<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________
SBA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-0716501
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Town Center Road 33486
Third Floor (Zip Code)
Boca Raton, Florida
(Address of principal
executive offices)
SBA COMMUNICATIONS CORPORATION 1996 STOCK OPTION PLAN
SBA COMMUNICATIONS CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
THE 1999 EQUITY PARTICIPATION PLAN OF SBA COMMUNICATIONS CORPORATION
STOCK OPTION AGREEMENT BETWEEN SBA COMMUNICATIONS CORPORATION
AND ROBERT M. GROBSTEIN
(Full titles of the Plans)
_____________________
Jeffrey A. Stoops
Chief Financial Officer
SBA Communications Corporation
One Town Center Road
Third Floor
Boca Raton, Florida 33486
(561) 995-7670
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Kirk A. Davenport, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
(212) 751-4864 (fax)
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<TABLE>
<CAPTION>
Calculation of Registration Fee
=========================================================================================================================
Title of Securities to be Amount Proposed Proposed
Registered of Shares Maximum Maximum Amount of
to be Offering Price Aggregate Registration
Registered(1) Per Share (2) Offering Price (2) Fee
=========================================================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock 4,656,783 $0.05; $2.63; $29,998,073.20 $8,339.46
$.01 par value (3) $4.00; $8.00;
$9.1875
</TABLE>
(1) Represents the maximum number of shares that may be acquired under (a) the
SBA Communications Corporation 1996 Stock Option Plan, (b) the SBA
Communications Corporation 1999 Employee Stock Purchase Plan, (c) The 1999
Equity Participation Plan of SBA Communications Corporation and (d) that
certain Stock Option Agreement between SBA Communications Corporation and
Robert M. Grobstein dated March 5, 1997. Pursuant to Rule 416 of the
Securities Act of 1933, as amended (the "Securities Act"), additional
shares of Class A common stock, par value $.01 per share ("Class A Common
Stock") of SBA Communications Corporation (the "Company") which become
issuable to prevent dilution from any future stock split, stock dividend or
similar transaction are also being registered.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h) under the Securities Act, the Proposed Maximum Offering Price Per
Share is based upon (a) the exercise price per share ($0.05) of outstanding
options to purchase 386,764 shares, (b) the exercise price per share
($2.63) of outstanding options to purchase 1,164,300 shares, (c) the
exercise price per share ($4.00) of outstanding options to purchase 105,719
shares, (d) the exercise price per share ($8.00) of outstanding options to
purchase 900,000 shares and (e) for the remaining 2,100,000 shares,
$9.1875, the average of the high and low price per share of Class A Common
Stock on the NASDAQ National Market System on June 28, 1999.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered pursuant to the SBA Communications Corporation 1999 Employee
Stock Purchase Plan.
2
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PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by SBA Communications Corporation, a Florida corporation (the
"Company"), are incorporated as of their respective dates in this Registration
Statement by reference:
A. The Company's prospectus filed with the Commission pursuant to
Rule 424(b) on June 15, 1999 in connection with the Company's
Registration Statement on Form S-1, as amended (File No. 333-
76547), including the exhibits thereto.
B. The description of the Company's Class A Common Stock contained
in the Company's Registration Statement on Form S-1 referred to
in (A) above.
All documents filed by the Company or by the SBA Communications
Corporation 1999 Employee Stock Purchase Plan pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under the Florida Business Corporation Act (the "FBCA"), a director is
not personally liable for monetary damages to the corporation or any other
person for any statement, vote, decision, or failure to act regarding corporate
management of policy unless (1) the director breached or failed to perform his
duties as a director and (2) the director's breach of, or failure to perform,
those duties
3
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constitutes: (a) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (b) a transaction from which the director
derived an improper personal benefit, either directly or indirectly; (c) a
circumstance under which an unlawful distribution is made; (d) in a proceeding
by or in the right of the corporation to procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interest of
the corporation, or willful misconduct; or (e) in a proceeding by or in the
right of someone other than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights, safety, or
property. A corporation may purchase and maintain insurance on behalf of any
director or officer against any liability asserted against him or her and
incurred by him or her in his or her capacity or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
him or her against such liability under the FBCA.
Under the FBCA, a corporation has power to indemnify any person who
was or is a party to any proceeding (other than an action by, or in the right of
the corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against liability incurred
in connection with such proceeding, including any appeal thereof, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement or conviction or
upon a plea of nolo contendere or its equivalent does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, has
reasonable cause to believe that his conduct was unlawful.
However, indemnification or advancement of expenses shall not be made
to or on behalf of any director, officer, employee or agent if a judgment or
other final adjudication establishes that his actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (a) a violation
of the criminal law, unless the director, officer, employee or agent had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (b) a transaction from which the director,
officer, employee or agent derived an improper personal benefit; (c) in the case
of a director, a circumstance under which the above liability provisions are
applicable; or (d) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The articles of incorporation of the Company provide that the Company
shall, to the fullest extent permitted by applicable law and its by-laws, as
amended from time to time, indemnify all officers and directors of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
4
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Item 8. Exhibits
4(a) Articles of Incorporation, as amended, of the Company
(incorporated by reference to the exhibits in the Company's
Registration Statement on Form S-4 as filed on April 15, 1998,
File No. 333-50219).
4(b) By-Laws of the Company (incorporated by reference to the
exhibits in the Company's Registration Statement on Form S-4 as
filed on April 15, 1998, File No. 333-50219).
4(c) Form of Restated Articles of Incorporation of the Company
(incorporated by reference to the exhibits in the Company's
Registration Statement on Form S-1 as filed on June 15, 1999,
File No. 333-76547).
4(d) Form of Restated By-Laws of the Company (incorporated by
reference to the exhibits in the Company's Registration
Statement on Form S-1 as filed on June 15, 1999, File No. 333-
76547).
4(e) Specimen Certificate of Class A Common Stock (incorporated by
reference to the exhibits in the Company's Registration
Statement on Form S-1 as filed on June 15, 1999, File No. 333-
76547).
4(f) The SBA Communications Corporation 1996 Stock Option Plan
(incorporated by reference to the exhibits in the Company's
Registration Statement on Form S-1 as filed on June 15, 1999,
File No. 333-76547).
4(g) The SBA Communications Corporation 1999 Employee Stock Purchase
Plan (incorporated by reference to the exhibits in the Company's
Registration Statement on Form S-1 as filed on June 15, 1999,
File No. 333-76547).
4(h) The 1999 Equity Participation Plan of SBA Communications
Corporation (incorporated by reference to the exhibits in the
Company's Registration Statement on Form S-1 as filed on June
15, 1999, File No. 333-76547).
4(i) Stock Option Agreement dated March 5, 1997 between the Company
and Robert M. Grobstein (incorporated by reference to the
exhibits in the Company's Registration Statement on Form S-4 as
filed on April 15, 1998, File No. 333-50219).
5(a) Opinion of Counsel regarding the legality of the Class A Common
Stock being registered.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel (included in Exhibit 5(a)).
24(a) Power of Attorney (included on signature page).
5
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Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Registrant's Annual Report pursuant to section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore,
6
<PAGE>
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act 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 July 1, 1999.
SBA COMMUNICATIONS CORPORATION
By: /s/ Jeffrey A. Stoops
--------------------------------
Jeffrey A. Stoops
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Jeffrey A. Stoops his true and
lawful attorney-in-fact and agent, with full power of substitution and
reimbursement, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing necessary or appropriate to be done with respect to this
Registration Statement or any amendments or supplements hereto in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
7
<PAGE>
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date Signed
--------- ----- -----------
<S> <C> <C>
/s/ Steven E. Bernstein
- ----------------------------------
Steven E. Bernstein Chairman of the Board of July 1, 1999
Directors, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffrey A. Stoops
----------------------------------
Jeffrey A. Stoops Chief Financial Officer July 1, 1999
(Principal Financial Officer)
/s/ Robert M. Grobstein
----------------------------------
Robert M. Grobstein Chief Accounting Officer July 1, 1999
(Principal Accounting Officer)
/s/ Donald B. Hebb, Jr.
----------------------------------
Donald B. Hebb, Jr. Director July 1, 1999
/s/ C. Kevin Landry
- ----------------------------------
C. Kevin Landry Director July 1, 1999
/s/ Richard W. Miller
- ----------------------------------
Richard W. Miller Director July 1, 1999
- ----------------------------------
Robert S. Picow Director
</TABLE>
8
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Pursuant to the requirements of the Securities Act of 1933, as
amended, the SBA Communications Corporation 1999 Employee Stock Purchase Plan
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 July 1, 1999.
SBA COMMUNICATIONS CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
By: Compensation Committee of the Board of
Directors of SBA Communications Corporation
Plan Administrator
By: /s/ Donald B. Hebb. Jr.
----------------------------------
Donald B. Hebb, Jr.
By: /s/ C. Kevin Landry
----------------------------------
C. Kevin Landry
By: /s/ Richard W. Miller
----------------------------------
Richard W. Miller
9
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Exhibit Index
4(a) Articles of Incorporation, as amended, of the Company
(incorporated by reference to the exhibits in the Company's
Registration Statement on Form S-4 as filed on April 15, 1998,
File No. 333-50219).
4(b) By-Laws of the Company (incorporated by reference to the
exhibits in the Company's Registration Statement on Form S-4 as
filed on April 15, 1998, File No. 333-50219).
4(c) Form of Restated Articles of Incorporation of the Company
(incorporated by reference to the Company's Registration
Statement on Form S-1 as filed on June 15, 1999, File No. 333-
76547).
4(d) Form of Restated By-Laws of the Company (incorporated by
reference to the exhibits in the Company's Registration
Statement on Form S-1 as filed on June 15, 1999, File No. 333-
76547).
4(e) Specimen Certificate of Class A Common Stock (incorporated by
reference to the exhibits in the Company's Registration
Statement on Form S-1 as filed on June 15, 1999, File No. 333-
76547).
4(f) The SBA Communications Corporation 1996 Stock Option Plan
(incorporated by reference to the exhibits in the Company's
Registration Statement on Form S-1 as filed on June 15, 1999,
File No. 333-76547).
4(g) The SBA Communications Corporation 1999 Employee Stock Purchase
Plan (incorporated by reference to the exhibits in the Company's
Registration Statement on Form S-1 as filed on June 15, 1999,
File No. 333-76547).
4(h) The 1999 Equity Participation Plan of SBA Communications
Corporation (incorporated by reference to the exhibits in the
Company's Registration Statement on Form S-1 as filed on June
15, 1999, File No. 333-76547).
4(i) Stock Option Agreement dated March 5, 1997 between the Company
and Robert M. Grobstein (incorporated by reference to the
exhibits in the Company's Registration Statement on Form S-4 as
filed on April 15, 1998, File No. 333-50219).
5(a) Opinion of Counsel regarding the legality of the Class A Common
Stock being registered.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel (included in Exhibit 5(a)).
24(a) Power of Attorney (included on signature page).
10
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EXHIBIT 5(a)
Our File Number: 17323.00096
Writer's Direct Dial Number: (561) 650-0577
Writer's e-mail Address: [email protected]
--------------------
July 2, 1999
SBA COMMUNICATIONS CORPORATION
One Town Center Road, Third Floor
Boca Raton, FL 33486
Re: Registration Statement on Form S-8; up to 4,656,783 shares of
-------------------------------------------------------------
Class A Common Stock, Par Value $.01 Per Share
----------------------------------------------
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of up to 4,656,783 shares of Class A Common Stock, par
value $.01 per share (the "Shares"), of SBA Communications Corporation, a
Florida corporation (the "Company"), on Form S-8 to be filed with the Securities
and Exchange Commission (the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below.
The Shares may be issued under the SBA Communications Corporation 1996
Stock Option Plan, the SBA Communications Corporation 1999 Employee Stock
Purchase Plan, the 1999 Equity Participation Plan of SBA Communications
Corporation and pursuant to that certain Stock Option Agreement between SBA
Communications Corporation and Robert M. Grobstein, dated March 5, 1997
(collectively, the "Plans").
In our capacity as your special Florida counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
<PAGE>
SBA COMMUNICATIONS CORPORATION
July 2, 1999
Page 2
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of Florida, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state.
Based on and subject to the foregoing, it is our opinion that any Shares
that may be issued pursuant to the Plans have been duly authorized and upon
issuance, delivery and payment therefor in accordance with the terms of the
Plans, will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
GUNSTER, YOAKLEY, VALDES-FAULI
& STEWART, P.A.
By: /s/ Steven J. Serling
---------------------------------
Steven J. Serling,
For the Firm
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
-------------------
ARTHUR ANDERSEN LLP
West Palm Beach, Florida,
July 2, 1999.
