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): April 29, 2005
SPECTRASITE, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
001-31769 56-2027322
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(Commission File Number) (I.R.S. Employer Identification Number)
400 Regency Forest Drive, Cary, North Carolina 27511
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(Address of principal executive offices) (Zip Code)
(919) 468-0112
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
MERGER AGREEMENT
On May 3, 2005, SpectraSite, Inc., a Delaware corporation (the
"Company") entered into an Agreement and Plan of Merger ("Merger Agreement")
with American Tower Corporation ("ATC) providing for, among other things, the
merger of SpectraSite with a wholly owned subsidiary of ATC.
The Merger Agreement relating to the transactions described in the
Form 8-K filed by the Registrant with the Securities and Exchange Commission on
May 4, 2005 (the "May 4 Form 8-K") is attached hereto as Exhibit 2.1 and
incorporated by reference herein.
CAUTIONARY STATEMENTS
The Merger Agreement has been included to provide investors with
information regarding its terms. Except for their status as the contractual
documents that establish and govern the legal relations among the parties
thereto with respect to the transactions described in the May 4 Form 8-K, the
Merger Agreement is not intended to be a source of factual, business or
operational information about the parties.
The representations, warranties and covenants made by the parties in
the Merger Agreement are qualified, including by information in disclosure
letters that the parties exchanged in connection with the execution of the
Merger Agreement. Representations and warranties may be used as a tool to
allocate risks between the respective parties to the Merger Agreement, including
where the parties do not have complete knowledge of all facts. Investors are not
third-party beneficiaries under the Merger Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the Registrant or
ATC or any of their respective affiliates.
STOCKHOLDER APPROVAL OF 2005 INCENTIVE PLAN
On May 2, 2005, at the Annual Meeting of the Stockholders of the
Company, the stockholders voted to approve the SpectraSite, Inc. 2005 Incentive
Plan (the "Plan"). The Plan provides for a maximum of 3,200,000 shares of the
Company's common stock, par value $0.01 per share, to be reserved for issuance.
All employees of the Company (approximately 450 persons) and its non-employee
directors are eligible to receive awards under the Plan. These awards may be
granted in the form of stock options, stock appreciation rights, restricted
stock awards, restricted stock units and stock awards. Based upon the
recommendation of the Compensation Committee of the Company's Board of
Directors, the Plan, as amended, was unanimously approved by the Company's board
of directors on March 30, 2005, subject to stockholder approval.
The foregoing description of the Plan does not purport to be
complete. A description of the terms of the Plan can be found in the Company's
definitive proxy statement for the 2005 Annual Meeting of the Stockholders held
on May 2, 2005, which was filed with the Securities and Exchange Commission on
March 31, 2005. The section
of the definitive proxy statement entitled "Proposal No. 2 - Approval of the
SpectraSite, Inc. 2005 Incentive Plan" and Exhibit A to the definitive proxy
statement, entitled "Exhibit A - SpectraSite, Inc. 2005 Incentive Plan" are
incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
On April 29, 2005, the Company cash settled its market price
adjustment obligation under the previously announced accelerated stock buy back
agreement (the "ASB") with Goldman, Sachs & Co. ("GS&Co.") by making a cash
payment of approximately $9.41 million to GS&Co. On November 22, 2004, the
Company announced the repurchase of approximately $150.0 million of its
outstanding common stock, or approximately 2.7 million shares, under the ASB.
Under the ASB, the repurchased shares were subject to a market price adjustment
provision which required that the Company make a payment in either cash or stock
based on the volume weighted average market trading price of its shares from
November 18, 2004, through March 18, 2005. The Company had previously elected to
settle the ASB transaction with shares of its common stock, as set forth in a
press release of the Company dated March 31, 2005, however, the Company and
GS&Co. subsequently agreed to cash settle the ASB.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of
May 3, 2005, by and among American Tower
Corporation, a Delaware corporation, Asteroid
Merger Sub, LLC, a Delaware limited liability
company and a directly wholly owned subsidiary
of American Tower Corporation, and SpectraSite,
Inc., a Delaware corporation.
SIGNATURES
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.
SPECTRASITE, INC.
Date: May 5, 2005 By: /s/ Mark A. Slaven
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Name: Mark A. Slaven
Title: Chief Financial Officer
EXHIBIT INDEX
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2.1 Agreement and Plan of Merger, dated as of May 3, 2005, by and
among American Tower Corporation, a Delaware corporation,
Asteroid Merger Sub, LLC, a Delaware limited liability company
and a directly wholly owned subsidiary of American Tower
Corporation, and SpectraSite, Inc., a Delaware corporation.