SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2002
SBA Communications Corporation
(Exact Name of Registrant as Specified in its Charter)
Florida 000-30110 65-0716501
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
5900 Broken Sound Parkway NW
Boca Raton, FL 33487
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (561) 995-7670
(Former Name or Former Address, if Changed Since Last Report)
___________________________________
Item 5. Other Events.
On January 11, 2002 the Board of Directors of SBA Communications
Corporation, a Florida corporation (the "Company"), declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of Class A
Common Stock, par value $0.01 per share, of the Company (the "Class A Common
Stock") and Class B Common Stock, par value $0.01 per share, of the Company (the
"Class B Common Stock", and, together with the Class A Common Stock, the "Common
Stock"). The dividend is payable on January 25, 2002 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one one-thousandth of a share of Series E Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"),
of the Company 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 the Company and EquiServe 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 the Company, any subsidiary of the Company (in
each case including, without limitation, in its fiduciary capacity), any
employee benefit plan of the Company or of any subsidiary of the Company, 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 employees of the Company or of any subsidiary of the Company.
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 the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
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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).
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 liquidation, dissolution or winding
up of the Company, 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,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are 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 the Company has 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, the Board of Directors of the Company 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 the Company's 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
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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 the election of the Company, 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, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 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, the Company may, except
with respect to the Redemption Price, amend the Rights Agreement in any manner.
After the Rights are no longer redeemable, the Company 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 the Company, including, without limitation,
the right to vote or to receive dividends.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
Exhibit No. Description
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Exhibit 4.6 Rights Agreement, dated as of January 11, 2002, between the
Company and the Rights Agent (which includes the Form of
Articles of Amendment to the Articles of Incorporation, as
Amended and Restated, of SBA Communications Corporation, as
Exhibit A, the Form of Rights Certificate, as Exhibit B, and
the Summary of Rights to Purchase Shares of Preferred Stock,
as Exhibit C).
Exhibit 99.1 Press Release, dated January 11, 2002, issued by the
Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 11, 2002 SBA Communications Corporation
By: /s/ Jeffrey A. Stoops
---------------------
Jeffrey A. Stoops
Chief Executive Officer and
President
Exhibit Index
Exhibit No. Description
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Exhibit 4.6 Rights Agreement, dated as of January 11, 2002, between the
Company and the Rights Agent (which includes the Form of Articles
of Amendment to the Articles of Incorporation, as Amended and
Restated, of SBA Communications Corporation, as Exhibit A, the
Form of Rights Certificate, as Exhibit B, and the Summary of
Rights to Purchase Shares of Preferred Stock, as Exhibit C).
Exhibit 99.1 Press Release, dated January 11, 2002, issued by the Company.