SPECTRASITE HOLDINGS INC
8-A12G/A, 2000-07-28
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 8-A/A
                                (Amendment No. 1)

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934



                           SPECTRASITE HOLDINGS, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                      DELAWARE                             56-2027322
      --------------------------------------       ---------------------------
     (State of Incorporation or Organization)     (IRS Employer Identification)


                      8000 REGENCY FOREST DRIVE, SUITE 400
                           CARY, NORTH CAROLINA                  27511
                ---------------------------------------         --------
               (Address of Principal Executive Offices)        (Zip Code)

 If this form relates to the registration of a class of securities pursuant to
 Section 12(b) of the Exchange Act and is effective pursuant to General
 Instruction A.(c), check the following box. [_].

 If this form relates to the registration of a class of securities pursuant to
 Section 12(g) of the Exchange Act and is effective pursuant to General
 Instruction A.(d), check the following box. [X]

 Securities Act registration statement file number to which this form relates:
 333-41022

 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

       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 four pages.

<PAGE>
                                                                           2

Item 1.  Description of Securities to be Registered.

         A description  of the common stock,  par value $0.001,  of  SpectraSite
Holdings,  Inc.,  including the  information  required by Item 202 of Regulation
S-K, appears in the section captioned "Description of Common Stock" contained in
SpectraSite's  prospectus  filed  pursuant to Rule 424(b)(4) with the Securities
and  Exchange  Commission  on  July  26,  2000  with  respect  to its  Form  S-1
Registration  Statement (File No.  333-41022).  That description is incorporated
herein by reference.


Item 2.  Exhibits.

         3.1      Amended and Restated Certificate of Incorporation of
                  SpectraSite Holdings, Inc. (incorporated by reference to
                  exhibit 3.9 of the SpectraSite's Form S-4 Registration
                  Statement, No. 333-67043).

         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).

         3.3      Certificate   of   Amendment   to  the  Amended  and  Restated
                  Certificate of  Incorporation  of SpectraSite  Holdings,  Inc.
                  (incorporated   by   reference   to   exhibit   3.10   of  the
                  SpectraSite's  Form  8-K,  dated  September  2, 1999 and filed
                  September 17, 1999).

         4.1      Indenture,  dated as of June  26,  1998,  between  SpectraSite
                  Holdings, Inc. and United States Trust Company of New York, as
                  trustee  (incorporated  by  reference  to  exhibit  4.1 of the
                  SpectraSite's Form S-4 Registration Statement, No.
                  333-67043).

         4.2      First Supplemental Indenture, dated as of March 25, 1999
                  (incorporated by reference to exhibit 4.2 of the
                  SpectraSite's Form S-4 Registration Statement, No. 333-67043).

         4.3      Second Supplemental Indenture, dated as of June 6, 2000
                  (incorporated by reference to exhibit 4.1 of the SpectraSite's
                  Form 8-K, dated June 6, 2000 and file June 21, 2000).

         4.4      Indenture,  dated as of April 20,  1999,  between  SpectraSite
                  Holdings, Inc. and United States Trust Company of New York, as
                  trustee  (incorporated  by  reference  to  exhibit  4.3 of the
                  SpectraSite's Form S-4 Registration Statement, No.
                  333-67043).

         4.5      Indenture,  dated as of March 15,  2000,  between  SpectraSite
                  Holdings, Inc. and United States Trust Company of New York, as
                  trustee (10 3/4% notes)  (incorporated by reference to exhibit
                  4.4 of the SpectraSite's Form S-4 Registration Statement,  No.
                  333-35094).

<PAGE>
                                                                           3

         4.5      Indenture,  dated as of March 15,  2000,  between  SpectraSite
                  Holdings, Inc. and United States Trust Company of New York, as
                  trustee (12 7/8% notes)  (incorporated by reference to exhibit
                  4.4 of the SpectraSite's Form S-4 Registration Statement,  No.
                  333-35094).



         10.1     Credit  Agreement,  dated  April  20,  1999,  by and among the
                  SpectraSite Holding, Inc., SpectraSite  Communications,  Inc.,
                  CIBC Oppenheimer Corp., Credit Suisse First Boston Corporation
                  and  other  parties  thereto  (incorporated  by  reference  to
                  exhibit   10.1  of  the   SpectraSite's   original   Form  8-A
                  registration statement).






<PAGE>

                                                                           4

                                   SIGNATURES

         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:     July 28, 2000                              BY:/s/ David P. Tomick
                                                        -----------------------

                                                        David P. Tomick
                                                        Chief Financial Officer




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