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As filed with the Securities and Exchange Commission on July 12, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-3
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 Ave, 28th 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 only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please 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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
______________
Calculation of Registration Fee
<TABLE>
<CAPTION>
Amount of
Proposed Maximum Proposed Maximum Registration
Amount to be Registered Offering Price per Unit/(1)/ Aggregate Offering Price/(1)/ Fee
----------------------- ---------------------------- ----------------------------- ------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.01 per share................. 868,685 $48.97 $42,539,504 $11,230
</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 July 11, 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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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
868,685 Shares
SBA COMMUNICATIONS CORPORATION
CLASS A COMMON STOCK
______________
This prospectus relates to the resale of 868,685 shares of our Class A
common stock by the selling shareholders listed in this prospectus. The Class A
common stock was originally issued to the selling shareholders in private
placements. We will not receive any proceeds from the sale of the Class A common
stock offered through this prospectus.
______________
Our Class A common stock is traded on the Nasdaq National Market under the
symbol "SBAC." The last reported sale price of the Class A common stock on July
11, 2000 was $48.06 per share.
______________
Investing in these securities involves risks. See "Risk Factors" beginning
on page 3 of this prospectus.
______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
____________, 2000.
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Table of Contents
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Page
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Where You Can Find More Information................................. i
Information Incorporated by Reference............................... i
Disclosure Regarding Forward-Looking Statements..................... iii
SBA Communications Corporation...................................... 1
Risk Factors........................................................ 3
Use of Proceeds..................................................... 13
Selling Shareholders................................................ 13
Plan of Distribution................................................ 14
Legal Matters....................................................... 15
Experts............................................................. 15
</TABLE>
When used in this prospectus and any prospectus supplement, the terms
"SBA", "we", "our", and "us" refer to SBA Communications Corporation and its
subsidiaries. The following summary contains basic information about us. It
likely does not contain all the information that is important to you. We
encourage you to read this entire prospectus and the documents we have referred
you to.
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 SEC filings over the
Internet at the Commission's website at http://www.sec.gov. You may also read
and copy documents at the SEC'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 SEC 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-3
under the Securities Act to register with the Commission the securities
described herein. 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:
<TABLE>
<CAPTION>
SEC Filing (File No. 000-30110) Period Covered or Date of Filing
--------------------------------------------------------------- --------------------------------------
<S> <C>
Annual Report on Form 10-K..................................... Year ended December 31, 1999
Quarterly Report on Form 10-Q.................................. Quarter ended March 31, 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 and May 12,
2000
Prospectus filed pursuant to Rule 424 under the Securities
Act............................................................ January 28, 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
</TABLE>
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 or any
supplement. 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 or any supplement is
accurate as of any date other than the date on the front of those documents. Our
business, financial condition, results of operations and prospects may have
changed since that date.
The information in this prospectus or any supplement may not contain all of
the information that may be important to you. You should read the entire
prospectus or any supplement, as well as the documents incorporated by reference
in the prospectus or any supplement, 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 fiscal year
2000 that will be required for the construction or acquisition of
communications sites and the contingent share issuance related to the
acquisition of Com-Net Construction Services, Inc.; and
. our intention to fund capital expenditures for fiscal year 2000 from
cash from the follow-on offering, 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;
. 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;
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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 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.
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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.
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.
Recent Developments
Telecorp PCS "Build-To-Suit" Agreement
On April 26, 2000, we entered into a build-to-suit agreement with Telecorp
PCS, Inc., we entered AT&T Wireless' largest affiliate. Under the build-to-suit
agreement, we will construct up to 200 tower facilities covering a number of
strategic markets over the next two years. Telecorp PCS will enter into long
term leases to place its wireless equipment at each site.
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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;
. the number and significance of active customer engagements during a
quarter;
. delays incurred in connection with a project or a tenant installation of
equipment;
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. 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 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
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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.
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 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 $9.7 million for
the quarter ended March 31, 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,
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.
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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 quarter ended March 31, 2000 were
$60.6 million. We currently estimate that we will make at least $300.0 million
of cash capital expenditures through the end of the first quarter 2001 in fiscal
year 2000, which will be primarily for the construction and acquisition of
towers. Based on our current operations and anticipated revenue growth, we
believe that, if our business strategy is successful, cash flow from operations
and available cash, together with available borrowings under our senior credit
facility, will be sufficient to fund our anticipated cash capital expenditures
through the end of the first quarter 2001. Thereafter, however, or in the event
we exceed our currently anticipated cash capital expenditures by the end of the
first quarter 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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The expansion of our business may strain our resources.
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. 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 antenna space on
communications sites owned
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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
quarter ended March 31, 2000, our five largest customers accounted for
approximately 89.9%, 91.4%, 48.3% and 46.7% respectively, of our revenues from
site development services. Sprint PCS, our largest customer for the years ended
December 31, 1997, 1998, 1999 and the quarter ended March 31, 2000, accounted
for 53.6%, 41.3%, 20.8% and 15.6%, 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 quarter ended March 31, 2000, AT&T Wireless
accounted for 9.8% 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 11.8% for the quarter ended March 31, 2000. These PageNet revenues
come primarily from our lease/sublease component of our site leasing business.
For the quarter ended March 31, 2000, our other major site leasing customers
were Nextel, Sprint PCS, and BellSouth Mobility DCS which accounted for 10.0%,
9.6%, and 9.2% 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:
At March 31, 2000
-----------------
(dollars in thousands)
Total indebtedness........... $ 266,730
Stockholders' equity......... $ 274,716
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 may not be
sufficient to
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<PAGE>
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.
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<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
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<PAGE>
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 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
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<PAGE>
. potentially adverse tax consequences
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.
Use of Proceeds
We will not receive any proceeds from the sale of the Class A common stock
offered through this prospectus.
Selling Shareholders
The table below sets forth, as of July 11, 2000, certain information with
respect to the beneficial ownership of our capital stock by the selling
shareholders. The information below is based on information provided by or on
behalf of the selling shareholders. The selling shareholders may offer all, some
or none of the Class A common stock. In addition, the selling shareholders
identified below may have sold, transferred or otherwise disposed of all or a
portion of their Class A common stock since the date on which they provided the
information regarding their Class A common stock.
At July 11, 2000, we had outstanding the following shares of capital stock:
34,122,705 shares of Class A common stock and 5,535,595 shares of Class B common
stock. At July 11, 2000 no other classes or series of capital stock had any
shares issued and outstanding.
<TABLE>
<CAPTION>
Number of Percentage
Number of Shares to of Shares
Nature of Shares Owned Number of be Owned to be Owned
Selling Relationship Title of Before the Shares to After After
Shareholder with SBA Class Offering be Sold Offering Offering
----------- ----------- ------ -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ABS Affiliate/(1)/ Class A 643,685 643,685 0 --
Capital Common
Partners Stock
II, L.P.
Jeffrey President Class A 1,524,104/(2)/ 225,000 1,299,104 [3.3%]
A. Stoops and Director Common
Stock
--------- ------- ---------
Total 2,167,789 868,685 1,299,104
--------- ------- ---------
</TABLE>
/(1)/ Donald B. Hebb, Jr., the Managing Member of ABS Partners II, L.L.C., the
general partner of ABS Capital Partners II, L.P., is one of our directors.
/(2)/ Includes 50,000 options to purchase shares of SBA's Class A common stock.
Of these shares, 769,863 are owned by Calculated Risk Partners, L.P., a Delaware
limited partnership ("CRLP"). Mr. Stoops controls the general partner of CRLP.
Mr. Stoops disclaims beneficial ownership of those shares owned by CRLP in which
he has no pecuniary interest.
13
<PAGE>
Plan of Distribution
The selling shareholders and their successors, which term includes their
transferees, pledgees or donees or their successors, may sell the Class A common
stock directly to purchasers or through underwriters, broker-dealers or agents,
who may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders or the purchasers, which discounts,
concessions or commissions as to any particular underwriter, broker-dealer or
agent may be in excess of those customary in the types of transactions involved.
The Class A common stock may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at prices related to
such prevailing market prices, at varying prices determined at the time of sale,
or at negotiated prices. The Class A common stock may be sold by one or more of,
or a combination of, the following:
. a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
. purchases by a broker-dealer as principal and resale by such broker-
dealer for its account pursuant to this prospectus;
. an exchange distribution in accordance with the rules of such
exchange;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
. in privately negotiated transactions.
In connection with the sale of the Class A common stock, the selling
shareholders may enter into hedging transactions with broker-dealers or other
financial institutions which may in turn engage in short sales of the Class A
common stock and deliver these securities to close out such short positions, or
loan or pledge the Class A common stock to broker-dealers that in turn may sell
these securities.
The aggregate proceeds to the selling shareholders from the sale of the
Class A common stock offered by them hereby will be the purchase price of such
Class A common stock less discounts and commissions, if any. Each of the selling
shareholders reserves the right to accept and, together with their agents from
time to time, to reject, in whole or in part, any proposed purchase of Class A
common stock to be made directly or through agents. We will not receive any of
the proceeds from this offering.
Our Class A common stock is listed for trading on the Nasdaq National
Market.
In order to comply with the securities laws of some states, if applicable,
the Class A common stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the Class
A common stock may not be sold unless it has been registered or qualified for
sale in the applicable state or an exemption from registration or qualification
requirements is available and is complied with.
The selling shareholders and any underwriters, broker-dealers or agents
that participate in the
14
<PAGE>
sale of the Class A common stock, may be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting
discounts and commissions under the Securities Act of 1933. Selling shareholders
who are "underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933 will be subject to the prospectus delivery requirements of the
Securities Act of 1933. The selling shareholders have acknowledged that they
understand their obligations to comply with the provisions of the Securities
Exchange Act of 1934 and the rules thereunder relating to stock manipulation,
particularly Regulation M, and have agreed that they will not engage in any
transaction in violation of such provision.
In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus. A selling shareholder may not sell any
Class A common stock described herein and may not transfer, devise or gift such
securities by other means not described in this prospectus.
To the extent required, the specific Class A common stock to be sold, the
names of the selling shareholders, the respective purchase prices and public
offering prices, the names of any agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a post-
effective amendment to the registration statement of which this prospectus is a
part.
We have agreed to indemnify the selling shareholders against some important
liabilities, including liabilities under the Securities Act, or to contribute to
any payments these selling shareholders may be required to make in respect of
these liabilities. All expenses of registration of the shares which may be
offered through this prospectus will be paid by us (other than underwriting
discounts and selling commissions, and fees and expenses of advisors to the
selling shareholders).
Legal Matters
Certain legal matters relating to the offering 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 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.
15
<PAGE>
868,685 Shares
SBA COMMUNICATIONS CORPORATION
CLASS A COMMON STOCK
____________________
PROSPECTUS
____________________
____________, 2000
<PAGE>
PART II
Information Not Required in Prospectus
ITEM 14. Other Expenses of Issuance and Distribution
The following table sets forth an estimate of the fees and expenses in
connection with the issuance and distribution of the securities being registered
hereunder. All such fees and expenses shall be borne by the undersigned company
(the "Company").
Commission Registration Fee $ 11,230
Legal Fees and Expenses.................................... 20,000
Accounting Fees and Expenses............................... 10,000
Printing, Engraving and Mailing Expenses................... 40,000
Miscellaneous.............................................. 5,000
==========
Total...................................................... $ 86,230
==========
ITEM 15. 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
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 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 the 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,
II-1
<PAGE>
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 16. Exhibits
Exhibit Description
Number
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A.*
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).
* To be filed with a Current Report on Form 8-k or a Post-Effective Amendment to
the registration statement.
II-2
<PAGE>
ITEM 17. Undertakings
(a) The 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 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 percent 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 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.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
of 1933 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
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 of 1933 and will be
governed by the final adjudication of such issue.
(d) The Registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall
be deemed to be part of this registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus 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.
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 July 11, 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-3 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.
--------------
II-5
<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 July 11, 2000
-----------------------
Steven E. Bernstein
/s/ Jeffrey A. Stoops President and Director July 11, 2000
-----------------------
Jeffrey A. Stoops
/s/ John Marino Chief Financial Officer July 11, 2000
-----------------------
John Marino
/s/ Pamela J. Kline Chief Accounting Officer July 11, 2000
-----------------------
Pamela J. Kline
/s/ Donald B. Hebb, Jr. Director July 11, 2000
-----------------------
Donald B. Hebb, Jr.
/s/ C. Kevin Landry Director July 11, 2000
-----------------------
C. Kevin Landry
/s/ Richard W. Miller Director July 11, 2000
-----------------------
Richard W. Miller
/s/ Robert S. Picow Director July 11, 2000
-----------------------
Robert S. Picow
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Description
Number
23.1 Consent of Arthur Andersen LLP.
II-7
