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
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 65-0723837
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500
(Address of Principal Executive Offices including zip code)
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American Tower Corporation 2000 Employee Stock Purchase Plan
American Tower Retirement Savings Plan
(Full titles of the plan)
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Steven B. Dodge
Chairman of the Board of
Directors and Chief Executive Officer
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
(617) 375-7500
(Name, address and telephone number of Agent For Service)
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Copy to:
Norman A. Bikales, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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If, as a result of stock splits, stock dividends or similar transactions, the
number of securities purported to be registered on this Registration Statement
changes, the provisions of Rule 416 shall apply to this Registration Statement.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Amount of
to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
American Tower
Corporation 2000
Employee Stock
Purchase Plan:
Class A Common Stock, par
value $.01 per share 5,000,000 $43.53125 $217,656,250 $57,461.25
Plan Participation
Interests (2) (2) (2) (2)
American Tower
Retirement Savings Plan:
Class A Common Stock, par
value $.01 per share 2,000,000 $43.53125 $87,062,500 $22,984.50
Plan Participation
Interests (2) (2) (2) (2)
Grand Total: $304,718,750 $80,445.75
<FN>
(1) The proposed maximum offering price per share and the proposed maximum aggregate offering price have
been estimated solely for purpose of calculating the amount of the registration fee in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the
high and low prices of the Class A Common Stock on the New York Stock Exchange on July 7, 2000.
(2) Pursuant to Rule 416(c), an indeterminate number of participation interests in the Plan are being
registered. Pursuant to Rule 457(h)(2), no additional filing fee is required with respect to the
participation interests in the Plan.
</FN>
</TABLE>
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information; Item 2. Registrant Information and Employee Plan
Annual Information.
The documents containing the information required by these items will
be given to employees participating in the American Tower Corporation 2000
Employee Stock Purchase Plan and the American Tower Retirement Savings Plan
(collectively, the "Plans") and are not required to be filed with the Securities
and Exchange Commission as part of the registration statement or as an exhibit
thereto.
Employees participating in the Plans may obtain, without charge, a copy
of the Plans or the documents set forth in Item 3, below, by request to Ms. Anne
Alter, Director of Investor Relations, American Tower Corporation, 116
Huntington Avenue, Boston, Massachusetts 02116 ((617) 375-7500).
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by American Tower
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in and made a part of this
registration statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(c) The Company's Current Reports on Form 8-K dated January 28,
2000, January 31, 2000, February 9, 2000, February 24, 2000,
March 14, 2000, March 30, 2000, April 13, 2000, May 15, 2000,
May 23, 2000, June 12, 2000, June 23, 2000 and June 29, 2000;
and
(d) The description of the Common Stock contained in the Company's
registration statement on Form 8-A filed on June 4, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
herein, or in any subsequently filed document which also is or is deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. As of June 1, 2000,
Norman A. Bikales, a member of the firm of Sullivan & Worcester LLP, owned
11,000 shares of our Class A common stock and 41,490 shares of Class B common
stock and had options to purchase 20,000 shares of Class A common stock at
$10.00 per share and 25,000 shares of Class A common stock at $23.813 per share.
Mr. Bikales and other partners and associates of that firm serve as secretary or
assistant secretaries for us and certain of our subsidiaries.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company may and, in
certain cases, must be indemnified by the Company against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in a non-derivative action,
which involves a criminal proceeding, in which such person had no reasonable
cause to believe his conduct was unlawful. This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to the Company, unless upon court order it
is determined that, despite such adjudication of liability, but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.
Article XII of the Company's By-Laws provide that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.
Article Sixth of the Company's Restated Certificate provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for (1) breach of the director's duty of loyalty to the Company or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (3) liability under Section
174 of the DGCL relating to certain unlawful dividends and stock repurchases, or
(4) any transaction from which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Sullivan & Worcester LLP.*
23.1 Consent of Sullivan & Worcester LLP (contained in
the opinion of Sullivan & Worcester LLP filed
herewith as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.*
23.3 Consent of KPMG LLP.*
23.4 Consent of KPMG LLP.*
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
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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 and 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 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 Section 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 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; and
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(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 that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on this 12th
day of July, 2000.
AMERICAN TOWER CORPORATION
By: /s/ Steven B. Dodge
Steven B. Dodge
Chairman of the Board, President and
Chief Executive Officer
The undersigned Officers and Directors of the Company hereby severally
constitute Steven B. Dodge, Joseph L. Winn and Jonathan R. Black, and each of
them acting singly, our true and lawful attorneys to sign for us and in our
names in the capacities indicated below any amendments to this registration
statement on Form S-8 (including any post-effective amendments hereto) and to
file the same, with Exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys, acting
singly, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming our signatures to said amendments to this registration statement
signed by our said attorneys and all else that said attorneys may lawfully do
and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Company in the capacities indicated on the 12th day of July, 2000.
Signatures Title
/s/ Steven B. Dodge
Steven B. Dodge Chairman, President and Chief Executive Officer
/s/ Alan L. Box
Alan L. Box Executive Vice President and Director
/s/ Joseph L. Winn
Joseph L. Winn Chief Financial Officer and Treasurer
/s/ Justin D. Benincasa
Justin D. Benincasa Vice President and Corporate Controller
/s/ Arnold L. Chavkin
Arnold L. Chavkin Director
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/s/ Dean H. Eisner
Dean H. Eisner Director
/s/ Jack D. Furst
Jack D. Furst Director
/s/ J. Michael Gearon, Jr.
J. Michael Gearon, Jr. Executive Vice President and Director
Fred R. Lummis Director
Randall T. Mays Director
Thomas H. Stoner Director
/s/ Maggie Wilderotter
Maggie Wilderotter Director
