As filed with the Securities and Exchange Commission on August 15, 2000
Registration No. 333-86291
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 To
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SpectraSite Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 56-2027322
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Regency Forest Drive Suite 400 27511
Cary, North Carolina (Zip Code)
(Address of Principal Executive Offices)
SPECTRASITE HOLDINGS, INC.
STOCK INCENTIVE PLAN
(Full title of plan)
DOW, LOHNES & ALBERTSON
Counsel
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036
(Name and Address of agent for service)
Telephone number of agent for service:
(202) 776-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------ --------------------- ------------------------ --------------------- -----------------------
Title Of Security Amount Being Proposed Maximum Proposed Maximum Amount Of
Being Registered Registered* Offering Price Per Aggregate Offering Registration Fee
Share(**) Price(**)
------------------------ --------------------- ------------------------ --------------------- -----------------------
------------------------ --------------------- ------------------------ --------------------- -----------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 10,000,000 $21.87 $218,750,000 $57,750.00
$.01 Par Value
------------------------ --------------------- ------------------------ --------------------- -----------------------
</TABLE>
(*) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional
shares which may be offered and issued in accordance with the Plan terms to
prevent dilution from stock splits, stock dividends or similar
transactions.
(**) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) under the Securities Act of 1933.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (the "Registration Statement")
is being filed pursuant to General Instruction E to Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act") to register additional
shares of the Registrant's common stock issuable pursuant to the Spectrasite,
Holdings Inc. Stock Incentive Plan (the "Plan"). Unless otherwise noted herein,
this Registration Statement incorporates by reference the contents of the
Registrant's registration statement on Form S-8 (File No. 33386291), and all
exhibits thereto, relating to the Plan, which was previously filed with the
Securities and Exchange Commission on August 31, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Page
-------------- ---------------------- ----
<S> <C> <C>
5 Opinion of Dow, Lohnes & Albertson, PLLC 5
23.1 Consent of Ernst & Young LLP 7
23.2 Consent of Dow, Lohnes & Albertson
(contained in their opinion in Exhibit 5) 5
</TABLE>
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 Cary, State of North Carolina on the 7th of July,
2000.
SPECTRASITE HOLDINGS, INC.
By: /s/ Stephen H. Clark
-------------------------
Stephen H. Clark
President, Chief Executive
Officer and Director
SpectraSite Holdings, Inc., a Delaware corporation, and each person whose
signature appears below constitutes and appoints Stephen H. Clark and David P.
Tomick, and either of them, with full power to act without the others, such
person's true and lawful attorneys-in-fact, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including, without limitation, post-effective amendments and any
subsequent registration statement filed pursuant to Rule 462(b) or Rule 462(b)
under the Securities Act of 1933, as amended), and other documents in
connection therewith, with the Securites and Exchange Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact, or either of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrators have duly caused this Registration Statement to be signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Stephen H. Clark President, Chief Executive July 7, 2000
-------------------- Officer and Director
Stephen H. Clark (Principal Executive Officer)
/s/ David P. Tomick Executive Vice President, July 7, 2000
------------------- Chief Financial Officer and
David P. Tomick Secretary (Principal Financial
Officer)
/s/ Daniel I. Hunt Vice President - Finance and July 7, 2000
------------------ Administration (Principal
Daniel I. Hunt Accounting Officer)
/s/ Lawrence B. Sorrel Chairman of the Board of July 7, 2000
---------------------- Directors
Lawrence B. Sorrel
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<PAGE>
/s/ Timothy M. Donahue Director August 7, 2000
----------------------
Timothy M. Donahue
/s/ Andrew R. Heyer Director August 11, 2000
-------------------
Andrew R. Heyer
----------------------- Director August __, 2000
James R. Matthews
/s/ Thomas E. McInerney Director August 7, 2000
-----------------------
Thomas E. McInerney
/s/ Michael J. Price Director August 8, 2000
--------------------
Michael J. Price
------------------------ Director August __, 2000
Rudolph E. Rupert
/s/ Steven M. Shindler Director August 7, 2000
----------------------
Steven M. Shindler
/s/ Cavlin J. Payne Executive Vice President August 8, 2000
-----------------------
Calvin J. Payne
----------------------- Director August __, 2000
Michael R. Stone
</TABLE>
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