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 February 4, 2000 SBA COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) Florida 333-50219 65-0716501 - ----------------------------------------------------------------------------------------------------------------------- (State or other jurisdiction of Commission File Number (I.R.S. Employer Identification No.) incorporation or organization) One Town Center Road, Boca Raton, Florida 33486 - ------------------------------------------------------------------------------------------------------------------------ (Address of principal executive offices) (Zip code) (561) 995-7670 - ------------------------------------------------------------------------------------------------------------------------ (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------------------------------------------------ Item 2 Other Events SBA Communications Corporation announced that it has priced its offering of Class A Common Stock. Immediately prior to pricing, the Company filed an amendment to its Registration Statement increasing the number of shares that would be offered by SBA from 6,000,000 shares to 9,000,000 shares of its Class A common stock plus up to 15% of additional shares that may be offered by certain shareholders to cover any over-allotments. The price of the Class A common stock was set at $27.00 per share. Net proceeds from the offering will be used by the Company to repay a portion of outstanding debt, to finance the construction and acquisition of towers or related businesses, and for general working capital purposes. The Company will not receive the proceeds from any sale of shares by the selling shareholders. The offering was underwritten by Lehman Brothers, Deutsche Banc Alex. Brown, Salomon Smith Barney Inc., Raymond James & Associates, Inc. and Fidelity Capital Markets, a division of National Financial Services Corporation. Copies of a prospectus for the offering may be obtained from the Prospectus Department of Lehman Brothers. Item 7 Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated January 28, 2000 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, thereunto duly authorized. February 4, 2000 /s/ Jeffrey A. Stoops ---------------------- Jeffrey A. Stoops Chief Financial Officer