As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SBA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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Florida 65-0716501
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Town Center Road
Third Floor
Boca Raton, Florida 33486
(Address of Principal Executive Offices)
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SBA COMMUNICATIONS CORPORATION 1999 EQUITY PARTICIPATION PLAN
(Full title of the plan)
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Jeffrey A. Stoops
President
SBA Communications Corporation
One Town Center Road
Third Floor
Boca Raton, Florida 33486
(561) 995-7670
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Robert C. Boehm, Esq.
Akerman, Senterfitt & Eidson, P.A.
One S.E. Third Avenue, 28th Floor
Miami, Florida 33131
(305) 374-5600
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Calculation of Registration Fee
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Title of securities to be Amount to be Proposed Proposed maximum Amount of
registered registered/(1)/ maximum aggregate offering registration fee/(2)/
offering price price
per share/(2)/
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Class A Common Stock 2,000,000 shares $37.66 $75,320,000 $19,884
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(1) This Registration Statement shall also cover any additional shares of Class
A common stock which become issuable under the 1999 Equity Participation Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of SBA Communication Corporation's outstanding shares of
Class A common stock.
(2) Calculated solely for the purpose of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low selling
prices per share of Class A common stock of SBA Communications Corporation on
September 25, 2000, as reported by the Nasdaq National Market.
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Registration Statement on Form S-8
This Registration Statement on Form S-8 is filed solely for the
purposes of registering additional shares of Class A common stock issuable under
our 1999 Equity Participation Plan (the "Plan"). We previously filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form S-8 (File No. 333-82245) on July 2, 1999 in order to register shares of
Class A common stock issuable under the Plan. The contents of such earlier
Registration Statement are incorporated herein by reference.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by us are
incorporated by reference herein:
Commission Filing (File No. 000-30110) Period Covered or Date of Filing
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Annual Report on Form 10-K.......................................... Year ended December 31, 1999
Quarterly Report on Form 10-Q....................................... Quarters ended March 31, 2000 and June 30, 2000
Current Reports on Form 8-K......................................... January 11, 2000, January 11, 2000, February 4,
2000, February 4, 2000, February 23, 2000, April
19, 2000, May 2, 2000, May 9, 2000, May 12, 2000,
July 21, 2000, July 21, 2000, August 4, 2000,
August 9, 2000, August 17, 2000 and August 17, 2000
All subsequent documents filed by us under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934
prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold...... After the date of this Registration Statement
Item 8. Exhibits
Exhibit No. Exhibits
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5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the
legality of the Class A common stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Akerman, Senterfitt & Eidson, P.A.*.
24 Power of Attorney**.
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* Included as part of the opinion contained in Exhibit 5.1 herein.
** Included on the signature page.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on September 13, 2000.
SBA COMMUNICATIONS CORPORATION
By: /s/ Steven E. Bernstein
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Name: Steven E. Bernstein
Title: Chairman and Chief Executive Officer
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Jeffrey A. Stoops and John Marino, or either of
them, each acting alone, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in his
or her name, place and stead, in any and all capacities, in connection with the
registrant's Registration Statement on Form S-8 under the Securities Act of
1933, including to sign the Registration Statement in the name and on behalf of
the registrant or on behalf of the undersigned as a director or officer of the
registrant, and any and all amendments or supplements to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
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2
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Steven E. Bernstein Chairman, Chief Executive Officer and Director September 13, 2000
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Steven E. Bernstein
/s/ Jeffrey A. Stoops President and Director September 13, 2000
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Jeffrey A. Stoops
/s/ John Marino Chief Financial Officer September 13, 2000
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John Marino
/s/ Pamela J. Kline Chief Accounting Officer September 13, 2000
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Pamela J. Kline
/s/ Donald B. Hebb, Jr. Director September 13, 2000
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Donald B. Hebb, Jr.
/s/ C. Kevin Landry Director September 13, 2000
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C. Kevin Landry
/s/ Richard W. Miller Director September 13, 2000
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Richard W. Miller
/s/ Robert S. Picow Director September 13, 2000
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Robert S. Picow
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Exhibit Index
Exhibit
Number Description
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5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the
legality of the Class A common stock being registered.
23.1 Consent of Arthur Andersen LLP.
4