-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7/3nH14YEjxSkNIN5W6XgV8c/RY4h6BfbSBZ1IGz+t2bcCpV0pySd1hj1rpt+sc uQrev+/6c5Evv9WmgulLjg== 0000950109-00-000126.txt : 20000202 0000950109-00-000126.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950109-00-000126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000110 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBA COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001034054 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 650716501 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-30110 FILM NUMBER: 505344 BUSINESS ADDRESS: STREET 1: ONE TOWN CENTER RD STREET 2: THIRD FLOOR CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 5619957670 MAIL ADDRESS: STREET 1: ONE TOWN CENTER RD STREET 2: THIRD FLOOR CITY: BOCA RATON STATE: FL ZIP: 33486 8-K 1 FORM 8-K 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 January 10, 2000 SBA COMMUNICATIONS CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) Florida 333-50219 65-0716501 - ------------------------------------------------------------------------------------------------------------------------------------ (State or other jurisdiction of incorporation or organization) Commission File Number (I.R.S. Employer Identification No.) 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 today that it has filed a registration statement with the Securities and Exchange Commission to register $100.0 million of its shares of Class A Common Stock that will be offered by SBA. The registration statement also covers up to 15% of additional shares that may be offered by certain shareholders to cover any over-allotments. Net proceeds from the offering will be used by the Company to repay revolving credit borrowings under its senior credit facility, 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 is underwritten by Lehman Brothers, Deutsche Banc Alex.Brown and Raymond James & Associates, Inc. This registration statement has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. Copies of a preliminary prospectus for the offering may be obtained from the Prospectus Department of Lehman Brothers. The Company also intends to file in the next few days a shelf registration statement on Form S-4 registering 1,000,000 shares of Class A common stock which may be issued by the Company in connection with the acquisition of towers or related businesses at various locations throughout the United States. Item 7 Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated January 6, 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. January 10, 2000 /s/ Jeffrey A. Stoops ---------------------- Jeffrey A. Stoops Chief Financial Officer EX-99.1 2 PRESS RELEASE [LOGO APPEARS HERE] NEWS For additional information: Jeffrey A. Stoops Chief Financial Officer (561) 995-7670 FOR IMMEDIATE RELEASE SBA FILES REGISTRATION STATEMENT FOR ADDITIONAL SHARES OF COMMON STOCK BOCA RATON, FLORIDA, January 6, 2000 (NASDAQ: SBAC) - SBA Communications Corporation announced today that it has filed a registration statement with the Securities and Exchange Commission to register $100.0 million of its shares of Class A Common Stock that will be offered by SBA. The registration statement also covers up to 15% of additional shares that may be offered by certain shareholders to cover any over-allotments. Net proceeds from the offering will be used by the Company to repay revolving credit borrowings under its senior credit facility, 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 is underwritten by Lehman Brothers, Deutsche Banc Alex.Brown and Raymond James & Associates, Inc. This registration statement has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. Copies of a preliminary prospectus for the offering may be obtained from the Prospectus Department of Lehman Brothers. The Company also intends to file in the next few days a shelf registration statement on Form S-4 registering 1,000,000 shares of Class A common stock which may be issued by the Company in connection with the acquisition of towers or related businesses at various locations throughout the United States. SBA is a leading independent owner and operator of wireless communications infrastructure in the United States. SBA's primary focus is the construction of new towers and acquisition of existing towers for its own account. Since it was founded in 1989, SBA has participated in the development of over 13,000 antenna sites in the United States. Information Concerning Forward-Looking Statements Some information in this release is forward-looking. These forward-looking statements may be affected by the risks and uncertainties in the Company's business. The Company wishes to caution readers that certain important factors my have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Such factors include, but are not limited to, (1) our ability to secure as many site leasing tenants as planned; (2) our ability to expand our site leasing business and our site development business; (3) our ability to complete construction of new towers on a timely and cost-efficient basis, including our ability to successfully address zoning issues, carrier design changes, changing local market conditions and the impact of adverse weather conditions; (4) our ability to identify and acquire new towers, including our capability to timely complete due diligence and obtain third party consents; (5) our ability to retain current lessees on newly acquired towers; (6) our ability to realize economies of scale for newly acquired towers; (7) the continued dependence on towers by the wireless communications industry; (8) our ability to compete effectively for new tower opportunities in light of increasing competition; and (9) our ability to raise substantial additional financing to expand our tower holdings. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof. Information concerning the factors that could cause actual results to differ materially from those expectations and estimates are contained in the Risk Factors section of the Company's Registration Statement on Form S-3, filed with the SEC on January 6, 2000, and the Company's other securities filings. For further information, please contact: Jeffrey A. Stoops, Chief Financial Officer, at 561-995-7670. -----END PRIVACY-ENHANCED MESSAGE-----