SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
SPECTRASITE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 56-2027322
(State of Incorporation or Organization) (IRS Employer Identification)
100 REGENCY FOREST DRIVE, SUITE 400
CARY, NORTH CAROLINA 27511
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name Of Each Exchange on Which
To Be So Registered Each Class Is To Be Registered
--------------------------------------------------------------------------------
NONE. NONE.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Warrants to purchase Common Stock
Par value $.01 per share
This registration statement contains a total of 4 pages.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
In connection with the Plan of Reorganization of SpectraSite, Inc. (the
"Company") (the "Plan"), the Company will be issuing warrants (the "Warrants")
to purchase 1,250,000 shares of common stock, par value $.01 per share (the
"Common Stock").
The Warrants will be exercisable immediately upon their date of
issuance. The Warrants will have an initial exercise price of $32.00 per share
(the "Exercise Price"), subject to certain adjustments and anti-dilution
protections briefly discussed below and more fully set forth in the form of
Warrant Agreement, dated as of February 10, 2003, between the Company and
EquiServe Trust Company, N.A. (the "Warrant Agreement"). The Warrants may be
exercised in whole or in part, at any time and from time to time until February
10, 2010 (the "Expiration Date"). The Warrants will cease to be exercisable,
terminate and become void on the Expiration Date, and all rights under the
Warrants and the Warrant Agreement will cease at that time.
Under the Warrant Agreement, the Exercise Price, the number of shares
covered by each Warrant and the number of Warrants outstanding are subject to
adjustment from time to time as a result of the Company, among other things, (i)
declaring a dividend on shares of Common Stock payable in shares of any class of
capital stock of the Company, (ii) subdividing the outstanding shares of Common
Stock into a greater number of shares of Common Stock, (iii) combining the
outstanding shares of Common Stock into a smaller number of shares, (iv) issuing
any shares of capital stock in a reclassification of shares of the Common Stock,
(v) fixing a record date for the issuance of rights, options, or warrants to all
holders of Common Stock at an exercise price that is less than the then current
market price for the Common Stock at an exercise price that is less than the
then current market price for the Common Stock, (vi) fixing a record date for
the making of a dividend or distribution to all holders of Common Stock of any
evidences of indebtedness or assets or subscription rights or warrants, or (vii)
consummating a tender offer for or otherwise repurchasing or redeeming Common
Stock.
The warrant agent for the Warrants is EquiServe Trust Company, N.A.
The foregoing is only a summary of significant terms and provisions of
the Warrants and as such is qualified in its entirety by reference to the
Warrant Agreement, a copy of which is attached hereto as Exhibit 4.1.
2
ITEM 2. EXHIBITS.
4.1 Warrant Agreement, dated as of February 10, 2003, between
SpectraSite, Inc. and EquiServe Trust Company, N.A., as
Warrant Agent (including form of warrant certificate)
(incorporated by reference to the Current Report on Form 8-K
filed by the Registrant on February 11, 2003).
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amended registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SPECTRASITE, INC.
/s/ Steven Lilly
---------------------------
Name: Steven Lilly
Title: Vice President
DATE: February 11, 2003
4