SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
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SPECTRASITE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 56-2027322
(State of Incorporation or Organization) (IRS Employer Identification)
100 REGENCY FOREST DRIVE, SUITE 400
CARY, NORTH CAROLINA 27511
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name Of Each Exchange on Which
To Be So Registered Each Class Is To Be Registered
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NONE. NONE.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
This registration statement contains a total of six pages.
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ITEM 1. DESCRIPTION OF CAPITAL STOCK
The following is a summary of the material terms and provisions of
SpectraSite's capital stock. SpectraSite's second amended and restated
certificate of incorporation authorizes the issuance of 340,000,000 shares of
capital stock, divided into 300,000,000 shares of common stock, $0.001 par value
per share, and 40,000,000 shares of preferred stock, $0.001 par value per share.
As of September 30, 2000, there were 138,075,309 shares of common stock
outstanding. In addition:
o 1,000,000 shares of common stock are reserved for issuance under our
employee stock purchase plan;
o 8,938,851 shares of common stock, as of September 30, 2000, were
reserved for issuance upon exercise of stock options available for
future grant under the stock incentive plan;
o 9,473,542 shares of common stock, as of September 30, 2000 were
reserved for issuance upon exercise of stock options granted under the
stock incentive plan;
o 9,275,362 share of common stock are reserved for issuance upon
conversion of the 6 3/4% senior convertible notes due 2010; and
o 1,500,000 shares of common stock are reserved for issuance upon
exercise of warrants held by Trimaran Fund II, L.L.C. and certain
other investors participating in the Trimaran investment program.
Common Stock
SpectraSite has two classes of authorized common stock which are identical
in all respects except that one class is non-voting. If a SpectraSite
stockholder is deemed a regulated entity under the Bank Holding Company Act of
1956, as amended, its shares of common stock over 5% of the total issued and
outstanding common stock will become non-voting until transferred to a
non-regulated entity. The voting common stock is entitled to one vote per share.
All outstanding shares of common stock are validly issued, fully paid and
nonassessable. The common stock holders have no preemptive rights, cumulative
rights, subscription, redemption, sinking fund or conversion rights and
preferences. The common stock holders will be entitled to receive such dividends
as the board of directors may declare out of funds legally available for that
purpose.
Preferred Stock
SpectraSite has 40,000,000 authorized, but unissued, shares of preferred
stock, $0.001 par value per share. Although the rights and designations of the
preferred stock are currently undefined, SpectraSite's board of directors is
authorized to establish the voting, dividend, redemption, conversion,
liquidation and other relative rights by a resolution or resolutions at any time
and from time to time.
In establishing the terms of a series of preferred stock, the board of
directors is authorized to set, among other things:
o the number of shares;
o the dividend rate and preferences;
o the cumulative or non-cumulative nature of dividends;
o the redemption provisions;
o the sinking fund provisions;
o the conversion rights;
o the amounts payable and preferences in the event of the voluntary or
involuntary liquidation of
SpectraSite; and
o the voting rights,
in addition to those required by law. Such terms could include provisions
prohibiting the payment of common stock dividends or purchases by SpectraSite of
common stock in the event dividends or sinking fund payments on the
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preferred stock were in arrears. In the event of liquidation, the holders of
preferred stock of each series might be entitled to receive an amount specified
for such series by the board of directors before any payment could be made to
the holders of common stock.
Any of the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of any such series of preferred
stock may be made dependent upon facts ascertainable outside of the resolution
or resolutions providing for the issue of such preferred stock adopted by the
board of directors. The manner in which such facts shall operate upon the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions of such series of preferred stock must be clearly and expressly set
forth in the resolution or resolutions providing for the issuance of such
preferred stock.
Shares of preferred stock of any series that have been redeemed or that if
convertible or exchangeable, have been converted into or exchanged for shares of
any other class or classes shall have the status of authorized and unissued
shares of preferred stock of the same series and may be reissued as a part of
the series of which they were originally a part or may be reclassified and
reissued as part of a new series of shares of preferred stock to be created by
resolution or resolutions of the board of directors or as part of any other
series of shares of preferred stock, all subject to the conditions or
restrictions on issuance set forth in the resolution or resolutions adopted by
the board providing for the issue of any series of shares of preferred stock.
Delaware Law Anti-Takeover Law
Section 203 of the Delaware General Corporation Law prohibits SpectraSite
from engaging in a "business combination" with an "interested stockholder." This
restriction applies for three years after the date of the transaction in which
the person became an interested stockholder, unless the business combination is
approved in a prescribed manner. A "business combination" includes (1) mergers,
(2) asset sales and (3) other transactions resulting in a financial benefit to
an interested stockholder. Generally, an "interested stockholder" is a person
who, together with affiliates and associates, owns, or within three years did
own, 15% or more of SpectraSite's' voting stock. Section 203 could delay, defer
or prevent a change in control of SpectraSite. It might also reduce the price
that investors might be willing to pay in the future for shares of common stock.
Limitation of Liability and Indemnification Matters
The second amended and restated certificate of incorporation provides that
directors of SpectraSite will not be personally liable to SpectraSite or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability:
(1) for any breach of the director's duty of loyalty to
SpectraSite or its stockholders;
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(3) under a provision of Delaware law relating to unlawful
payment of dividends or unlawful stock purchases or
redemptions of stock; or
(4) for any transaction from which the director derives an
improper personal benefit.
As a result of this provision, SpectraSite and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.
Our amended bylaws provide for the indemnification of directors, officers,
employees and agents and any person who is or was serving at the request of
SpectraSite as a director, officer, partner, trustee, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise and any person who was or is serving at the request of SpectraSite as
a trustee or administrator under an employee benefit plan to the fullest extent
authorized by, and subject to, the conditions set forth, in the Delaware General
Corporation Law, against all expenses and liabilities. The indemnification
provided under our amended bylaws includes the right to be paid by SpectraSite
the expenses in advance of any proceeding for which indemnification may be had
in advance of its final disposition.
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Transfer Agent and Registrar
The transfer agent and registrar for our common stock is BankBoston,
N.A.
ITEM 2. EXHIBITS.
3.1 Second Amended and Restated Certificate of Incorporation of
SpectraSite Holdings, Inc.
3.2 Amended Bylaws of SpectraSite Holdings, Inc. (incorporated by
reference to exhibit 3.8 of the SpectraSite's Form S-1
Registration Statement, No. 333-93873).
4.1 Indenture, dated as of June 26, 1998, between the Registrant
and United States Trust Company of New York, as trustee.
Incorporated by reference to the corresponding exhibit to the
registration statement on Form S-4 of the Registrant, file no.
333-67043.
4.2 First Supplemental Indenture, dated as of March 25, 1999,
between the Registrant and United States Trust Company of New
York, as trustee. Incorporated by reference to the
corresponding exhibit to the registration statement on Form
S-4 of the Registrant, file no. 333-67043.
4.3 Second Supplemental Indenture, dated as of June 6, 2000,
between the Registrant and United States Trust Company of New
York, as trustee. Incorporated by reference to exhibit no. 4.1
of the Registrant's report on Form 8-K, dated June 6, 2000 and
filed June 21, 2000.
4.4 Indenture, dated as of April 20, 1999, between the Registrant
and United States Trust Company of New York, as trustee.
Incorporated by reference to exhibit no. 4.3 to the
registration statement on Form S-4 of the Registrant, file no.
333-67043.
4.5 Indenture, dated as of March 15, 2000, between the Registrant
and United States Trust Company of New York, as trustee. (10
3/4% senior notes) Incorporated by reference to exhibit no.
4.4 of the registration statement on Form S-4 of the
Registrant, file no. 333-35094.
4.6 Indenture, dated as of March 15, 2000, between the Registrant
and United States Trust Company of New York, as trustee. (12
7/8% senior notes) Incorporated by reference to exhibit no.
4.5 of the Registrant's registration statement on Form S-4,
file no. 333-35094.
4.7 Indenture, dated as of November 20, 2000, between SpectraSite
Holdings, Inc. and United States Trust Company of New York, as
trustee. Incorporated by reference to exhibit 4.1 of the
Registrant's report on Form 8-K, dated November 20, 2000 and
filed November 22, 2000.
4.8 Second Amended and Restated Registration Rights Agreement,
dated as of April 20, 1999. Incorporated by reference to
exhibit no. 10.5 to the registration statement on Form S-4 of
the Registrant, file no. 333-67043.
4.9 Joinder Agreement to SpectraSite Restated Registration Rights
Agreement, dated January 5, 2000. Incorporated by reference
to exhibit no. 10.36 to the Registrant's registration
statement on Form S-1, file no. 333-93873.
4.10 Consent and Agreement to SBCW Registration Rights Amendment
to Existing Registration Rights Agreement.
4.11 Registration Rights Agreement, dated as of November 20, 2000,
among SpectraSite Holdings, Inc. and Trimaran Fund II, L.L.C.,
Trimaran Capital, L.L.C., Trimaran Parallel Fund II, L.P.,
CIBC Employee Private Equity Fund (Trimaran) Partners and CIBC
World Markets Ireland Limited. Incorporated by reference to
exhibit 4.4 of the Registrant's report on Form 8-K, dated
November 20, 2000 and filed November 22, 2000.
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4.12 Third Amended and Restated Stockholders' Agreement, dated as
of April 20, 1999. Incorporated by reference to exhibit no.
10.6 to the registration statement on Form S-4 of the
Registrant, file no. 333-67043.
4.13 Amendment No. 1 to the Third Amended and Restated
Stockholders' Agreement, dated as of November 20, 2000.
Incorporated by reference to exhibit 4.6 of the Registrant's
report on Form 8-K, dated November 20, 2000 and filed November
22, 2000.
4.14 Warrant Agreement, dated as of November 20, 2000, between
SpectraSite Holdings, Inc. and First Union National Bank, as
Warrant Agent. Incorporated by reference to exhibit 4.5 of the
Registrant's report on Form 8-K, dated November 20, 2000 and
filed November 22, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amended registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
SPECTRASITE HOLDINGS, INC.
DATE: December 11, 2000 BY:/s/ David P. Tomick
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David P. Tomick
Chief Financial Officer
