SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SBA Communications Corporation
------------------------------
(Exact Name of Registrant as Specified in its Charter)
Florida 65-0716501
(State of Incorporation (IRS Employer
or Organization) Identification No.)
5900 Broken Sound Parkway NW
Boca Raton, FL 33487
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a class
class of securities pursuant to Section 12(b) of of securities pursuant to section 12(g) of the
the Exchange Act and is effective pursuant to Exchange Act and is effective pursuant to General
General Instruction A.(c), check the following Instruction A.(d), check the following box. [ ]
box. [X]
Securities Act registration statement file number to which this form relates:
Not applicable (if applicable)
--------------
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:
Class A Common Stock, The Nasdaq National Market
par value $0.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
_____________________________________________________
(Title of Class)
_____________________________________________________
(Title of Class)
Item 1. Description of Registrants Securities to be Registered.
Item 1 of our Form 8-A filed June 9, 1999 is hereby amended in its entirety
to update our Description of Capital Stock as follows:
Description of Capital Stock
Our authorized capital stock consists of 100,000,000 shares of Class A
Common Stock, par value $.01 per share, 8,100,000 shares of Class B Common
Stock, par value $.01 per share, and 30,000,000 shares of preferred stock, par
value $.01 per share. We currently have five designated series of preferred
stock consisting of 8,050,000 shares of 4% Series A Convertible Preferred Stock,
par value $.01 per share, 8,050,000 shares of 4% Series B Redeemable Preferred
Stock, par value $.01 per share, 4,472,272 shares of 4% Series C Convertible
Preferred Stock, par value $.01 per share, 4,472,272 shares of 4% Series D
Redeemable Preferred Stock, par value $.01 per share and 100,000 shares of
Series E Junior Participating Preferred Stock, par value $.01 per share. These
shares of preferred stock have been designated as to series and are available
for issuance from time to time in one or more series at the discretion of our
Board of Directors. In addition, our board of directors may designate
additional series of preferred stock, remove any series of preferred stock,
establish or modify the number of shares to be included in each such series, and
fix the designation, powers, preferences, rights, restrictions and limitations
of the shares of each such series of preferred stock without any further vote or
action by our shareholders. Any issuance of preferred stock could be used to
discourage, delay or make more difficult a change in control of SBA.
We have two classes of authorized common stock: Class A Common Stock and
Class B Common Stock. The Class A Common Stock has one vote per share. The Class
B Common Stock has ten votes per share. All outstanding shares of Class A Common
Stock and Class B Common Stock are validly issued, fully paid and non-
assessable. As of January 9, 2002, there were 217 record holders of the Class A
Common Stock and 2 record holders of the Class B Common Stock.
As of January 3, 2002, our outstanding capital stock consisted of
44,753,004 shares of Class A Common Stock and 5,455,595 shares of Class B Common
Stock. No other shares of any class or series were issued and outstanding as of
January 3, 2002. In addition, we have reserved (1) 3,725,480 shares of Class A
Common Stock issuable upon exercise of outstanding stock options, (2) 5,720,789
shares of Class A Common Stock issuable under our registration statements on
Form S-4 that we filed with the Commission on January 11, 2000, September 27,
2000 and October 12, 2001 respectively, as amended, (3) 4,159,375 shares of
Class A Common Stock that may be issued in the future under our 2001 Equity
Participation Plan, and (4) 419,371 shares of Class A Common Stock issuable
under our 1999 Employee Stock Purchase Plan.
Except as otherwise required by law or in our articles of incorporation,
owners of the Class A Common Stock and Class B Common Stock will vote together
as a single class on all matters, including the election of directors. Our
articles of incorporation provide for a separate class vote of each class of
common stock in the event of any amendment that alters the terms of the Class B
Common Stock. Pursuant to our articles of incorporation and by-laws, our Board
of Directors is classified into three classes of directors, denoted as Class I,
Class II and Class III. Messrs. Landry and Nielsen are Class I directors,
Messrs. Miller and Stoops are Class II directors, and Messrs. Bernstein and Hebb
are Class III directors.
1
Class A Common Stock
--------------------
Voting Rights
Each share of Class A Common Stock is entitled to one vote. Except as noted
above, and except as provided under the Florida Business Corporation Act, the
holders of shares of Class A Common Stock and Class B Common Stock vote together
as a single class on all matters on which shareholders are permitted or entitled
to vote.
Convertibility
There are no conversion provisions applicable to the Class A Common Stock.
Class B Common Stock
--------------------
Voting Rights
Each share of Class B Common Stock is entitled to ten votes for each share
on all matters presented to the shareholders. Except as provided under the
Florida Business Corporation Act, the holders of the shares of Class B Common
Stock and Class A Common Stock vote together as a single class on all matters on
which shareholders are permitted or entitled to vote.
Convertibility
Each outstanding share of Class B Common Stock may, at the option of the
holder thereof, at any time, be converted into one fully paid and non-assessable
share of Class A Common Stock. Each share of outstanding Class B Common Stock
converts into one fully paid and non-assessable share of Class A Common Stock
immediately upon transfer to any holder other than any one or more of the
following (an "Eligible Class B Shareholder"): (1) Steven E. Bernstein; (2)
other members of his immediate family or their lineal descendants; (3) spouses
of lineal descendants or lineal descendants of spouses, whether alive as of the
date of the articles of incorporation or born subsequently; (4) any trusts or
other estate planning vehicles for the benefit of any of the foregoing, whether
existing as of the date of the articles of incorporation or subsequently
created; or (5) any estate or tax planning vehicles on the part of Mr.
Bernstein. If the shares of Class B Common Stock held by Eligible Class B
Shareholders in the aggregate constitute 10% or less of the outstanding shares
of our common stock, or upon the death or mental incapacity of Steven E.
Bernstein, each share of Class B Common Stock shall immediately convert into one
fully paid and non-assessable share of Class A Common Stock. Each share of
outstanding Class B Common Stock which is held by any Eligible Class B
Shareholder will immediately convert into one share of Class A Common Stock at
the time that the holder is no longer an Eligible Class B Shareholder.
Provisions Applicable to both the Class A and Class B Common Stock
------------------------------------------------------------------
Dividends
Each share of Class A and Class B Common Stock is entitled to receive
dividends if, as and when declared by the Board of Directors out of funds
legally available for that purpose, subject to preferences that may apply to any
preferred stock that we may issue in the future. No dividends may be declared
and paid to holders of shares of one class of shares of common stock unless the
Board of Directors at the same time also declares and pays to the holders of the
other class of shares of common stock a per share dividend equal to the dividend
declared and paid to the holders of the first class of shares of common stock.
2
Liquidation Rights
In the event of our dissolution or liquidation, after satisfaction of all
our debts and liabilities and distributions to the holders of any preferred
stock that we may issue in the future, if any, of amounts to which they are
preferentially entitled, holders of one class of shares of common stock will be
entitled to share ratably with holders of the other class of shares of common
stock in the distribution of assets to the shareholders.
Other Provisions
There are no cumulative, subscription or preemptive rights to subscribe for
any additional securities which we may issue, and there are no redemption
provisions or sinking fund provisions applicable to the Class A and Class B
Common Stock.
The rights and preferences of holders of both classes of common stock are
subject to the rights of any series of preferred stock which we may issue in the
future.
Registration Rights
-------------------
Each of Messrs. Bernstein and Stoops has certain rights to have his shares
of common stock registered under the Securities Act. Mr. Bernstein has the
right to have all shares of Class A Common Stock issuable upon conversion of his
shares of Class B Common Stock registered under the Securities Act. Mr. Stoops
has the right to have 1,144,863 shares of Class A Common Stock registered under
the Securities Act. If at any time, Mr. Bernstein or Mr. Stoops, individually
or as a group, request that we file a registration statement on Form S-3 for
these shares, we will use our best efforts to cause these shares to be
registered subject to certain cut-back provisions; provided, however, that we
may delay any demand registration for a period of up to three months for a valid
business reason. We will not be required to file the registration statement on
Form S-3 more frequently than twice a year. In addition, if we register the
sale of any of our equity securities for cash, Messrs. Bernstein and Stoops have
the right to request that these shares be included in such registration
statement, subject to certain cut-back provisions.
Preferred Stock
---------------
Our board of directors is authorized by our articles of incorporation to
provide for the issuance of shares of preferred stock, in one or more series, to
establish or modify the number of shares to be included in each series, to fix
or modify the designation, rights, preferences, privileges and restrictions of
the shares of each series and to increase or decrease the number of shares of
any series of preferred stock, all without any further vote or action by our
shareholders.
Rights Agreement
----------------
On January 11, 2002 our Board of Directors declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of Class A
Common Stock and Class B Common Stock (together, the "Common Stock"). The
dividend is payable on January 25, 2002 (the "Record Date") to the shareholders
of record on that date. Each Right entitles the registered holder to purchase
from us one one-thousandth of a share of our Series E Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a price of
$70.00 per one one-thousandth of a share of Preferred Stock (as the same may be
adjusted, the "Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement dated as of January 11, 2002 (as the same may be
amended from time to time, the "Rights Agreement"), between us and EquiServe
3
Trust Company, N.A., a federally chartered trust company, as Rights Agent (the
"Rights Agent").
Until the close of business on the earlier of (i) 10 days following a
public announcement that a person (other than an Exempt Person (as defined
below)) or group of affiliated or associated persons (an "Acquiring Person") has
acquired beneficial ownership of 15% or more of the shares of Common Stock then
outstanding or (ii) 10 business days following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person
(other than an Exempt Person) or group of 15% or more of the shares of Common
Stock then outstanding (including, in the case of both clause (i) and (ii), any
such date which is after the date of this Rights Agreement and prior to the
issuance of the Rights) (the earlier of such dates being herein referred to as
the "Distribution Date"), the Rights will be evidenced by the shares of Common
Stock represented by certificates for Common Stock or shares of Common Stock
represented by ownership statement issued with respect to uncertificated shares
of Common Stock ("Ownership Statements") outstanding as of the Record Date, by
such Common Stock certificate or Ownership Statement together with a copy of the
summary of rights disseminated in connection with the original dividend of
Rights.
"Exempt Person" shall mean us, any of our subsidiaries (in each case
including, without limitation, in its fiduciary capacity), any of our employee
benefit plans or our subsidiaries' employee benefit plans, or any entity or
trustee holding Common Stock for or pursuant to the terms of any such plan or
for the purpose of funding any such plan or funding other employee benefits for
our employees or any of our subsidiaries' employees.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferable only in
connection with the transfer of Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for shares of Common Stock, or the transfer of any shares of
Common Stock represented by an Ownership Statement, outstanding as of the Record
Date, even without a notation incorporating the Rights Agreement by reference or
a copy of the summary of rights, will also constitute the transfer of the Rights
associated with the shares of Common Stock represented by such certificate or
Ownership Statement. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on January 10, 2012 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by us, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
4
The Rights are also subject to adjustment in the event of a stock dividend
on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of the greater of
(a) $1 per share and (b) an amount equal to 1,000 times the dividend declared
per share of Common Stock. In the event of our liquidation, dissolution or
winding up, the holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $1,000 per share (plus any accrued but
unpaid dividends) but will be entitled to an aggregate 1,000 times the payment
made per share of Common Stock. Each share of Preferred Stock will have 1,000
votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Class A Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right and payment
of the Purchase Price, that number of shares of Class A Common Stock having a
market value of two times the Purchase Price.
In the event that, after a person or group has become an Acquiring Person,
we are acquired in a merger or other business combination transaction or 50% or
more of our consolidated assets or earning power is sold, proper provision will
be made so that each holder of a Right (other than Rights beneficially owned by
an Acquiring Person which will have become void) will thereafter have the right
to receive, upon the exercise thereof at the then-current exercise price of the
Right, that number of shares of common stock of the person with whom we have
engaged in the foregoing transaction (or its parent), which number of shares at
the time of such transaction will have a market value of two times the Purchase
Price.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock or the occurrence of an event described in the prior
paragraph, our Board of Directors may exchange the Rights (other than Rights
owned by such person or group which will have become void), in whole or in part,
at any exchange ratio of one share of Class A Common Stock, or a fractional
share of Preferred Stock (or of a share of a similar class or series of our
preferred stock having similar rights, preferences and privileges) of equivalent
value, per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at our election, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Stock on the last trading day prior to the date of
exercise.
At any time prior to the time an Acquiring Person becomes such, our Board
of Directors may redeem the Rights in whole, but not in part, at a price of $.01
5
per Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, we may, except with respect
to the Redemption Price, amend the Rights Agreement in any manner. After the
Rights are no longer redeemable, we may, except with respect to the Redemption
Price, amend the Rights Agreement in any manner that does not adversely affect
the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a stockholder of our company, including, without limitation,
the right to vote or to receive dividends.
The description above of the Rights Agreement is qualified in its entirety by
reference to the Rights Agreement.
Item 2. Exhibits.
None.
6
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: January 11, 2002 SBA Communications Corporation
By: /s/ Jeffrey A. Stoops
---------------------
Jeffrey A. Stoops
Chief Executive Officer and President