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As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
SBA COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Florida 65-0716501
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
One Town Center Road
Third Floor
Boca Raton, Florida 33486
(561) 995-7670
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
______________
Jeffrey A. Stoops
President
SBA Communications Corporation
One Town Center Road
Third Floor
Boca Raton, Florida 33486
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copy to:
Robert C. Boehm, Esquire
Akerman, Senterfitt & Eidson, P.A.
One S.E. 3rd Avenue, 28/th/ Floor
Miami, Florida 33131
Phone: (305) 374-5600
Fax: (305) 374-5095
______________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
the General Instruction G, check the following box: [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
<TABLE>
<CAPTION>
______________
Calculation of Registration Fee
Title of Each Class Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
------------------- ------------ ------------------------- -------------------------- ---------
of Securities to be Registered Registered Price per Unit/(1)/ Offering Price/(1)/ Registration Fee/(1)/
------------------------------ ---------- ------------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $0.01 per share........ 1,000,000 $37.66 $37,660,000 $9,942
</TABLE>
______________
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
based upon the average of the high and low prices of the Class A Common
Stock reported on the Nasdaq National Market on September 25, 2000.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
________________________________________________________________________________
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Table of Contents
<TABLE>
<S> <C>
Where You Can Find More Information....................................... i
Information Incorporated by Reference..................................... i
Disclosure Regarding Forward-Looking Statements........................... iii
About this Prospectus..................................................... 1
Risk Factors.............................................................. 3
Legal Matters............................................................. 13
Experts................................................................... 13
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Where You Can Find More Information
We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission. You may read our Commission filings over
the Internet at the Commission's website at http://www.sec.gov. You may also
read and copy documents at the Commission's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call
the Commission at 1-800-SEC-0330 for further information on the public reference
rooms.
We have filed with the Commission a registration statement on Form S-4
under the Securities Act with respect to the shares of Class A common stock
offered by this prospectus. This prospectus, which is a part of the registration
statement, does not contain all of the information set forth in the registration
statement. For further information about us and our securities, you should refer
to the registration statement.
Information Incorporated by Reference
The Commission allows us to provide information about our business and
other important information to you by "incorporating by reference" the
information we file with the Commission, which means that we can disclose the
information to you by referring in this prospectus to the documents we file with
the Commission. Under the Commission's regulations, any statement contained in a
document incorporated by reference in this prospectus is automatically updated
and superseded by any information contained in this prospectus, or in any
subsequently filed document of the types described below.
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We incorporate into this prospectus by reference the following documents
filed by us with the Commission, each of which should be considered an important
part of this prospectus:
Commission Filing (File No. 000-30110) Period Covered or Date of Filing
-------------------------------------- --------------------------------
Annual Report on Form 10-K................... Year ended December 31, 1999
Quarterly Report on Form 10-Q................ Quarters ended March 31, 2000
and June 30, 2000
Current Reports on Form 8-K.................. January 11, 2000, January 11,
2000, February 4, 2000, February
4, 2000, February 23, 2000,
April 19, 2000, May 2, 2000, May
9, 2000, May 12, 2000, July 21,
2000, July 21, 2000, August 4,
2000, August 9, 2000, August 17,
2000 and August 17, 2000
Description of our Class A common stock
contained in Registration Statement on Form
8-A and any amendment or report filed for
the purpose of updating such description..... June 9, 1999
All subsequent documents filed by us under
Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934......................... After the date of this
prospectus
You may request a copy of each of our filings at no cost, by writing or
telephoning us at the following address, telephone or facsimile number:
SBA Communications Corporation
One Town Center Road, Third Floor
Boca Raton, FL 33486
Phone: (561) 995-7670
Fax: (561) 998-3448
Exhibits to a document will not be provided unless they are specifically
incorporated by reference in that document.
You should rely only on the information contained in this prospectus. We
have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than
the date on the front of this prospectus. Our business, financial condition,
results of operations and prospects may have changed since that date.
The information in this prospectus may not contain all of the information
that may be important to you. You should read the entire prospectus, as well as
the documents incorporated by reference in the prospectus, before making an
investment decision.
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Disclosure Regarding Forward-Looking Statements
This prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Discussions containing forward-looking statements may be
found in the material set forth in this section and under "SBA Communications
Corporation" as well as in the prospectus generally. These statements concern
expectations, beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not
historical facts. Specifically, this prospectus and the documents incorporated
into this prospectus by reference contain forward-looking statements regarding:
. our strategy to transition the primary focus of our business from site
development services toward the site leasing business, including our
intent to make strategic acquisitions of towers and tower companies;
. anticipated trends in the site development industry and its effect on
our revenues and profits;
. our estimates regarding the future development of the site leasing
industry and its effect on our site leasing revenues;
. our plan to continue to construct and acquire tower assets and the
resulting effect on our revenues, capital expenditures, expenses and
net income;
. our ability to successfully conclude letters of intent or definitive
agreements for newly built towers or acquisitions of existing towers
and the resulting effect on our financial operations;
. our estimate of the amount of capital expenditures for the twelve
months ending June 30, 2001 that will be required for the construction
or acquisition of communications sites and the contingent share
issuance related to the acquisition of SBA Network Services, Inc.
(f/k/a Com-Net Construction Services, Inc.); and
. our intention to fund capital expenditures for the twelve months
ending June 30, 2001 from cash from the equity offerings, operations
and borrowings under our Senior Credit Facility.
These forward-looking statements reflect our current views about future
events and are subject to risks, uncertainties and assumptions. We wish to
caution readers that certain important factors may have affected and could in
the future affect our actual results and could cause actual results to differ
significantly from those expressed in any forward-looking statement. The most
important factors that could prevent us from achieving our goals, and cause the
assumptions underlying forward-looking statements and the actual results to
differ materially from those expressed in or implied by those forward-looking
statements include, but are not limited to, the following:
. our ability to secure as many site leasing tenants as planned;
. our ability to expand our site leasing business and maintain or expand
our site development business;
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. 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;
. our ability to identify and acquire new towers, including our
capability to timely complete due diligence and obtain third party
consents;
. our ability to retain current lessees on newly acquired towers;
. our ability to realize economies of scale for newly acquired towers;
. the continued dependence on towers and outsourced site development
services by the wireless communications industry;
. our ability to compete effectively for new tower opportunities and
site development services in light of increased competition; and
. our ability to raise substantial additional financing to expand our
tower holdings.
You should read carefully the section of this prospectus under the heading
"Risk Factors" beginning on page 3. We assume no responsibility for updating
forward-looking statements contained in this prospectus and in any documents
that we incorporate by reference into this prospectus.
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About this Prospectus
When used in this prospectus, the terms "SBA," "we," "our," and "us" refer
to SBA Communications Corporation and its subsidiaries. This summary
highlights selected information about us. It is not complete and may not contain
all of the information that you should consider before investing in our Class A
common stock. You should carefully read this entire document, including the
"Risk Factors" section beginning on page 3.
SBA Communications Corporation
We are a leading independent owner and operator of wireless communications
infrastructure in the United States. We generate revenues from our two primary
businesses-site leasing and site development services. Since our founding in
1989, we have participated in the development of more than 14,000 antenna sites
in 49 of the 51 major wireless markets in the United States. In 1997, we began
aggressively expanding our site leasing business by capitalizing on our
nationally recognized site development experience and strong relationships with
wireless service providers to take advantage of the trend toward colocation and
independent tower ownership. As of June 30, 2000, we owned or controlled 1,660
towers and had letters of intent or definitive agreements to acquire 147 towers.
We also had non-binding mandates to build over 600 additional towers for anchor
tenants and had over 900 strategic sites in various phases of development. In
1998 and 1999 we built, for our own account, 310 and 438 towers. For the six
months ended June 30, 2000, we built, for our own account, 329 towers. We
believe our history and experience in providing site development services gives
us a competitive advantage in choosing the most attractive locations in which to
build new towers or buy existing towers, as measured by our success in
increasing tower revenues and cash flows. Our same tower revenue growth for the
six months ended June 30, 2000 on the 770 towers we owned as of June 30, 1999
was 35% based on tenant leases executed as of June 30, 2000. We executed 216 new
tenant leases in the quarter ended June 30, 2000 on the 1,351 towers we owned at
the beginning of the quarter, at an average initial monthly rent of $1,528.
Our primary focus is the leasing of antenna space on our multi-tenant
towers to a variety of wireless service providers under long-term lease
contracts. We lease antenna space on: (1) the towers we construct through build-
to-suit programs; (2) existing sites we acquire; (3) the towers we develop
strategically; and (4) sites we lease, sublease and/or manage for third parties.
Under a build-to-suit program, we build a tower for a wireless service provider.
We retain ownership of the tower and the exclusive right to co-locate additional
tenants on the tower. Many wireless service providers are choosing the build-to-
suit option as an alternative to tower ownership, and we believe that this
outsourcing trend is likely to continue. Our non-binding mandates come from a
variety of wireless carriers, including Alamosa PCS, AT&T Wireless, BellSouth
Mobility DCS, Georgia PCS, Horizon PCS, Southwestern Bell, Sprint PCS, Telecorp
PCS and VoiceStream. We have also grown through selective acquisitions of towers
primarily from smaller independent owners. We also develop towers strategically,
for our own account, by identifying an attractive location and completing all
pre-construction procedures, such as zoning, necessary to secure the site. We
then market the tower site to potential customers.
Our site development business consists of site development consulting and
site development construction. In our site development business, we provide a
full range of end-to-end services which typically occur in five phases: (1)
network pre-design; (2) communication site selection; (3) communication site
acquisition; (4) local zoning and permitting; and (5) site
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construction, switch construction and antenna installation. We will continue to
use our site development expertise to complement our site leasing business and
secure additional new tower build-to-suit opportunities. We have capitalized on
our leadership position in the site development business, our existing national
field organization and our strong relationships with wireless service providers
to develop our build-to-suit and strategic siting programs.
We have a diverse range of customers, including cellular, PCS, wireless
data and Internet services, paging, SMR, and ESMR providers as well as other
users of wireless transmission and reception equipment. Our customers currently
comprise many of the major wireless communications companies, including AT&T
Wireless, BellSouth, Georgia PCS, Horizon PCS, LEAP Wireless, Metricom, Nextel,
Omnipoint, Southwestern Bell, Sprint PCS, Telecorp PCS, Teligent, Verizon and
VoiceStream.
While we believe that our site development business will grow with the
expected overall growth of wireless and other telecommunications networks, we
believe our revenues and gross profit from the consulting segment of that
business may continue to decline as carriers find new ways to obtain network
development through outsourced tower ownership. We also believe that, over the
longer term, our site leasing revenues will continue to increase due to the same
outsourcing trend and as the number of towers we own or control grows.
Recent Events
In August 2000, we completed an offering of 5,750,000 shares of our Class A
common stock, including shares issued upon exercise of the over-allotment
option. As a result of the offering, we received $247.3 million gross proceeds
and $235.2 million net proceeds, after deduction of the underwriting discount
and offering expenses. Net proceeds from the offering will be used to finance
the construction and acquisition of towers and related businesses, to repay a
portion of outstanding debt and for general working capital purposes.
In September 2000, we entered into an agreement to acquire 213 existing
towers, from Telecorp PCS, Inc. ("Telecorp") in Louisiana, Tennessee,
Mississippi, Missouri, Arkansas and Puerto Rico. In addition, we may acquire
62 additional towers, for a total of 275 towers upon receipt by Telecorp of
certain third party consents. The acquisition price of the towers will be
$327,500 per tower. In connection with this acquisition, Telecorp will enter
into a long term lease to place its wireless network equipment at each site.
The tower acquisition agreement is subject to SBA's satisfactory completion of
its due diligence and other contingencies including, but not limited to,
Telecorp's receipt of certain third party approvals. The tower acquisition is
anticipated to be completed in the first quarter of 2001.
In addition, we have agreed to become the exclusive build-to-suit provider
for Telecorp. Under the build-to-suit agreement, we will construct a minimum of
200 tower facilities and up to a maximum of 400 tower facilities in Louisiana,
Mississippi, Puerto Rico, Arkansas, Texas, Tennessee, Kentucky, Missouri,
Indiana, Illinois, Iowa, Michigan and Wisconsin, over the next three years,
pending the approval of Telecorp's acquisition of properties in Iowa and
Wisconsin. In connection with this build-to-suit agreement, Telecorp will enter
into long term leases to place its wireless network equipment at each site. The
first 200 tower facilities will be built under the new agreement, and up to 200
additional tower facilities may be constructed under the April 26, 2000
build-to-suit agreement. This new build-to-suit agreement is contingent on the
closing of the tower acquisition.
Principal Executive Offices
Our principal executive offices are located at One Town Center Road, Third
Floor, Boca Raton, Florida 33486, and our telephone number is (561) 995-7670. We
were founded in 1989 and incorporated in Florida in 1997.
Acquisition Terms
This document serves as our prospectus to offer up to 1,000,000 shares of
our Class A common stock that we plan to use to acquire wireless communication
towers or companies that own towers or provide related services at various
locations in the United States from time to time. We may offer Class A common
stock from time to time in connection with these acquisitions. The consideration
for the acquisition of these assets or equity interests may consist of the
assumption of liabilities, issuances of our Class A common stock, and in certain
cases, a de minimus amount of cash, or any combination of these items.
It is expected that the terms of acquisitions involving the issuance of the
shares of Class A common stock covered by this prospectus will be determined by
direct negotiations with the owners or controlling persons of the assets,
businesses or securities to be acquired, and that the shares of Class A common
stock issued will be valued at prices reasonably related to the market price of
the Class A common stock either at the time an agreement is entered into
concerning the terms of the acquisition or at or about the time the shares are
delivered. No underwriting
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discounts or commissions will be paid, although finder's fees may be paid in
connection with certain acquisitions. Any person receiving such fees may be
deemed to be an "underwriter" within the meaning of the Securities Act, and any
profit on the resale of shares of Class A common stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
Risk Factors
This prospectus includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking statements are
reasonable, we cannot assure you that these plans, intentions or expectations
will be achieved. Important factors that could cause actual results to differ
materially from the forward looking statements we make in this prospectus are
set forth below and elsewhere in this prospectus. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the following cautionary statements.
Tenant demand may not be as strong as planned.
We may not be successful in growing our site leasing business. Our success
depends to a large extent on our management's expectations and assumptions
concerning future tenant demand for independently-owned communication sites and
numerous other factors, many of which are beyond our control. Tenant demand
includes both the number of tenants and the lease rates they are willing to pay.
Any material error in any of these expectations or assumptions could have a
material adverse effect on our growth rate. Because most of our towers are newly
constructed, and because these towers have little or no positive cash flow at
the time of their construction, the risks of lower tenant demand for tower space
are much greater for us than for a tower company which has grown its portfolio
by acquiring towers with existing cash flow.
We compete for site leasing tenants with: (1) wireless service providers
that own and operate their own tower infrastructure and lease, or may in the
future decide to lease, antenna space to other providers; (2) site development
companies that acquire antenna space on existing towers for wireless service
providers, manage new tower construction and provide site development services;
(3) other large independent tower companies; and (4) smaller local independent
tower operators. Wireless service providers that own and operate their own tower
infrastructure generally are substantially larger and have greater financial
resources than we do. Several of the independent tower companies also have
larger tower infrastructure and greater financial resources than we do. We
believe that tower location and capacity, price, quality of service and density
within a geographic market historically have been and will continue to be the
most significant competitive factors affecting the site leasing business.
The number of towers we build, the number of tenants we add to our towers and
our site development business revenues fluctuate from quarter to quarter.
The number of towers we build, the number of tenants we add to our towers
and the demand for our site development services fluctuate from period to period
and within periods. Numerous factors cause these fluctuations, including:
. the timing of our customers' capital expenditures;
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. the number and significance of active customer engagements during a
quarter;
. delays incurred in connection with a project or a tenant installation
of equipment;
. employee hiring;
. the use of consultants; and
. the rate and volume of wireless service providers' tower build-outs.
While the demand for our site development services fluctuates, we incur
significant fixed costs, such as maintaining a staff and office space in
anticipation of future contracts, even when there is no current business. The
timing of revenues is difficult to forecast as our sales cycle can be relatively
long and may depend on factors such as the size and scope of assignments,
budgetary cycles and pressures and general economic conditions. With respect to
new tenant leases, in some cases revenue commencement trails execution of the
lease due to contractual terms, which are typical in the industry, and which
provide for revenue to commence upon installation of the tenant's equipment on
the tower, which can be 90 days or more after the execution of the lease.
Seasonal factors, such as weather, vacation days and total business days in a
quarter, and the business practices of customers, such as deferring commitments
on new projects until after the end of the calendar year or the customers'
fiscal year, may add to the variability of new tower builds and revenues and
could have a material adverse effect on our growth rate, prospects, financial
condition or results of operations. Consequently, the number of towers we build
and the operating results of our site leasing and development businesses for any
particular period may vary significantly, and should not be considered as
indicative of long-term results.
We face zoning and other restrictions on our ability to construct new towers.
Our growth strategy depends on our ability to construct and operate towers
in a timely and cost-effective manner. A number of factors beyond our control
can affect our ability to construct new towers, including:
. zoning and local permitting requirements;
. Federal Aviation Administration considerations;
. availability of tower components and construction equipment;
. skilled construction personnel;
. bad weather conditions; and
. finding suitable anchor tenants in those cases where we are not
willing to build a tower without an anchor tenant.
In addition, as the concern over tower proliferation has grown in recent
years, certain communities have placed restrictions on new tower construction or
have delayed granting permits required for construction. We cannot assure you
(1) that there will be a significant need for the
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construction of new towers once existing wireless service providers complete
their tower infrastructure build-out, (2) of the number of mandates that we will
be awarded or the number of mandates that will result in constructed towers, (3)
that we will be able to overcome regulatory or other barriers to new
construction or (4) that the number of towers planned for construction will be
completed in accordance with the requirements of our customers. Certain of our
anchor tenant leases contain penalty or forfeiture provisions in the event we do
not complete the towers within specified time periods.
We face increasing competition for new tower opportunities and acquisitions of
existing towers.
We compete for new tower opportunities primarily with site developers,
wireless carriers and other independent tower companies. We believe that
competition for new tower opportunities will increase and that additional
competitors will enter the tower market. Some of these additional competitors
have or are expected to have greater financial resources than we do.
Our growth strategy depends on our ability to acquire and operate existing
towers not built by us to augment our existing tower network. Increased
competition for acquisitions may result in fewer acquisition opportunities for
us and higher acquisition prices. We regularly explore acquisition
opportunities, and we are currently actively negotiating to acquire additional
towers. As of June 30, 2000, we had letters of intent or definitive agreements
to acquire 147 towers in 38 separate transactions for an aggregate purchase
price of approximately $56.4 million or an average acquisition price of
approximately $384,000 per tower, and a 17.3 times multiple of annualized tower
cash flow to purchase price.
We may not be able to identify, finance and complete future acquisitions of
towers or tower companies on acceptable terms or may not be able to profitably
manage and market available space on any towers that we acquire. We may also
face challenges in integrating newly acquired towers or tower companies with our
operations and may face difficulties in retaining current lessees on newly
acquired towers. The extent to which we are unable to construct or acquire
additional towers, or profitably manage these tower operations, may have a
material adverse effect on our results of operations.
We are not profitable and expect to continue to incur losses.
We incurred net losses of $19.9 million for the year ended December 31,
1998, $34.6 million for the year ended December 31, 1999 and $17.6 million for
the six months ended June 30, 2000. Our losses are principally due to
significant depreciation, amortization and interest expense. We have not
achieved profitability and expect to continue to incur losses for the
foreseeable future.
Our mandates may not yield binding agreements.
As of June 30, 2000, we had non-binding mandates to build over 600 towers
under build-to-suit programs for wireless service providers. Although we believe
that the majority of these non-binding mandates will result in long-term anchor
leases for specific communication towers, there are a number of steps that need
to occur before any leases are executed. These steps include, in some cases,
finalizing build-out plans by the customers who have awarded the mandates,
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completing due diligence by us and our customers and finalizing other definitive
documents between the parties. As a result, we cannot assure you as to the
percentage of current and future non-binding mandates that will ultimately
result in binding anchor tenant leases and constructed towers.
We think revenues from the consulting segment of our site development business
may continue to decline.
Our growth strategy is primarily focused on expanding our site leasing
business, as opposed to our site development business. However, you should be
aware that a substantial portion of our revenues has historically come from the
consulting segment of our site development business. We believe that wireless
service providers have begun to move away from the traditional build-out formula
where those providers contract for site development services for a fee and
invest the capital necessary to build and own their own network of
communications towers. We believe that the use of build-to-suit programs is
rapidly becoming the preferred method of wireless network expansion. As wireless
service providers have moved away from the traditional build-out formula, our
site development revenues from the consulting segment declined in each of 1997,
1998, 1999, and we could experience a further decline in 2000. We expect this
trend to continue for the foreseeable future as our customers continue to move
toward build-to-suit programs and other outsourcing alternatives and away from
wireless service provider-funded site development and ownership.
We will need to seek additional financing to fund our business plan.
Our business strategy contemplates substantial capital expenditures in
connection with the expansion of our tower infrastructure by agreeing with
wireless carriers to assume ownership or control of their existing towers, by
pursuing build-to-suit opportunities and by exploring other tower acquisition
opportunities.
Our cash capital expenditures for the six months ended June 30, 2000 were
$163.2 million. We currently estimate that we will make at least $250.0 million
to $300.0 million of cash capital expenditures during the twelve months ending
June 30, 2001, which will be primarily for the construction and acquisition of
towers, tower companies and/or related businesses. Substantially all of these
planned capital expenditures are expected to be funded by proceeds from our
issuance of equity, borrowings under our Senior Credit Facility and cash flow
from operations. Thereafter, however, or in the event we exceed our currently
anticipated cash capital expenditures by June 30, 2001, or are unable to fully
draw on our senior credit facility, we anticipate that we will need to seek
additional equity or debt financing to fund our business plan. Additional
financing may not be available on commercially acceptable terms or at all, and
additional debt financing may not be permitted by the terms of our existing
indebtedness, including our senior discount notes. Prior to March 1, 2003,
interest expense on our outstanding senior discount notes will consist solely of
non-cash accretion of original issue discount and these notes will not require
cash interest payments. After that time, our outstanding senior discount notes
will have accreted to $269.0 million and will require annual cash interest
payments of approximately $32.3 million. If we are required to issue additional
common equity to finance our capital expenditures, it could be dilutive to our
existing shareholders. To the extent we are unable to finance future capital
expenditures, we will be unable to achieve our currently contemplated business
goals.
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Managing our expansion and integrating acquisitions may strain our resources or
negatively affect our business.
Expanding our business may impose significant strains on our management,
operating systems and financial resources. In addition, we anticipate that our
operating expenses may increase during the next few years from their 1999 levels
as we construct and acquire additional tower assets. Our failure to manage our
growth or unexpected difficulties encountered during expansion could have a
material adverse effect on our results of operations. The pursuit and
integration of new tower build-outs in addition to future acquisitions,
investments, joint ventures and strategic alliances will require substantial
attention from our senior management, which will limit the amount of time
available to devote to our existing operations.
From January 1, 1995 to June 30, 2000, our work force increased from
approximately 80 to 800 employees. This growth has placed, and will likely
continue to place, a substantial strain on our administrative, operational and
financial resources. In addition, as part of our business strategy, we may
acquire complementary businesses or expand into new businesses. Acquisitions
involve a number of potential risks, including the potential loss of customers,
and the inability to productively combine disparate company cultures and
facilities or manage operating sites in geographically diverse markets. We may
not be able to manage our growth successfully and our management, personnel or
operational and financial control systems may not be adequate to support
expanded or complementary operations. Any of these inabilities or inadequacies
could have a material adverse effect on our growth rate, prospects, financial
condition or results of operations.
If demand for wireless communication services decreases, our revenue will be
adversely affected.
Substantially all of our customers to date have been providers of wireless
communications services and, therefore, our success is dependent on their
success. Demand for both our site leasing and site development services is
dependent on demand for communication sites from wireless service providers,
which, in turn, is dependent on the demand for wireless services. A slowdown in
the growth of, or reduction in demand, in a particular wireless communication
segment could adversely affect the demand for communication sites. Most types of
wireless services currently require ground-based network facilities, including
communication sites for transmission and reception. The extent to which wireless
service providers lease these communication sites depends on a number of factors
beyond our control, including:
. the level of demand for wireless services;
. the financial condition and access to capital of wireless service
providers;
. the strategy of wireless service providers with respect to owning or
leasing communication sites;
. government licensing of broadcast rights; and
. changes in telecommunications regulations and general economic
conditions.
In addition, wireless voice service providers frequently enter into roaming
agreements with competitors allowing them to use one another's wireless
communications facilities to accommodate customers who are out of range of their
home provider's services. These roaming agreements may be viewed by wireless
voice service providers as a superior alternative to leasing
7
<PAGE>
antenna space on communications sites owned or controlled by us. The
proliferation of these roaming agreements could have a material adverse effect
on our results of operations.
We depend on a relatively small number of customers for most of our revenues.
We derive a significant portion of our revenues from a small number of
customers which vary at any given time, particularly in the site development
services side of our business. For example, during 1997, 1998, 1999 and the six
months ended June 30, 2000, our five largest customers accounted for
approximately 89.9%, 91.4%, 48.3% and 42.3% respectively, of our revenues from
site development services. Sprint PCS, our largest customer for the years ended
December 31, 1997, 1998, 1999 and the six months ended June 30, 2000, accounted
for 53.6%, 41.3%, 20.8% and 11.8%, respectively, of our revenues from site
development services during those periods. Other large customers include
BellSouth Mobility DCS, which accounted for 23.8% of our revenues from site
development services for the year ended December 31, 1998 and 13.9% for the year
ended December 31, 1999. For the six months ended June 30, 2000, Anderson
accounted for 11.5% of our site development services. PageNet represented 33.4%
of our site leasing revenue for 1998, 16.5% for the year ended December 31,
1999, and 8.2% for the six months ended June 30, 2000. These PageNet revenues
come primarily from our lease/sublease component of our site leasing business.
For the six months ended June 30, 2000, our other major site leasing customers
were Nextel, Sprint PCS, and BellSouth Mobility DCS which accounted for 9.4%,
8.5%, and 8.2% of our site leasing revenues. Our site development customers
engage us on a project-by-project basis, and a customer can generally terminate
an assignment at any time without penalty. In addition, a customer's need for
site development services can decrease, and we may not be successful in
establishing relationships with new clients. Moreover, our existing customers
may not continue to engage us for additional projects. The substantial majority
of our existing non-binding mandates are from Alamosa PCS, AT&T Wireless,
Horizon PCS, Georgia PCS, Sprint PCS and Telecorp PCS. The loss of any
significant customer could have a material adverse effect on our growth rate,
prospects, financial condition or results of operations.
Due to the long-term expectations of revenue from tenant leases, the tower
industry is very sensitive to the creditworthiness of its tenants. Wireless
service providers often operate with substantial leverage, and financial
problems for our customers could result in uncollected accounts receivable, in
the loss of customers and the associated lease revenues, or in a reduced ability
of these customers to finance expansion activities.
Our substantial indebtedness could adversely affect our financial health and
prevent us from fulfilling our payment obligations.
We have a significant amount of indebtedness. The following chart shows
certain important credit information:
<TABLE>
<CAPTION>
At June 30, 2000
----------------
(dollars in thousands)
<S> <C>
Total indebtedness................................................ $272,407
Stockholders' equity.............................................. $283,506
</TABLE>
8
<PAGE>
Our substantial indebtedness could have important consequences to you. For
example, it could:
. increase our vulnerability to general adverse economic and industry
conditions;
. limit our ability to fund future working capital, capital
expenditures, research and development costs and other general
corporate requirements;
. require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures, research and development efforts and other general
corporate purposes;
. limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;
. place us at a competitive disadvantage to our competitors that are
less leveraged; and
. limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional
funds. Failing to comply with those covenants could result in an event
of default which, if not cured or waived, could have a material
adverse effect on our growth rate, prospects, financial condition or
results of operations.
Our ability to service our debt obligations will depend on our future
operating performance, which will be affected by prevailing economic conditions
in the wireless communications industry, and financial, business and other
factors, certain of which are beyond our control. If we are unable to generate
sufficient cash flow from operations to service our indebtedness, we will be
forced to adopt an alternative strategy that may include actions such as
reducing, delaying or eliminating acquisitions of towers or related service
companies, delaying tower construction and other capital expenditures, selling
assets, restructuring or refinancing our indebtedness or seeking additional
equity capital. We may not be able to effect any of these alternative strategies
on satisfactory terms, if at all. The implementation of any of these alternative
strategies could have a material adverse effect on our growth rate.
Our senior credit facility and the indenture governing our senior discount
notes each contains certain restrictive covenants. The senior credit facility
also requires us to maintain specified financial ratios and satisfy certain
financial condition tests. Our ability to meet these financial ratios and tests
can be affected by events beyond our control, and we may not be able to meet
those tests. A breach of any of these covenants could result in a default under
the senior credit facility and the indenture governing our senior discount
notes. Upon the occurrence of certain bankruptcy events, the outstanding
principal, together with all accrued interest, will automatically become
immediately due and payable. If any other event of default should occur under
the senior credit facility, our lenders can elect to declare all amounts of
principal outstanding under the senior credit facility, together with all
accrued interest, to be immediately due and payable. Either of these events
could also result in the triggering of cross-default or cross-acceleration
provisions in other instruments, permitting acceleration of the maturity of
additional indebtedness. If we were unable to repay amounts that become due
under the senior credit facility, our lenders could proceed against the
collateral granted to them to secure that indebtedness. If the indebtedness
under the senior credit facility were to be accelerated, our assets
9
<PAGE>
may not be sufficient to repay in full the indebtedness. Substantially all of
our assets are pledged as security under the senior credit facility.
Our earnings have been insufficient to cover our fixed charges since the
issuance of our senior discount notes, assuming the accretion on the notes as a
fixed charge. We expect our earnings to continue to be insufficient to cover
our fixed charges for the foreseeable future. We may be able to incur
substantial additional indebtedness in the future. If new debt is added to our
current debt levels, the related risks that we face could intensify.
We must comply with a variety of extensive regulations.
We are subject to a variety of regulations, including those at the federal,
state and local level. Both the Federal Communications Commission ("FCC") and
the Federal Aviation Administration ("FAA") regulate towers and other sites used
for wireless communications transmitters and receivers. Such regulations control
siting, lighting and marking of towers and may, depending on the characteristics
of the tower, require prior approval or registration of tower facilities.
Wireless communications devices operating on towers are separately regulated and
independently licensed based upon the regulation of the particular frequency
used. Proposals to construct new communication sites or to modify existing
communication sites are reviewed by both the FCC and the FAA to ensure that a
site will not present a hazard to aviation. Construction or modification of
these structures is also subject to the National Environmental Policy Act, which
requires additional review of any tower that may have a significant effect upon
the quality of the human environment. Owners of towers may have an obligation to
paint the towers or install lighting to conform to FCC and FAA standards and to
maintain such painting or lighting. Tower owners also bear the responsibility
for notifying the FAA of any tower lighting failures. We generally indemnify our
customers against any failure to comply with applicable standards. Failure to
comply with applicable requirements may lead to civil penalties.
Local regulations include city or other local ordinances, zoning
restrictions and restrictive covenants imposed by community developers. These
regulations vary greatly, but typically require tower owners to obtain approval
from local officials or community standards organizations prior to tower
construction. Local regulations can delay or prevent new tower construction or
site upgrade projects, thereby limiting our ability to respond to customers'
demands. In addition, these regulations may increase the timing and costs
associated with new tower construction. Additional regulations could be adopted
which could increase these delays or result in additional costs to us. These
factors could have a material adverse effect on our growth rate, prospects,
financial condition or results of operations and on our ability to implement
and/or achieve our business objectives in the future. Our customers may also
become subject to new regulations or regulatory policies that adversely affect
the demand for communication sites.
Our operations are also subject to federal, state and local environmental
laws and regulations regarding the use, storage, disposal, emission, release and
remediation of hazardous and nonhazardous substances, materials or wastes. Under
certain of these environmental laws, we could be held strictly liable for the
remediation of hazardous substance contamination at our facilities or at third-
party waste disposal sites, and could also be held liable for any personal or
property damage related to the contamination. Although we believe that we are in
substantial compliance with, and have no material liability under, applicable
environmental laws, the costs of compliance with existing or future
environmental laws and liability related to those laws may have a material
adverse effect on our business.
10
<PAGE>
We and the wireless service providers that use our towers are also subject
to government requirements and other guidelines relating to radio frequency, or
RF, emissions. The potential connection between RF emissions and certain
negative health effects, including some forms of cancer, has been the subject of
substantial studies by the scientific community in recent years. To date, the
results of these studies have been inconclusive. Although we have not been
subject to any claims relating to RF emissions, we may be subject to these
claims in the future.
Our towers are subject to damage from natural disasters.
Our towers are subject to risks associated with natural disasters such as
tornadoes, hurricanes and earthquakes. We maintain insurance to cover the
estimated cost of replacing damaged towers, but these insurance policies are
subject to caps and deductibles. We also maintain third party liability
insurance to protect us in the event of an accident involving a tower. A tower
accident for which we are uninsured or underinsured, or damage to a tower or
group of towers, could have a material adverse effect on our financial condition
or results of operations.
New technologies may undermine the success of our operations.
The emergence of new technologies could have a negative impact on our
operations. For example, the FCC has granted license applications for several
low-earth orbiting satellite systems that are intended to provide mobile voice
and data services. Although these systems are highly capital intensive and have
only begun to be tested, mobile satellite systems could compete with land-based
wireless communications systems. In addition, products are currently being
developed which may permit multiple wireless carriers to use a single antenna,
or to increase the range and capacity of an antenna. These systems and products
could reduce the demand for our infrastructure services or space on our towers.
These events could have a material adverse effect on our growth rate, prospects,
financial condition or results of operations.
Because of our holding company structure, we depend on our subsidiaries for cash
flow. Our access to this cash flow is restricted.
We are a holding company with no business operations of our own. Our only
significant asset is and is expected to be the outstanding capital stock of our
subsidiaries. We conduct, and expect to conduct, all of our business operations
through our subsidiaries. Accordingly, our only source of cash to pay our
obligations is distributions from our subsidiaries of their net earnings and
cash flow. We currently expect that the earnings and cash flow of our
subsidiaries will be retained and used by them in their operations, including to
service their debt obligations. Even if our subsidiaries determined to make a
distribution to us, applicable state law and contractual restrictions, including
the dividend covenants contained in our senior credit facility, may not permit
these dividends or distributions.
Steven E. Bernstein controls the outcome of shareholder votes.
Steven E. Bernstein, our Chairman and Chief Executive Officer, controls
100% of the outstanding shares of Class B common stock. As of June 30, 2000, Mr.
Bernstein controlled approximately 62% of the total voting power of both classes
of common stock. As a result, Mr. Bernstein has the ability to control the
outcome of all matters determined by a vote of our
11
<PAGE>
common shareholders when voting together as a single class, including the
election of all of our directors.
We depend on the services of our executive officers.
Our success depends to a significant extent upon the continued services of
Steven E. Bernstein, our Chairman and Chief Executive Officer, Jeffrey A.
Stoops, our President, Ronald G. Bizick, II, our Chief Operating Officer- U.S.
Site Development, Daniel J. Eldridge, President-SBA Network Services, Inc., John
Marino, our Chief Financial Officer, and Michael N. Simkin, our Executive Vice
President-International. Each of Messrs. Bizick, Simkin and Stoops has an
employment agreement. We do not have an employment agreement with Messrs.
Bernstein, Eldridge, or Marino. Mr. Bernstein's compensation and other terms of
employment are determined by the Board of Directors. The loss of the services of
any of Messrs. Bernstein, Stoops, Simkin, Eldridge, Bizick or Marino or other
key managers or employees, could have a material adverse effect upon our
prospects or results of operations.
We need to attract, retain and manage skilled employees.
Our business involves the delivery of professional services and is labor-
intensive. Our success depends in large part upon our ability to attract,
develop, motivate and retain skilled employees. We compete with other wireless
communications firms and other enterprises for employees with the skills
required to perform our services. We cannot assure you that we will be able to
attract and retain a sufficient number of highly-skilled employees in the future
or that we will continue to be successful in training, retaining and motivating
employees. The loss of a significant number of employees and/or our inability to
hire a sufficient number of qualified employees could have a material adverse
effect on our results of operations or growth rate.
Commencing international operations in the future may undermine the success of
our operations.
We do not currently have international operations, but we evaluate
international opportunities from time to time and may commence international
operations at any time. If we commence international operations, we will be
subject to various political, economic and other uncertainties. The risks
include:
. unexpected changes in regulatory requirements;
. difficulties and costs of staffing and managing international
operations;
. different technology standards;
. political and economic instability;
. fluctuations in currency exchange rates;
. imposition of currency exchange controls; and
. potentially adverse tax consequences
12
<PAGE>
Any of these factors could delay or preclude our ability to generate
revenues in our key markets. Accordingly, no assurance can be given that if we
commence international operations our strategies will prove to be effective or
that management's goals will be achieved.
Legal Matters
The validity of the shares of Class A Common Stock being offered hereby
will be passed upon for us by Akerman, Senterfitt & Eidson, P.A., Miami,
Florida.
Experts
The consolidated financial statements and schedule of SBA Communications
Corporation, included in our Form 10-K for the year ended December 31, 1999,
incorporated by reference in this prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent certified public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
13
<PAGE>
Part II
Information Not Required In Prospectus
Item 20. 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 or policy unless (1) the director breached or failed to perform his
or her duties as a director and (2) the director's breach of, or failure to
perform, those duties constitutes: (a) a violation of the criminal law, unless
the director had reasonable cause to believe his or her 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, the
director's actions constituted 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, the director's actions
constituted recklessness or were 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 and incurred by him 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 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 or she 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, and has the power to indemnify any such person in any proceeding by or
in the right of the corporation, by reason of the fact that he or she 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 expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof, if he or she acted
in good faith and in manner he or she 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 or her
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 or she 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 or her
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 or her actions, or omissions to act,
were material to the cause of action so adjudicated and
II-1
<PAGE>
constitute: (a) a violation of the criminal law, unless the director, officer,
employee or agent had reasonable cause to believe his or her 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 21. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
Number Description
------ -----------
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the
validity of the Class A common stock.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of SBA (set
forth on the signature page of this registration statement).
Item 22. 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was
II-2
<PAGE>
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 section 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) The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(d) The registrant undertakes that every prospectus (i) that is filed pursuant
to paragraph (c) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities 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.
(e) 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
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
II-3
<PAGE>
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.
(f) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
II-4
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 September 13, 2000.
SBA COMMUNICATIONS CORPORATION
By: /s/ Steven E. Bernstein
-------------------------------------------
Name: Steven E. Bernstein
Title: Chairman and Chief Executive Officer
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Jeffrey A. Stoops and John Marino, or either of
them, each acting alone, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in his
or her name, place and stead, in any and all capacities, in connection with the
registrant's registration statement on Form S-4 under the Securities Act of
1933, including to sign the registration statement in the name and on behalf of
the registrant or on behalf of the undersigned as a director or officer of the
registrant, and any and all amendments or supplements to the registration
statement, including any and all stickers and post-effective amendments or
supplements to the registration statement and to sign any and all additional
registration statements relating to the same offerings of securities as those
that are covered by the registration statement that are filed pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities self-
regulatory body, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
--------------
<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 indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven E. Bernstein Chairman, Chief Executive Officer and Director September 13, 2000
-----------------------
Steven E. Bernstein
/s/ Jeffrey A. Stoops President and Director September 13, 2000
---------------------
Jeffrey A. Stoops
/s/ John Marino Chief Financial Officer September 13, 2000
---------------
John Marino
/s/ Pamela J. Kline Chief Accounting Officer September 13, 2000
-------------------
Pamela J. Kline
/s/ Donald B. Hebb, Jr. Director September 13, 2000
-----------------------
Donald B. Hebb, Jr.
/s/ C. Kevin Landry Director September 13, 2000
-------------------
C. Kevin Landry
/s/ Richard W. Miller Director September 13, 2000
---------------------
Richard W. Miller
/s/ Robert S. Picow Director September 13, 2000
-------------------
Robert S. Picow
</TABLE>
<PAGE>
Exhibit Index
Exhibit
Number Description
------- -----------
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the validity
of the Class A common stock.
23.1 Consent of Arthur Andersen LLP.
