SBA COMMUNICATIONS CORP
8-K, 1999-07-26
CONSTRUCTION - SPECIAL TRADE CONTRACTORS
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<PAGE>

                                  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 July 26, 1999


                         SBA COMMUNICATIONS CORPORATION
                         ------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                  <C>                          <C>
            Florida                        333-50219                  65-0716501
- ------------------------------------------------------------------------------------------------
(State or other jurisdiction of      Commission File Number        (I.R.S. Employer
incorporation or organization)                                    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)
</TABLE>
<PAGE>

Item 5            Other Events

                  SBA Communications Corporation ("SBAC") announced that the
                  managing underwriters of its initial public offering, which
                  was declared effective June 16, 1999, have exercised and
                  closed on their right to purchase an additional 1,300,000
                  shares of SBAC Class A common stock. The Company received all
                  of the net proceeds from the sale of the shares, which were
                  sold at the initial public offering price of $9.00 per share.
                  A copy of the press release issued by SBAC on July 19, 1999 is
                  attached hereto as Exhibit 99.1 and is incorporated herein by
                  reference.




Item 7           Financial Statements and Exhibits

                 (c)      Exhibits

                 99.1     Press release dated July 19, 1999
<PAGE>

                                   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.




July 26, 1999                        /s/  Jeffrey A. Stoops
                                     ----------------------
                                     Jeffrey A. Stoops
                                     Chief Financial Officer

<PAGE>

Exhibit 99.1                                         For additional information:
                                                     Jeffrey A. Stoops
                                                     Chief Financial Officer
                                                     (561) 995-7670


                              FOR IMMEDIATE RELEASE
                              ---------------------

                    SBA COMMUNICATIONS CORPORATION ANNOUNCES
                        EXERCISE OF OVER-ALLOTMENT OPTION

SBA COMMUNICATIONS CORPORATION; BOCA RATON, FL; MONDAY, JULY 19, 1999
- ---------------------------------------------------------------------
(NASDAQ: SBAC)
- --------------

SBA Communications Corporation ("SBAC") announced that the managing underwriters
of its initial public offering, which was declared effective June 16, 1999, have
exercised and closed on their right to purchase an additional  1,300,000  shares
of SBAC Class A Common Stock  pursuant to the  over-allotment  option granted by
the company to the  underwriters.  The company  received all of the net proceeds
from the sale of the  shares,  which were sold at the  initial  public  offering
price of $9.00 per share.  The managing  underwriters  for SBAC's initial public
offering were Lehman Brothers,  Deutsche Banc Alex. Brown,  Donaldson,  Lufkin &
Jenrette and Salomon Smith Barney.

This press release 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 or
jurisdiction  in which such offer,  solicitation or sale would be unlawful prior
to registration or qualification  under the securities laws of any such state or
jurisdiction.  Such  offer or sale may only be made  through  means of a written
prospectus.

SBAC is a leading  independent  owner and  operator of  wireless  communications
infrastructure  in the United States.  SBAC  generates  revenue from two primary
businesses - site leasing and site  development  services.  The primary focus of
the  company is the  leasing of antenna  space on its  multi-tenant  towers to a
variety of wireless service providers under long-term lease contracts.  Since it
was founded in 1989,  SBAC has  participated  in the  development of over 13,000
antenna sites in the United States and it currently owns over 770 towers.




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. This information is qualified in its entirety by cautionary statements
and risk factors disclosure contained in certain of the company's Securities and
Exchange Commission filings.  The company wishes to caution readers that certain
important factors may 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.  The  company  undertakes  no
obligation  to  update   forward-looking   statements   to  reflect   events  or
circumstances after the date hereof.


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