8-K 1 0001.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 27, 2000 SBA COMMUNICATIONS CORPORATION (Exact Name of Registrant as Specified in Charter) Florida 000-30110 65-0716501 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Town Center Road, Third Floor Boca Raton, Florida 33486 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (561) 995-7670 N/A (Former Name or Former Address; if Changed Since Last Report) Item 5. Other Events On July 27, 2000, SBA Communications Corporation, a Florida corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, SBA Telecommunications, Inc. (the "Principal Subsidiary"), Lehman Brothers Inc., Deutsche Bank Securities Inc., Credit Suisse First Boston Corporation, Raymond James & Associates, Inc., Salomon Smith Barney Inc. and Fidelity Capital Markets, a division of National Financial Services Corporation, as representatives of the several underwriters, relating to the public offering of up to 5,750,000 shares of the Company's Class A common stock, $0.01 par value per share. The shares are being issued pursuant to the Company's shelf registration statement (No. 333-41308) (the "Registration Statement") which became effective on July 18, 2000, and as amended by Post- Effective Amendment No. 1 filed on July 24, 2000 with the Securities and Exchange Commission, which became effective on July 25, 2000. The Underwriting Agreement and the opinion of Akerman, Senterfitt & Eidson, P.A. relating to the legality of the Class A Common Stock issued and sold in the offering are included as Exhibits 1.1 and 5.1 to this Form 8-K and are hereby incorporated by reference into the Registration Statement. Item 7. Financial Statements and Exhibits (c) Exhibits 1.1 Underwriting Agreement dated July 27, 2000 by and among the Company, the Principal Subsidiary, Lehman Brothers Inc., Deutsche Bank Securities Inc., Credit Suisse First Boston Corporation, Raymond James & Associates, Inc., Salomon Smith Barney Inc. and Fidelity Capital Markets, a division of National Financial Services Corporation, as representatives of the several underwriters. 5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the legality of the Class A Common Stock registered. 23.2 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1). 2 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. SBA COMMUNICATIONS CORPORATION By: /s/ Jeffrey A. Stoops ---------------------------------- Jeffrey A. Stoops, President August 4, 2000 3 EXHIBIT INDEX Exhibit ------- 1.1 Underwriting Agreement dated July 27, 2000 by and among the Company, the Principal Subsidiary, Lehman Brothers Inc., Deutsche Bank Securities Inc., Credit Suise First Boston Corporation, Raymond James & Associates, Inc., Salomon Smith Barney Inc. and Fidelity Capital Markets, a division of National Financial Services Corporation, as representatives of the several underwriters. 5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the legality of the Class A Common Stock registered. 4