<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 27, 2000
SBA COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Florida 000-30110 65-0716501
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Town Center Road, Third Floor
Boca Raton, Florida 33486
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (561) 995-7670
N/A
(Former Name or Former Address; if Changed Since Last Report)
<PAGE>
Item 5. Other Events
On July 27, 2000, SBA Communications Corporation, a Florida
corporation (the "Company"), entered into an underwriting agreement (the
"Underwriting Agreement") by and among the Company, SBA Telecommunications, Inc.
(the "Principal Subsidiary"), Lehman Brothers Inc., Deutsche Bank Securities
Inc., Credit Suisse First Boston Corporation, Raymond James & Associates, Inc.,
Salomon Smith Barney Inc. and Fidelity Capital Markets, a division of National
Financial Services Corporation, as representatives of the several underwriters,
relating to the public offering of up to 5,750,000 shares of the Company's Class
A common stock, $0.01 par value per share. The shares are being issued pursuant
to the Company's shelf registration statement (No. 333-41308) (the "Registration
Statement") which became effective on July 18, 2000, and as amended by Post-
Effective Amendment No. 1 filed on July 24, 2000 with the Securities and
Exchange Commission, which became effective on July 25, 2000. The Underwriting
Agreement and the opinion of Akerman, Senterfitt & Eidson, P.A. relating to the
legality of the Class A Common Stock issued and sold in the offering are
included as Exhibits 1.1 and 5.1 to this Form 8-K and are hereby incorporated by
reference into the Registration Statement.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement dated July 27, 2000 by and among the
Company, the Principal Subsidiary, Lehman Brothers Inc., Deutsche Bank
Securities Inc., Credit Suisse First Boston Corporation, Raymond James &
Associates, Inc., Salomon Smith Barney Inc. and Fidelity Capital Markets, a
division of National Financial Services Corporation, as representatives of the
several underwriters.
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the legality
of the Class A Common Stock registered.
23.2 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1).
2
<PAGE>
SIGNATURE
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 hereunto duly authorized.
SBA COMMUNICATIONS CORPORATION
By: /s/ Jeffrey A. Stoops
----------------------------------
Jeffrey A. Stoops, President
August 4, 2000
3
<PAGE>
EXHIBIT INDEX
Exhibit
-------
1.1 Underwriting Agreement dated July 27, 2000 by and among the Company, the
Principal Subsidiary, Lehman Brothers Inc., Deutsche Bank Securities Inc.,
Credit Suise First Boston Corporation, Raymond James & Associates, Inc.,
Salomon Smith Barney Inc. and Fidelity Capital Markets, a division of
National Financial Services Corporation, as representatives of the several
underwriters.
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the legality of the
Class A Common Stock registered.
4