are also subject to a deductible threshold. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that we have obtained in connection with signing the Purchase Agreement. The description in this Report of the Purchase Agreement, which is filed as an exhibit to this Report, does not purport to be complete and is qualified in its entirety by the provisions of the Purchase Agreement.

The disclosure provided in Item 1.01 of this current report on Form 8-K is hereby incorporated by reference.

On April 30, 2008, the Company issued a press release announcing its results for the first quarter ended March 31, 2008 and the closing of the acquisition of Consent Equipment AB. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is furnished herewith.

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Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨     No  x

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 requirement 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 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.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in the Exchange Act Rule 12b-2). Yes  ¨    No  x

As of June 30, 2007, the last business day of the Registrant’s most recently completed second fiscal quarter, there were 17,145,796 shares of the Registrant’s common stock outstanding, and the aggregate market value of such shares held by non-affiliates of the Registrant (based upon the closing sale price of such shares on the New York Stock Exchange on June 30, 2007) was approximately $97,840,000. Shares of Registrant’s common stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of Registrant’s outstanding common stock as of June 30, 2007 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 1, 2008, there were 17,144,977 shares of the Registrant’s common stock outstanding.

(Registrant’s telephone number including area code)

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 requirement for the past 90 days.    Yes   x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer   ¨             Accelerated filer  ¨            Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in the Exchange Act Rule 12b-2).    Yes   ¨    No  x

As of October 31, 2007, there were 17,144,977 shares of the Registrant’s common stock, $.0001 par value outstanding.

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(Registrant’s telephone number including area code)

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 requirement for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in the Exchange Act Rule 12b-2).    Yes  ¨    No  x

As of July 31, 2007, there were 17,145,796 shares of the Registrant’s common stock, $.0001 par value outstanding.

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CAI INTERNATIONAL, INC.