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As filed with the Securities and Exchange Commission on June 9, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SBA Communications Corporation
(Exact name of registrant as specified in its charter)
Florida 65-0716501
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One Town Center Road, Third Floor
Boca Raton, Florida 33486
(Address, including Zip Code, of Registrant's
Principal Executive Offices)
Copies to:
Kirk A. Davenport Rise B. Norman
Latham & Watkins Simpson Thacher & Bartlett
885 Third Avenue 425 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 906-1200 (212) 455-2000
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If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), please check the following box [_] A.(d), please check the following box [X]
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Securities Act registration statement file number to which this form relates:
333-76547
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Class A Common Stock, $0.01 par value Nasdaq National Market
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Item 1. Description Of Registrant's Securities To Be Registered.
On May 7, 1999, the registrant filed with the Securities and Exchange
Commission (the "Commission") Amendment No. 1 to its Registration Statement on
Form S-1, File No. 333-76547, with respect to its Class A common stock, par
value $0.01 per share (the "Common Stock"). The securities to be registered
pursuant to this Registration Statement on Form 8-A were described in the
registration statement referred to above under the caption "Description of
Capital Stock," and such description is incorporated by reference herein in
response to the information required by this Item. Such description
incorporated by reference herein shall be filed with copies of the application
filed with The Nasdaq Stock Market, Inc. (the "Nasdaq National Market").
Item 2. Exhibits.
The following exhibits shall be filed with each copy of this
Registration Statement filed with the Nasdaq National Market, but have not been
filed with, and are not incorporated by reference in, copies of this
Registration Statement filed with the Commission:
* 3.1 Articles of Incorporation, as amended, of the Registrant
* 3.2 The Bylaws of the Registrant
** 3.3 Form of Restated Articles of Incorporation of the Registrant
** 3.4 Form of Restated Bylaws of the Registrant
* 4.1 Specimen certificate of Class A common stock
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* Incorporated by reference to the exhibits in the Registration Statement on
Form S-4 previously filed by the Registrant (Registration no. 333-50219).
** To be filed by amendment.
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SBA Communication Corporation
Date: June 9, 1999 By: /s/ Jeffrey A. Stoops
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Jeffrey A. Stoops
Chief Financial Officer
