SBA COMMUNICATIONS CORP
8-K, 2000-02-04
CONSTRUCTION - SPECIAL TRADE CONTRACTORS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.



                         Date of Report February 4, 2000


                         SBA COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>

                Florida                                333-50219                                       65-0716501
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    (State or other jurisdiction of                Commission File Number                           (I.R.S. Employer
    incorporation or organization)                                                                  Identification No.)




                One Town Center Road, Boca Raton, Florida                                                  33486
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                 (Address of principal executive offices)                                               (Zip code)


                                 (561) 995-7670
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              (Registrant's telephone number, including area code)
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</TABLE>
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Item 2            Other Events


                  SBA Communications Corporation announced that the underwriters
                  of its recent  offering of 9,000,000  shares of Class A Common
                  Stock have exercised their  over-allotment  option to purchase
                  1,350,000  shares of SBA's Class A common  stock from  certain
                  stockholders.  The Company will not receive the proceeds  from
                  any sale of shares by the selling shareholders.


                  The offering was  underwritten by Lehman  Brothers,  Deutsche
                  Banc Alex.  Brown,  Salomon Smith Barney Inc.,  Raymond  James
                  &  Associates,  Inc. and Fidelity  Capital  Markets,  a
                  division of National  Financial  Services  Corporation.
                  Copies of a prospectus for the offering may be obtained from
                  the Prospectus Department of Lehman Brothers.


Item 7            Financial Statements and Exhibits

                  (c)      Exhibits

99.1              Press release dated February 3, 2000
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                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




February 4, 2000                               /s/  Jeffrey A. Stoops
                                               ----------------------
                                                    Jeffrey A. Stoops
                                                    Chief Financial Officer

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                                [SBA LOGO]

                                      NEWS

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

                              FOR IMMEDIATE RELEASE

        SBA ANNOUNCES EXERCISE OF UNDERWRITERS' OVER-ALLOTMENT OPTION FOR
                    1,350,000 SHARES OF CLASS A COMMON STOCK

BOCA  RATON,  FLORIDA,  February  3, 2000  (NASDAQ:  SBAC) - SBA  Communications
Corporation  announced that the underwriters of its recent offering of 9,000,000
shares of Class A Common Stock have  exercised  their  over-allotment  option to
purchase   1,350,000   shares  of  SBA's  Class  A  common  stock  from  certain
stockholders.  The Company will not receive the proceeds from any sale of shares
by the selling shareholders.

The offering was  underwritten by Lehman  Brothers,  Deutsche Banc Alex.  Brown,
Salomon Smith Barney Inc., Raymond James & Associates, Inc. and Fidelity Capital
Markets,  a division of National  Financial  Services  Corporation.  Copies of a
prospectus  for the offering may be obtained from the  Prospectus  Department of
Lehman Brothers.

SBA is a leading  independent  owner and  operator  of  wireless  communications
infrastructure in the United States.  SBA's primary focus is the construction of
new towers and acquisition of existing towers for its own account.  Since it was
founded in 1989, SBA has  participated in the development of over 13,000 antenna
sites in the United States.

Information Concerning Forward-Looking Statements

Some  information  in this  release is  forward-looking.  These  forward-looking
statements  may be  affected  by the risks and  uncertainties  in the  Company's
business.  The Company wishes to caution readers that certain  important factors
may have affected and could in the future affect the  Company's  actual  results
and could cause the Company's  actual results for  subsequent  periods to differ
materially from those expressed in any  forward-looking  statement made by or on
behalf of the  Company.  Such factors  include,  but are not limited to, (1) our
ability to secure as many site  leasing  tenants as planned;  (2) our ability to
expand our site leasing business and our site
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development business;  (3) 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;  (4) our ability to identify and acquire
new towers, including our capability to timely complete due diligence and obtain
third  party  consents;  (5) our  ability  to retain  current  lessees  on newly
acquired  towers;  (6) our  ability  to  realize  economies  of scale  for newly
acquired  towers;  (7)  the  continued  dependence  on  towers  by the  wireless
communications  industry;  (8) our ability to compete  effectively for new tower
opportunities in light of increasing  competition;  and (9) our ability to raise
substantial  additional  financing  to expand our tower  holdings.  The  Company
undertakes no obligation to update forward-looking  statements to reflect events
or circumstances after the date hereof.  Information concerning the factors that
could cause actual  results to differ  materially  from those  expectations  and
estimates  are   contained  in  the  Risk  Factors   section  of  the  Company's
Registration  Statement on Form S-3, filed with the SEC in connection  with this
offering,  and the Company's other securities filings.

For  further  information,  please  contact  Jeffrey A. Stoops,  Chief Financial
Officer, at 561-995-7670.


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