As filed with the Securities and Exchange Commission on August 15, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
EMPLOYEE STOCK PURCHASE 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, 1,000,000 $21.87 $21,875,000 $5,775.00
$.01 Par Value
----------------------- --------------------- ----------------------- -------------------- ----------------------
</TABLE>
(*) In addition, pursuant to Rule 416(a) under the Securities Act of 1933 (the
"Act"), 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. Pursuant to Rule 416(c) under the Act, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
(**) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in the instructions to Part I
of Form S-8 will be sent or given to employees participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
SpectraSite Holdings, Inc. (the "Company") hereby incorporates, or will be
deemed to have incorporated, herein by reference the following documents:
(1) The Company's 10-K (File No. 000-27217) for the period ended December
31, 1999.
(2) The Company's Form 10-Q (File No. 000-27217) for the period ended
March 31, 2000.
(3) The description of the Company's Class A Common Stock contained in
the Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description.
(4) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors
Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL"), provides that a corporation (in its original certificate
of incorporation or an amendment thereto) may eliminate or limit the personal
liability of a director (or certain persons who, pursuant to the provisions of
the certificate of incorporation, exercise or perform duties conferred or
imposed upon directors by the DGCL) to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provisions shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
the director derived an improper personal benefit. The Registrant's Certificate
of Incorporation, as amended, limits the liability of directors thereof to the
extent permitted by Section 102(b)(7) of the DGCL.
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<PAGE>
Under Section 145 of the DGCL, in general, a corporation may indemnify
its directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons only if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
In addition, the SpectraSite Holdings, Inc. Employee Stock Purchase
Plan (the "Plan") provides for the indemnification of employees, officers and
directors to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated against any cost or
reasonable expense (including attorney fees) or liability arising out of any act
or omission to act in connection with the Plan, unless arising out of such
person's fraud or bad faith.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Page
-------------- ---------------------- ----
<S> <C> <C>
5 Opinion of Dow, Lohnes & Albertson, PLLC 7
23.1 Consent of Ernst & Young LLP 9
23.2 Consent of Dow, Lohnes & Albertson (contained in their opinion in 7
Exhibit 5)
</TABLE>
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 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;
(2) that, for the purpose of determining any liability under
the Securities Act, 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, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
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<PAGE>
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 and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 day 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/ Calvin J. Payne Executive Vice President August 8, 2000
---------------------------- and Director
Calvin J. Payne
--------------------------- Director August __, 2000
Michael R. Stone
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
administrators have 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 day of August, 2000.
SPECTRASITE HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Thomas E. McInerney
-------------------------
Member of the Compensation Committee
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