As filed with the Securities and Exchange Commission on December 7, 2001
Registration No. 333-71460
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
SBA COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Florida 1700 65-0716501
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
5900 Broken Sound Parkway NW
Boca Raton, Florida 33487
(561) 995-7670
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
______________
Jeffrey A. Stoops
President
SBA Communications Corporation
5900 Broken Sound Parkway NW
Boca Raton, Florida 33487
(561) 995-7670
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copy to:
Kara L. MacCullough, Esquire
Akerman, Senterfitt & Eidson, P.A.
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131
Phone: (305) 374-5600
Fax: (305) 374-5095
______________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
_______________________________________________________________________________
PROSPECTUS
5,000,000 Shares
[LOGO OF SBA APPEARS HERE]
SBA Communications Corporation
Class A Common Stock
____________
This prospectus registers stock we may offer in connection with
acquisitions of wireless communication towers or companies that own towers or
provide related services at various locations in the United States from time to
time. It is expected that the terms of these acquisitions will be determined by
direct negotiations with the owners or controlling persons of the assets,
businesses or securities to be acquired, and that the shares of Class A common
stock issued will be valued at prices reasonably related to the market price of
the Class A common stock either at the time an agreement is entered into
concerning the terms of the acquisition or at or about the time the shares are
delivered.
____________
We do not expect to receive any cash proceeds when we issue the Class A
common stock offered by this prospectus.
____________
Our Class A common stock is listed and traded on The Nasdaq National Market
under the symbol "SBAC." The last reported sale price of our Class A common
stock on December 6, 2001 was $12.50 per share.
____________
Investing in the shares involves risks. See "Risk Factors" beginning on
page 5.
____________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
____________, 2001
Table of Contents
About this Prospectus .............................................. 1
Risk Factors ....................................................... 5
Disclosure Regarding Forward-Looking Statements .................... 14
Where You Can Find More Information................................. 16
Information Incorporated by Reference............................... 16
Legal Matters ...................................................... 17
Experts ............................................................ 17
i
About this Prospectus
This summary highlights material information about us and this offering. In
addition to reading this summary, you should carefully review the "Risk Factors"
section of this document beginning on page 5 and review all of our other filings
made with the Commission before you consider investing in our Class A common
stock.
SBA Communications Corporation
We are a leading independent owner and operator of wireless communications
towers in the United States. We generate revenues from our two primary
businesses, site leasing and site development. In our site leasing business, we
lease antenna space on towers and other structures that we own or manage for
others. The towers that we own have either been built by us at the request of a
wireless carrier or built or acquired based on our own initiative. At September
30, 2001, we owned or controlled 3,464 towers and had agreements to acquire 270
towers. We also had carrier directives to build approximately 600 additional
towers and had, in various phases of development, over 500 locations which we
had internally identified as a desirable location on which to build a tower. In
our site development business, we offer wireless service providers assistance in
developing their own networks, including designing a network with full signal
coverage, identifying and acquiring locations to place their antennas, obtaining
zoning approvals, building towers when necessary and installing their antennas.
Since our founding in 1989, we have participated in the development of more than
15,000 antenna sites in 49 of the 51 major wireless markets in the United
States.
Site Leasing Services
In 1997, we began aggressively expanding our site leasing business by
capitalizing on our nationally recognized site development experience and strong
relationships with wireless service providers to take advantage of the trends
toward colocation, which is the placement of multiple antennas on one tower, and
independent tower ownership. We believe our towers have significant capacity to
accommodate additional tenants. The following chart shows the number of towers
we built for our own account and the number of towers we acquired during the
periods indicated:
Year Ended December 31,
----------------------------------- Nine Months Ended
1997 1998 1999 2000 September 30, 2001
---- ---- ---- ---- ------------------
Towers built 15 310 438 779 524
Towers acquired 36 133 231 448 550
We believe our history and experience in providing site development
services gives us a competitive advantage in choosing the most attractive
locations on which to build new towers or buy existing towers, as measured by
our success in increasing tower revenues and cash flows. Our same tower revenue
growth at September 30, 2001, on the 1,950 towers we owned as of September 30,
2000, was 26%, based on tenant leases signed and revenues annualized as of
September 30, 2000 and 2001. Our annualized rate of tenants added per tower, on
a broadband equivalent basis, was .44, .47, .52, and .56 for each of the last
four quarters. A broadband equivalent basis is calculated by dividing
contractual lease payments by $1,500, an industry benchmark for monthly tower
rent per tenant.
1
Our site leasing revenue comes from a variety of wireless carriers,
including AT&T Wireless, Cingular, Nextel, Sprint PCS, Verizon and VoiceStream.
Site leasing revenue was $72.9 million for the nine months ended September 30,
2001 and $35.6 million for the nine months ended September 30, 2000. We believe
that our site leasing revenues will grow as wireless service providers continue
to lease antenna space on our towers and as the number of towers we own or
control grows.
Our primary focus is the leasing of antenna space on our multi-tenant
towers to a variety of wireless service providers under long-term lease
contracts. We lease antenna space on:
o the towers we construct through carrier directives under build-to-suit
programs;
o existing towers we acquire;
o the towers we build on locations we have selected which we call
"strategic" new tower builds; and
o towers we lease, sublease and/or manage for third parties.
Under a build-to-suit program, we build a tower for a wireless service
provider on a location of their direction. We retain ownership of the tower and
the exclusive right to co-locate additional tenants on the tower. Many wireless
service providers are choosing the build-to-suit option as an alternative to
tower ownership, and we believe that this outsourcing trend is likely to
continue for the foreseeable future. Our build-to-suit sites come from a
variety of wireless carriers, including Alamosa PCS, AT&T Wireless, Cingular,
Horizon PCS, Sprint PCS, TeleCorp PCS, Triton PCS and VoiceStream.
To help maximize the revenue and profit we earn from our capital investment
in the towers we own, we have begun to provide services at our tower locations
beyond the leasing of antenna space. These services which we provide or may
provide in the future include generator provisioning, power provisioning,
antenna installation, equipment installation and backhaul, which is the
transport of the wireless signals transmitted or received by an antenna to a
carrier's network. Some of these services are recurring in nature, and are
contracted for by a wireless carrier or other user in a manner similar to the
way they lease antenna space.
Site Development Services
Our site development business consists of two segments, site development
consulting and site development construction, through which we provide wireless
service providers a full range of end-to-end services. In the consulting
segment of our site development business, we offer clients the following
services: (1) network pre-design; (2) identification of potential locations for
towers and antennas; (3) support in buying or leasing of the location; and (4)
assistance in obtaining zoning approvals and permits. In the construction
segment of our site development business we provide a number of services,
including the following: (1) tower and related site construction; (2) switch
construction; (3) antenna installation; and (4) radio equipment installation,
optimization and service. We will continue to use our site development
expertise to complement our site leasing business and secure additional new
tower build opportunities. We have capitalized on our leadership position in the
site development business and our strong relationships with wireless service
providers to develop our build-to-suit and strategic new tower build programs.
For our strategic new tower build activities, we are often able to use our site
development activities to identify an area without wireless signal coverage on
which to build a tower for the benefit of a current or potential customer.
2
We have a diverse range of customers, including cellular, PCS, wireless
data and Internet services, paging, SMR and ESMR providers as well as other
users of wireless transmission and reception equipment. Our site development
customers currently comprise many of the major wireless communications
companies, including AT&T Wireless, Cingular, Nextel, Sprint PCS, Verizon and
VoiceStream. Site development revenue was $100.9 million for the nine months
ended September 30, 2001 and $78.8 million for the nine months ended September
30, 2000. We believe that our site development business will grow with the
expected overall growth of wireless and other telecommunications networks. We
anticipate that site development construction revenues will continue to exceed
site development consulting revenues for the foreseeable future.
Principal Executive Offices
Our principal executive offices are located at 5900 Broken Sound Parkway
NW, Boca Raton, Florida 33487, and our telephone number is (561) 995-7670. We
were founded in 1989 and incorporated in Florida in 1997.
3
Acquisition Terms
This document serves as our prospectus to offer up to 5,000,000 shares of
our Class A common stock that we plan to use, from time to time, to acquire
wireless communication towers or companies that own towers or provide related
services at various locations in the United States. These shares of Class A
common stock will be offered by us directly or through our wholly owned
subsidiary which received the shares as a capital contribution. The
consideration for the acquisition of these assets or equity interests may
consist of the assumption of liabilities, issuances of our Class A common stock,
and in certain cases, a portion of cash, or any combination of these items.
It is expected that the terms of acquisitions involving the issuance of the
shares of Class A common stock covered by this prospectus will be determined by
direct negotiations with the owners or controlling persons of the assets,
businesses or securities to be acquired, and that the shares of Class A common
stock issued will be valued at prices reasonably related to the market price of
the Class A common stock either at the time an agreement is entered into
concerning the terms of the acquisition or at or about the time the shares are
delivered. No underwriting discounts or commissions will be paid, although
finder's fees may be paid in connection with certain acquisitions. Any person
receiving such fees may be deemed to be an "underwriter" within the meaning of
the Securities Act, and any profit on the resale of shares of Class A common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
4
Risk Factors
You should carefully consider the following risks before making an
investment decision. These and other risks could materially and adversely affect
our business, operating results or financial condition. You should also refer to
the other information contained or incorporated by reference in this prospectus,
before making an investment decision.
Our substantial indebtedness could adversely affect our financial health and
prevent us from fulfilling our payment obligations.
As indicated below, we have and will continue to have a significant amount
of indebtedness relative to our equity size.
At December 31, 2000 At September 30, 2001
------------------------ ------------------------
(in thousands)
Total indebtedness......................... $284,273 $778,672
Stockholders' equity....................... $538,160 $470,019
Our substantial indebtedness could have important consequences to you. For
example, it could:
o limit our ability to repay our borrowings under our senior credit
facility, our 10 1/4% senior notes and our 12% senior discount notes;
o limit our ability to fund future working capital, capital expenditures
and development costs;
o limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;
o subject us to interest rate risk;
o place us at a competitive disadvantage to our competitors that are
less leveraged; and
o limit, along with the financial and other restrictive covenants in
our indebtedness, among other things, our ability to borrow additional
funds. Failing to comply with those covenants could result in an event
of default.
Our ability to service our debt obligations will depend on our future
operating performance. Based on our outstanding debt as of September 30, 2001,
we would require approximately $58.1 million of cash flow from operations to
discharge our cash interest obligations for the twelve months ending September
30, 2002. By comparison, for the twelve months ended September 30, 2001, we
generated $40.6 million of cash flow from operations. As we borrow under our
senior credit facility, the amount of cash flow needed to fund our cash interest
obligations will increase. This amount will increase materially in September
2003 once we begin to amortize our $100.0 million term loan under our senior
credit facility. In addition, a portion of our current debt is, and a
significant portion of our future debt may be, at variable interest rates.
Therefore, if interest rates were to materially increase, the amount of interest
that we would have to pay on our debt would increase. If we are unable to
generate sufficient cash flow from operations to service our indebtedness, we
will be forced to adopt an alternative strategy that may include actions such as
reducing, delaying or eliminating acquisitions of towers or related service
companies, delaying tower construction and other capital expenditures, selling
assets, restructuring or refinancing our indebtedness or seeking additional
equity capital. We may not be able to effect any of these alternative strategies
on satisfactory terms, if at all. The implementation of any of these alternative
strategies could have a material adverse effect on our growth strategy.
5
Our earnings have been insufficient to cover our fixed charges since the
issuance of our 12% senior discount notes, treating the non-cash amortization of
the original issue discount on the 12% senior discount notes as a fixed charge.
This deficiency increased as a result of the issuance of our 10 1/4% senior
notes. We expect our earnings to continue to be insufficient to cover our fixed
charges for the foreseeable future. We may incur substantial additional
indebtedness in the future. If new debt is added to our current debt levels,
the impact to us of the risks discussed above could intensify.
If demand for wireless communication services decreases, our revenue will be
adversely affected.
Substantially all of our customers to date have been providers of wireless
communications services. If demand for wireless communication services
decreases, our revenue growth will be, and our revenue may be, adversely
affected. Demand for both our site leasing and site development services is
dependent on demand for communication sites from wireless service providers,
which, in turn, is dependent on the demand for wireless services. A slowdown in
the growth of, or reduction in demand, in a particular wireless communication
segment could adversely affect the demand for communication sites. Most types
of wireless services currently require ground-based network facilities,
including communication sites for transmission and reception. The extent to
which wireless service providers lease these communication sites depends on a
number of factors beyond our control, including:
o the level of demand for wireless services;
o the financial condition and access to capital of wireless service
providers;
o the strategy of wireless service providers with respect to owning or
leasing communication sites;
o government licensing of broadcast rights; and
o changes in telecommunications regulations and general economic conditions.
In addition, wireless voice service providers frequently enter into roaming
agreements with competitors allowing them to use another's wireless
communications facilities to accommodate customers who are out of range of their
home provider's services. Wireless voice service providers may view these
roaming agreements or other types of network sharing with each other as a
superior alternative to leasing antenna space on communications sites owned or
controlled by us. The proliferation of these roaming agreements or any material
amount of network sharing could have a material adverse effect on our revenue.
We may not secure as many site leasing tenants as planned.
If tenant demand for tower space decreases, we may not be able to
successfully grow our site leasing business. This may have a material adverse
effect on our strategy, revenue growth and ability to service our indebtedness.
Our plan for the growth of our site leasing business largely depends on our
management's expectations and assumptions concerning future tenant demand for
independently-owned towers. Tenant demand includes both the number of tenants
and the lease rates they are willing to pay. Because of our substantial
indebtedness, we bear a greater risk from lower tenant demand than other tower
companies that have towers with more established and higher revenue and cash
flow streams. The majority of our towers were constructed within the last three
years and therefore have lower revenue and cash flow streams.
Wireless service providers that own and operate their own towers and
several of the independent tower companies generally are substantially larger
and have greater financial resources than we do. We believe that tower location
and capacity, price, quality of service and density within a geographic market
historically have been and will continue to be the most significant competitive
factors affecting the site leasing business.
Our debt instruments contain restrictive covenants that could adversely affect
our business by limiting flexibility.
Our senior credit facility and the indentures governing our 10 1/4% senior
notes and our 12% senior discount notes each contain certain restrictive
covenants Among other things, these covenants restrict our ability to incur
additional indebtedness, sell assets for less than fair market value, pay
dividends, redeem outstanding debt or engage in other restricted payments. The
senior credit facility also requires us to maintain specified financial ratios,
including ratios regarding our consolidated debt coverage, debt service,
interest expense and fixed charges for each quarter and satisfy certain
financial condition tests including maintaining a minimum consolidated EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization). Our ability to
meet these financial ratios and tests can be affected by events beyond our
control, and we may not be able to meet those tests. A breach of any of these
covenants could result in a default under the senior credit facility and/or the
indentures governing our 10 1/4% senior notes and our 12% senior discount
notes. Upon the occurrence of certain bankruptcy events, the outstanding
principal, together with all accrued interest, will automatically become
immediately due and payable. If any other event of default should occur under
the senior credit facility, our lenders can elect to declare all amounts of
principal outstanding under the senior credit facility, together with all
accrued interest, to be immediately due and payable. Either of these events
could also result in the triggering of cross-default or cross-acceleration
provisions in other instruments, permitting acceleration of the maturity of
additional indebtedness. If we were unable to repay amounts that become due
under the senior credit facility, our lenders could proceed against the
collateral granted to them to secure that indebtedness. If the indebtedness
under the senior credit facility were to be accelerated, our assets may not be
sufficient to repay in full the indebtedness. Substantially all of our assets
are pledged as security under the senior credit facility.
6
Our quarterly operating results fluctuate and therefore should not be considered
indicative of our long-term results.
The number of towers we build, the number of tenants we add to our towers
and the demand for our site development services fluctuate from quarter to
quarter and should not be considered as indicative of long-term results.
Numerous factors cause these fluctuations, including:
o the timing and amount of our customers' network development and
capital expenditures;
o the business practices of customers, such as deferring commitments on
new projects until after the end of the calendar year or the
customers' fiscal years;
o the number and significance of active customer engagements during a
quarter;
o delays relating to a project or tenant installation of equipment;
o seasonal factors, such as weather, vacation days and total business
days in a quarter; and
o employee hiring.
Although the demand for our services fluctuates, we incur significant fixed
costs, such as maintaining a staff and office space in anticipation of future
business. The timing of revenues is difficult to forecast because our sales
cycle may be relatively long and may depend on factors such as the size and
scope of assignments, budgetary cycles and pressures and general economic
conditions. In addition, under lease terms typical in the tower industry,
revenue generated by new tenant leases usually commences upon installation of
the tenant's equipment on the tower rather than upon execution of the lease,
which can be 90 days or more after the execution of the lease.
We may be adversely affected by an economic slowdown.
Our business may be adversely affected by periods of economic slowdown or
recession. During periods of economic slowdown or recession, wireless carriers
may be unable to raise sufficient capital to expand their networks or may choose
to slow or stop capital expenditures. Any material decline in the availability
of capital for our customers may result in a decrease in the demand for tenant
space on our towers and for our site development services.
On August 10, 2001, we announced that we were adjusting our new tower build
construction plan and operation to produce 100 to 150 new towers per quarter
commencing with the third quarter of 2001, instead of the 200 to 250 new towers
per quarter previously built or capable of being built by us. We now expect to
build a total of approximately 600 to 700 new towers in 2001 and approximately
400 to 600 in 2002. In connection with this adjustment, we recorded a $24.4
million non-recurring developmental charge in the third quarter of 2001.
Included in this charge was a write-off of costs previously reflected on our
balance sheet as work in process for certain new tower build sites for which
development activity has been abandoned, costs of employee separation for
certain employees and costs associated with the closing and consolidation of
selected offices that were previously utilized primarily in our new asset
development activities. On September 11, 2001, acts of terrorism occurred in New
York City and Washington, D.C. These terrorist acts may adversely affect the
already slowing U.S. economy.
7
We are not profitable and expect to continue to incur losses.
We are not profitable. The following chart shows the net losses we
incurred for the periods indicated:
Year Ended December 31,
--------------------------- Nine Months Ended
1998 1999 2000 September 30, 2001
---- ---- ---- --------------------
(in millions)
Net losses ... $19.9 $34.6 $28.9 $95.4
Our losses are principally due to significant depreciation, amortization
and interest expense. In addition, we recorded a $24.4 million non-recurring
developmental charge in the third quarter of 2001. We have not achieved
profitability and expect to continue to incur losses for the foreseeable future.
Increased competition to purchase existing towers and to build new towers may
negatively affect the success of our growth strategy.
Increased competition to purchase existing towers and to build new towers
may negatively affect the success of our growth strategy. We believe that
competition for the opportunity to build new towers will increase and that
additional competitors will enter the tower market. Some of these additional
competitors have or are expected to have greater financial resources than we do.
We compete with:
o wireless service providers that own and operate their own towers;
o site development companies that acquire antenna space on existing
towers for wireless service providers, manage new tower construction
and provide site development services;
o other large independent tower companies; and
o smaller local independent tower operators
for towers to acquire, for opportunities to build new towers and for sites on
which to construct towers.
Our growth strategy depends in part on our ability to acquire and operate
existing towers not built by us to expand our existing tower network. Increased
competition for acquisitions may result in fewer acquisition opportunities for
us and higher acquisition prices. We regularly explore acquisition
opportunities, and we are currently actively negotiating to acquire additional
towers. As of September 30, 2001, we had agreements to acquire 270 towers for an
aggregate purchase price of $67.8 million or an average acquisition price of
approximately $251,000 per tower. These acquisitions are subject to a number of
conditions, including our satisfactory review of the financial, legal and
physical condition of the covered sites and towers, receipt of third party
consents and board approval. There is a significant likelihood that one or more
of these acquisitions may not close.
We may not be able to identify, finance and complete future acquisitions of
towers or tower companies on acceptable terms or may not be able to profitably
8
manage and market available space on any towers that we acquire. We may also
face challenges in integrating newly acquired towers or tower companies with our
operations and may face difficulties in retaining current lessees on newly
acquired towers.
If our carrier-directed new tower build projects are unsuccessful in yielding
binding agreements or completed towers, our growth strategy or business may be
negatively affected.
If our carrier-directed new tower build projects are unsuccessful in
yielding binding agreements or completed towers, our growth strategy or business
may be negatively affected. A carrier directive is an indication of interest
from a wireless carrier for us to build a tower which we will own, on which they
will place their antenna. Upon completion of the tower, the wireless carrier
would lease space on the tower. A carrier directive, however, does not require
the wireless carrier to actually lease space on the tower. That obligation does
not arise until a lease is signed. We generally will not commence construction
of a tower on a carrier-directed location until a lease is signed. As of
September 30, 2001, we had carrier directives to build approximately 600 towers
under build-to-suit programs for wireless service providers. We believe that the
majority of these carrier directives will result in new towers built and owned
by us and long-term leases for antenna space on such towers. However, there are
numerous factors that may prevent carrier directives from resulting in leases,
including:
o FAA, FCC or zoning restrictions that may prevent the building of a
communication tower;
o the results of the review of the business, financial and legal aspects
of the transactions conducted by us or our customers;
o the lease price; and
o the ability of the carriers who have awarded a directive to withdraw
the directive.
As a result, we cannot assure you as to the percentage of current and future
carrier directives that will ultimately result in constructed towers and tenant
leases.
We will need to seek additional financing to materially increase our tower
portfolio.
Our business strategy contemplates substantial capital expenditures for the
expansion of our tower portfolio. We intend to increase the number of towers we
own and lease by agreeing with wireless carriers to assume ownership or control
of their existing towers, by pursuing build-to-suit opportunities and by
exploring other tower acquisition opportunities. To the extent we are unable to
finance our future capital expenditures, we will be unable to achieve our
currently contemplated business goals.
Our cash capital expenditures for the year ended December 31, 2000 were
$445.3 million, and for the nine months ended September 30, 2001 were $415.2
million. We currently estimate that we will make approximately $490.0 million to
$500.0 million of cash capital expenditures during the year ending December 31,
2001, which will be primarily for the construction and acquisition of towers,
tower companies and/or related businesses. Substantially all of these planned
capital expenditures are expected to be funded by the remaining proceeds of our
$500.0 million 10 1/4% senior note offering completed in February 2001,
borrowings under our senior credit facility and cash flow from operations. Cash
capital expenditures for fiscal year end 2002 are currently estimated at
approximately $130.0 million to $180.0 million. Borrowings under our senior
credit facility and cash
9
flows from operations are expected to be sufficient to fund our existing 2002
capital expenditure plan. Thereafter, however, or in the event we exceed our
currently anticipated cash capital expenditures by December 31, 2002, we
anticipate that we will need to seek additional equity or debt financing to
continue to materially increase our tower portfolio. Additional financing may
not be available on commercially acceptable terms or at all, and additional debt
financing may not be permitted by the terms of our existing indebtedness,
including the senior credit facility, our 10 1/4% senior notes and our 12%
senior discount notes. Prior to March 1, 2003, interest expense on our 12%
senior discount notes will consist solely of non-cash accretion of original
issue discount and will not require cash interest payments. After that time, our
12% senior discount notes will have increased to $269.0 million and will require
annual cash interest payments of approximately $32.3 million. If we are required
to issue additional common equity to finance our capital expenditures, it could
be dilutive to our existing shareholders.
Managing our expansion and integrating acquisitions may strain our resources and
reduce our cash flow.
Expanding our business may impose significant strains on our management,
operating systems and financial resources. The pursuit and integration of newly
constructed towers in addition to future acquisitions, investments, joint
ventures and strategic alliances will require substantial attention from our
senior management, which will limit the amount of time available to devote to
our existing operations.
From January 1, 2000 to September 30, 2001, our work force increased from
approximately 600 to approximately 1,270 employees. This growth has placed, and
will likely continue to place, a substantial strain on our administrative,
operational and financial resources. In addition, as part of our business
strategy, we may acquire complementary businesses such as telecommunications
services companies or expand into new businesses. Acquisitions involve a number
of potential risks, including the potential loss of customers, and the inability
to productively combine disparate company cultures and facilities or manage
operating sites in geographically diverse markets. We may not be able to manage
our growth successfully. Our management, personnel or operational and financial
control systems may not be adequate to support expanded or complementary
operations. Any of these inabilities or inadequacies could cause a significant
increase in our expenses and reduce our cash flow.
We are subject to numerous regulations that may prevent, delay, or increase the
cost of building or operating towers.
Extensive local, state and federal regulations may prevent, delay or
increase the cost of building or operating towers. Before we can build a new
tower, either for a wireless communications carrier or for our own account, we
must receive approval under local regulations. Local regulations include city
or other local ordinances, zoning restrictions and restrictive covenants imposed
by community developers. These regulations vary greatly, but typically require
tower owners to obtain approval from local officials or community standards
organizations prior to tower construction. In addition, as the concern over
tower proliferation has grown in recent years, certain communities have placed
restrictions on new tower construction or have delayed granting permits required
for construction. If we cannot receive local governmental approvals or if it is
expensive or time consuming to obtain these approvals, then our results of
operations will be negatively impacted.
Both the FCC and FAA regulate towers and other sites used for wireless
communications transmitters and receivers. Wireless communications devices
operating on towers are separately regulated and independently licensed based
upon the particular frequency used.
The construction or modification of communication sites is also subject to
the National Environmental Policy Act, which requires additional review of any
10
tower that may have a significant effect upon the quality of the human
environment. In addition, the operation of our towers is subject to federal,
state and local environmental laws and regulations regarding the use, storage,
disposal, emission, release and remediation of hazardous and non-hazardous
substances, materials or wastes. Under certain of these environmental laws, we
could be held strictly liable for the remediation of hazardous substance
contamination at our facilities or at third party waste disposal sites, and
could also be held liable for any personal or property damage related to the
contamination.
Our estimates regarding our growth rate and our anticipated financial
performance include the costs of complying with these regulations, as they
currently exist. If new regulations are introduced or existing regulations are
modified it could increase our cost of operations and decrease our cash flow.
We depend on a relatively small number of customers for most of our revenue.
We derive a significant portion of our revenue from a small number of
customers that vary at any given time, particularly in the site development
services side of our business. The loss of any significant customer could have
a material adverse effect on our revenue.
Following is a list of significant customers and the percentage of total
revenues derived from such customers:
Year Ended December 31,
-----------------------
1999 2000
---- ----
Sprint .................................. 17.3% 10.7%
Cingular ................................ 12.5% less than 10.0%
Nine Months Ended
September 30, 2001
------------------
Sprint................................... 11.2%
Nextel................................... 11.0%
11
Revenues from these clients are derived from numerous different site
leasing contracts and site development contracts. Each site leasing contract
relates to the lease of space at an individual tower site and is generally for
an initial term of 5 years with five 5-year renewable options. Our site
development customers engage us on a project-by-project basis, and a customer
can generally terminate an assignment at any time without penalty. In addition,
a customer's need for site development services can decrease, and we may not be
successful in establishing relationships with new customers. Moreover, our
existing customers may not continue to engage us for additional projects.
The substantial majority of our existing carrier directives under build-to-
suit programs are from Alamosa PCS, AT&T Wireless, Horizon PCS, TeleCorp PCS
and Triton PCS.
Due to the long-term expectations of revenue from tenant leases, the tower
industry is very sensitive to the creditworthiness of its tenants. Wireless
service providers often operate with substantial leverage, and financial
problems for our customers could result in uncollected accounts receivable, in
the loss of customers and the associated lease revenues, or in a reduced ability
of these customers to finance expansion activities. During the past two years, a
number of our site leasing customers have filed for bankruptcy. These
bankruptcies did not, individually or in the aggregate, have a material adverse
effect on our business or revenues, but there can be no assurance that any
future bankruptcies would not have such an effect.
Our towers are subject to damage from natural disasters.
Our towers are subject to risks associated with natural disasters such as
tornadoes, hurricanes and earthquakes. We maintain insurance to cover the
estimated cost of replacing damaged towers, but these insurance policies are
subject to caps and deductibles. We also maintain third party liability
insurance to protect us in the event of an accident involving a tower. A tower
accident for which we are uninsured or underinsured, or damage to a tower or
group of towers could require us to make significant capital expenditures and
may have a material adverse effect on our operations.
New technologies may have a material adverse effect on our growth rate and
results of operations.
The emergence of new technologies could reduce the demand for space on our
towers. This could have a material adverse effect on our growth rate and
results of operations. For example, the FCC has granted license applications
for several low-earth orbiting satellite systems that are intended to provide
mobile voice and data services. Although these systems are highly capital
intensive and have only begun to be tested, mobile satellite systems could
compete with land-based wireless communications systems. In addition, products
are currently being developed which may permit multiple wireless carriers to use
a single antenna or share other parts of a network, or to increase the range and
capacity of an antenna.
Steven E. Bernstein controls the outcome of shareholder votes and therefore
disinterested shareholders will not control many corporate governance
matters.
Steven E. Bernstein, our Chairman and Chief Executive Officer, controls
100% of the outstanding shares of Class B common stock. As of October 31, 2001,
Mr. Bernstein controlled approximately 56.2% of the total voting power of both
classes of our common stock. As a result, Mr. Bernstein has the ability to
control the outcome of all matters that are determined by a majority vote of our
common shareholders when voting together as a single class. Consequently,
disinterested shareholders will not be able to determine who is elected as a
director nor the outcome of other corporate governance matters subject to
approval by the majority of the outstanding shares.
12
The loss of the services of certain of our executive officers may negatively
affect our business.
Our success depends to a significant extent upon the continued services of
Steven E. Bernstein, our Chairman and Chief Executive Officer, Jeffrey A.
Stoops, our President and other key senior executives. The loss of the services
of any of Messrs. Bernstein, Stoops or other key senior executives may have a
material adverse effect on our business. Mr. Stoops has an employment agreement.
We do not have an employment agreement with Mr. Bernstein. Mr Bernstein's
compensation and other terms of employment are determined by the Board of
Directors.
If we are unable to attract, retain or manage skilled employees it could have a
material adverse effect on our business.
Our business, particularly site development services, involves the delivery
of professional services and is labor-intensive. The loss of a significant
number of employees, our inability to hire a sufficient number of qualified
employees or adequately develop and motivate the skilled employees we have hired
could have a material adverse effect on our business. We compete with other
wireless communications firms and other enterprises for employees with the
skills required to perform our services. We cannot assure you that we will be
able to attract and retain a sufficient number of highly-skilled employees in
the future or that we will continue to be successful in training, retaining and
motivating employees.
If we commence international operations in the future it could strain our
resources and negatively affect our growth strategy and revenue.
Although we do not currently intend to pursue international opportunities,
we may in the future begin operating internationally if we find an opportunity
we believe is appropriate to pursue. Initiating international operations may
strain our resources and negatively affect our growth strategy and revenue. If
we commence international operations, we will be subject to various political,
economic and other uncertainties, including:
o difficulties and costs of staffing and managing international
operations;
o different technology standards;
o fluctuations in currency exchange rates or the implementation of
currency exchange controls;
o political and economic instability;
o unexpected changes in regulatory requirements; and
o potentially adverse tax consequences.
Any of these factors could delay or preclude our ability to generate
revenue in any international markets that we may enter. Accordingly, we cannot
assure that if we begin international operations our strategies will prove to be
effective or that management's goals will be achieved.
Our dependence on our subsidiaries for cash flow may negatively affect our
business.
We are a holding company with no business operations of our own. Our
dependence on our subsidiaries for cash flow may have a material adverse effect
on our operations. Our only significant asset is, and is expected to be, the
outstanding capital stock of our subsidiaries. We conduct, and expect to
conduct, all of our business operations through our subsidiaries. Accordingly,
our only source of cash to pay our obligations is distributions from our
subsidiaries of their net earnings and cash flow. We currently expect that the
earnings and cash flow of our subsidiaries will be retained and used by them in
their operations, including servicing their debt obligations, except as
necessary to be distributed to us to cover holding company expenses. Even if
our subsidiaries determined to make a distribution to us, applicable state law
and contractual restrictions, including dividend covenants contained in our new
senior credit facility, may restrict or prohibit these dividends or
distributions.
Future issuances of our stock may cause dilution.
As part of the consideration for our acquisitions, we sometimes agree to
issue additional shares of Class A common stock if the towers or businesses that
we acquire meet or exceed certain earnings or new tower targets in the 1-3 years
after they have been acquired. As of September 30, 2001, we had the obligation
to issue approximately 2.7 million additional shares of Class A common stock if
the earnings targets identified in various acquisition agreements are met.
13
Disclosure Regarding Forward-Looking Statements
This prospectus and the documents that are incorporated by reference into
this prospectus contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements concern expectations, beliefs,
projections, future plans and strategies, anticipated events or trends and
similar expressions concerning matters that are not historical facts.
Specifically, this prospectus and the documents incorporated into this
prospectus by reference contain forward-looking statements regarding:
o the impact of the $24.4 million non-recurring developmental charge we
recorded in the third quarter of 2001 on future developmental expense;
o our strategy to transition the primary focus of our business from site
development services toward the site leasing business, including our
intent to make strategic acquisitions of towers and related
businesses;
o anticipated trends in the site development industry and its effect on
our revenues and profits;
o our estimates regarding the future development of the site leasing
industry and its effect on our site leasing revenues;
o our plan to continue to construct and acquire tower assets and the
resulting effect on our revenues, capital expenditures, expenses and
net income;
o our ability to successfully conclude letters of intent or definitive
agreements for newly built towers, acquisitions of existing towers or
related businesses and the resulting effect on our financial
operations;
o our estimate of the amount of planned capital expenditures for the
years ending December 31, 2001 and 2002 that will be required for the
construction or acquisition of towers and related businesses;
o our expectations regarding the average acquisition cost per tower and
our average construction cost per tower; and
o our intention to fund cash capital expenditures through the end of
2002 from the net remaining proceeds from the sale of the 10 1/4%
senior notes, borrowings under our senior credit facility and cash
flow from operations.
These forward-looking statements reflect our current views about future
events and are subject to risks, uncertainties and assumptions. We wish to
caution readers that certain important factors may have affected and could in
the future affect our actual results and could cause actual results to differ
significantly from those expressed in any forward-looking statement. The most
important factors that could prevent us from achieving our goals, and cause the
assumptions underlying forward-looking statements and the actual results to
differ materially from those expressed in or implied by those forward-looking
statements include, but are not limited to, the following:
o our ability to access sufficient capital to fund new tower builds and
acquisitions;
o the inability of our clients to access sufficient capital or their
unwillingness to expend capital to fund network expansion or
enhancements;
o our ability to secure as many site leasing tenants as planned;
o our ability to expand our site leasing business and maintain or expand
our site development business;
o our ability to complete construction of new towers on a timely and
cost-efficient basis, including our ability to successfully address
zoning issues, carrier design changes, changing local market
conditions and the impact of adverse weather conditions;
o our ability to identify and acquire new towers and related businesses,
14
including our capability to timely complete a review of the business,
financial and legal aspects and obtain third party consents;
o our ability to retain current lessees on newly acquired towers;
o our ability to realize economies of scale for newly acquired towers;
o the continued use of towers and dependence on outsourced site
development services by the wireless communications industry;
o our ability to compete effectively for new tower opportunities and
site development services in light of increased competition; and
o our ability to continue to comply with covenants and the terms of our
senior credit facility.
15
Where You Can Find More Information
We file annual, quarterly and special reports and other information with
the Commission. You may read our Commission filings over the Internet at the
Commission's website at http://www.sec.gov. You may also read and copy
documents at the Commission's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at its regional office located at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call
the Commission at 1-800-SEC-0330 for further information on the public reference
rooms.
We have filed with the Commission a registration statement on Form S-4
under the Securities Act with respect to the shares of Class A common stock
offered by this prospectus. This prospectus, which is a part of the
registration statement, does not contain all of the information set forth in the
registration statement. For further information about us and our securities,
you should refer to the registration statement.
Information Incorporated by Reference
The Commission allows us to provide information about our business and
other important information to you by "incorporating by reference" the
information we file with the Commission, which means that we can disclose the
information to you by referring in this prospectus to the documents we file with
the Commission. Under the Commission's regulations, any statement contained in
a document incorporated by reference in this prospectus is automatically updated
and superseded by any information contained in this prospectus, or in any
subsequently filed document of the types described below.
We incorporate into this prospectus by reference the following documents
filed by us with the Commission, each of which should be considered an important
part of this prospectus:
Commission Filing (File No. 000-30110) Period Covered or Date of Filing
-------------------------------------------------------- ---------------------------------------------
Annual Report on Form 10-K.............................. Year ended December 31, 2000
Quarterly Reports on Form 10-Q.......................... Quarters ended March 31, 2001, June 30,
2001 and September 30, 2001
Current Reports on Form 8-K............................. January 22, 2001, February 1, 2001, April 19,
2001, May 3, 2001, May 10, 2001, May 10, 2001,
May 16, 2001, July 19, 2001, August 10, 2001,
November 8, 2001, November 13, 2001,
November 14, 2001 and November 20, 2001
Description of our Class A common stock contained in
Registration Statement on Form 8-A and any amendment
or report filed for the purpose of updating such
description............................................ June 9, 1999
All subsequent documents filed by us under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934.. After the date of this prospectus
You may request a copy of each of our filings at no cost, by writing or
telephoning us at the following address, telephone or facsimile number:
SBA Communications Corporation
5900 Broken Sound Parkway NW
Boca Raton, Florida 33487
Phone: (561) 995-7670
Fax: (561) 998-3448
16
Exhibits to a document will not be provided unless they are specifically
incorporated by reference in that document. You must request the filings no
later than five business days before the date you must make your investment
decision in order for you to obtain timely delivery of this information.
You should rely only on the information contained in this prospectus and in
the documents incorporated by reference into this prospectus. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.
The information in this prospectus may not contain all of the information
that may be important to you. You should read the entire prospectus, as well as
the documents incorporated by reference in the prospectus, before making an
investment decision.
Legal Matters
The validity of the shares of Class A Common Stock being offered hereby
will be passed upon for us by Akerman, Senterfitt & Eidson, P.A., Miami,
Florida.
Experts
The audited consolidated financial statements and schedule of SBA
Communications Corporation incorporated by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent certified public accountants, as indicated in their report
with respect thereto, and are included herein in reliance upon the authority of
said firm as experts in giving said report.
17
Part II
Information Not Required In Prospectus
Item 20. Indemnification of Directors and Officers
Under Section 607.0831 of the Florida Business Corporation Act (the
"FBCA"), a director is not personally liable for monetary damages to the
corporation or any other person for any statement, vote, decision, or failure to
act regarding corporate management or policy unless (1) the director breached or
failed to perform his or her duties as a director; and (2) the director's breach
of, or failure to perform, those duties constitutes: (a) a violation of the
criminal law, unless the director had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful. A judgment or other final adjudication against a director in any
criminal proceeding for a violation of the criminal law estops that director
from contesting the fact that his or her breach, or failure to perform,
constitutes a violation of the criminal law; but does not estop the director
from establishing that he or she had reasonable cause to believe that his or her
conduct was lawful or had no reasonable cause to believe that his or her conduct
was unlawful; (b) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (c) a circumstance under which
the liability provisions of s. 607.0834 are applicable; (d) in a proceeding by
or in the right of the corporation to procure a judgment in its favor or by or
in the right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct; or (e) in a proceeding by or in the right of
someone other than the corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property.
Under Section 607.0850 of the FBCA, a corporation has the power to
indemnify any person who was or is a party to any proceeding (other than an
action by, or in the right of, the corporation), by reason of the fact that he
or she is or was a director, officer, employee, or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he or she acted in good faith and in a manner
he or she 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 his or her conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, or conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
In addition, under Section 607.0850 of the FBCA, a corporation has the
power to indemnify any person, who was or is a party to any proceeding by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made under this subsection
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that, the court in
II-1
which such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Under Section 607.0850 of the FBCA, the indemnification and advancement of
expenses provided pursuant to Section 607.0850 of the FBCA are not exclusive,
and a corporation may make any other or further indemnification or advancement
of expenses of any of its directors, officers, employees, or agents, under any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office. However, indemnification or advancement of
expenses shall not be made to or on behalf of any director, officer, employee or
agent if a judgment or other final adjudication establishes that his or her
actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (a) a violation of the criminal law, unless the
director, officer, employee or agent had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (b) a transaction from which the director, officer, employee or agent
derived an improper personal benefit; (c) in the case of a director, a
circumstance under which the liability provisions of s. 607.0834 are applicable;
or (d) willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Our articles of incorporation provide that we shall, to the fullest extent
permitted by applicable law and our by-laws, as amended from time to time,
indemnify all of our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
Item 21. Exhibits and Financial Statement Schedules
Exhibit
Number Description
------- -----------
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the validity of the Class A
common stock.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1).
24.1** Power of Attorney of certain directors and officers of SBA.
------------
* Previously filed with Amendment No. 1 to the Form S-4 Registration Statement
filed on November 21, 2001.
** Previously filed as set forth on the signature page of the Form S-4
Registration Statement filed on October 12, 2001.
Item 22. 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:
II-2
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) 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.
(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 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) The undersigned registrant hereby undertakes
(1) as follows: that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items of
the applicable form.
(2) that every prospectus: (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes 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.
(d) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
II-3
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification 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.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
II-4
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of Boca
Raton, State of Florida on December 7, 2001.
SBA COMMUNICATIONS CORPORATION
By: /s/ Steven E. Bernstein
-----------------------------------------
Name: Steven E. Bernstein
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven E. Bernstein Chairman, Chief Executive Officer and Director December 7, 2001
---------------------------
Steven E. Bernstein
/s/ Jeffrey A. Stoops President and Director December 7, 2001
---------------------------
Jeffrey A. Stoops
/s/ John Marino Chief Financial Officer December 7, 2001
---------------------------
John Marino
/s/ John F. Fiedor Chief Accounting Officer December 7, 2001
---------------------------
John F. Fiedor
* Director December 7, 2001
---------------------------
Donald B. Hebb, Jr.
* Director December 7, 2001
---------------------------
C. Kevin Landry
* Director December 7, 2001
---------------------------
Richard W. Miller
* Director December 7, 2001
---------------------------
Steven E. Nielsen
*By: /s/ John Marino December 7, 2001
-----------------------
John Marino
As Attorney-in-Fact
Exhibit Index
Exhibit
Number Description
------ -----------
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the validity of the Class A
common stock.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1).
24.1** Power of Attorney of certain directors and officers of SBA.
----------
* Previously filed with Amendment No. 1 to the Form S-4 Registration Statement
filed on November 21, 2001.
** Previously filed as set forth on the signature page of the Form S-4
Registration Statement filed on October 12, 2001.