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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 January 10, 2000
SBA COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Florida 333-50219 65-0716501
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(State or other jurisdiction of incorporation or organization) Commission File Number (I.R.S. Employer 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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Item 2 Other Events
SBA Communications Corporation announced today that it has
filed a registration statement with the Securities and
Exchange Commission to register $100.0 million of its shares
of Class A Common Stock that will be offered by SBA. The
registration statement also covers up to 15% of additional
shares that may be offered by certain shareholders to cover
any over-allotments.
Net proceeds from the offering will be used by the Company to
repay revolving credit borrowings under its senior credit
facility, to finance the construction and acquisition of
towers or related businesses and for general working capital
purposes. The Company will not receive the proceeds from any
sale of shares by the selling shareholders.
The offering is underwritten by Lehman Brothers, Deutsche Banc
Alex.Brown and Raymond James & Associates, Inc.
This registration statement has been filed with the Securities
and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This communication shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state.
Copies of a preliminary prospectus for the offering may be
obtained from the Prospectus Department of Lehman Brothers.
The Company also intends to file in the next few days a shelf
registration statement on Form S-4 registering 1,000,000
shares of Class A common stock which may be issued by the
Company in connection with the acquisition of towers or
related businesses at various locations throughout the United
States.
Item 7 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated January 6, 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.
January 10, 2000 /s/ Jeffrey A. Stoops
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Jeffrey A. Stoops
Chief Financial Officer
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[LOGO APPEARS HERE]
NEWS
For additional information:
Jeffrey A. Stoops
Chief Financial Officer
(561) 995-7670
FOR IMMEDIATE RELEASE
SBA FILES REGISTRATION STATEMENT FOR ADDITIONAL SHARES OF COMMON STOCK
BOCA RATON, FLORIDA, January 6, 2000 (NASDAQ: SBAC) - SBA Communications
Corporation announced today that it has filed a registration statement with the
Securities and Exchange Commission to register $100.0 million of its shares of
Class A Common Stock that will be offered by SBA. The registration statement
also covers up to 15% of additional shares that may be offered by certain
shareholders to cover any over-allotments.
Net proceeds from the offering will be used by the Company to repay revolving
credit borrowings under its senior credit facility, to finance the construction
and acquisition of towers or related businesses and for general working capital
purposes. The Company will not receive the proceeds from any sale of shares by
the selling shareholders.
The offering is underwritten by Lehman Brothers, Deutsche Banc Alex.Brown and
Raymond James & Associates, Inc.
This registration statement has been filed with the Securities and Exchange
Commission but has not yet become effective. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This communication shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such state.
Copies of a preliminary prospectus for the offering may be obtained from the
Prospectus Department of Lehman Brothers.
The Company also intends to file in the next few days a shelf registration
statement on Form S-4 registering 1,000,000 shares of Class A common stock which
may be issued by the Company in connection with the acquisition of towers or
related businesses at various locations throughout the United States.
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.
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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
my 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 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 on January 6, 2000, and the Company's other securities filings.
For further information, please contact: Jeffrey A. Stoops, Chief Financial
Officer, at 561-995-7670.
