SBA COMMUNICATIONS CORP FORM 8-K (Current report filing) Filed 08/28/08 for the Period Ending 08/26/08 Address ONE TOWN CENTER RD THIRD FLOOR BOCA RATON, FL 33486 Telephone 5619957670 CIK 0001034054 Symbol SBAC SIC Code 4899 - Communications Services, Not Elsewhere Classified Industry Communications Services Sector Services Fiscal Year 12/31 http://www.edgar-online.com Copyright 2008, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) August 26, 2008 SBA Communications Corporation (Exact Name of Registrant as Specified in its Charter) Florida 000-30110 65-0716501 (State or Other Jurisdiction of Incorporation) (Commission File No.) 5900 Broken Sound Parkway N.W. Boca Raton, FL 33487 (Address of Principal Executive Offices) (Zip Code) Registrant s telephone number, including area code: (561) 995-7670 (IRS Employer Identification No.) (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 Item 5.02 (b) See Item 5.02 below. On August 26, 2008, Anthony J. Macaione resigned from his positions as Senior Vice President and Chief Financial Officer of SBA Communications Corporation (the Company ) effective as of September 12, 2008. On August 26, 2008, Mr. Macaione and the Company entered into a Resignation Agreement. Under the Resignation Agreement, Mr. Macaione will be entitled to $904,684.95 payable in twenty-four equal monthly installments. However, the first six installments will be aggregated and paid in a single lump sum on March 13, 2009. Mr. Macaione will also be entitled to receive any unpaid base salary through September 12, 2008, a cash payment for all unused vacation days as of September 12, 2008 and any unpaid reimbursement for business expenses. Additionally, Mr. Macaione will be entitled to continued coverage under the Company s medical, dental, and life insurance plans until the earlier of September 12, 2010 or the date Mr. Macaione becomes eligible for comparable benefits provided by a third party. As of September 12, 2008, Mr. Macaione s unvested stock options will be terminated and his vested stock options will remain exercisable until the earlier of the 90th day following September 12, 2008 or the expiration date of the stock options. (c) Entry into a Material Definitive Agreement. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 26, 2008, Brendan T. Cavanagh was appointed to the position of Senior Vice President and Chief Financial Officer effective as of September 12, 2008. As of September 12, 2008 through the remainder of 2008, Mr. Cavanagh s base salary will be $225,000 and his target annual bonus opportunity will be 50% of his annual base salary. Achievement of Mr. Cavanagh s target bonus opportunity is based 50% on the achievement of company-wide EBITDA targets and 50% on a subjective evaluation of his performance during the year. Mr. Cavanagh, who is 37 years old, has served as the Company s Vice President and Chief Accounting Officer since June 2004. Mr. Cavanagh joined SBA in 1998 and has held various positions, including serving as Vice President Site Administration, from January 2003 to June 2004. Prior to joining the Company, Mr. Cavanagh was a Senior Accountant with Arthur Andersen LLP where he was employed for three years. Mr. Cavanagh received his Masters of Business Administration from Florida Atlantic University. Mr. Cavanagh is a Certified Public Accountant. On August 26, 2008, Brian Lazarus was appointed to the positions of Vice President and Chief Accounting Officer effective as of September 12, 2008. As of September 12, 2008 through the remainder of 2008, Mr. Lazarus base salary will be increased by 4.45% and his target annual bonus opportunity will be 40% of his annual base salary. Achievement of Mr. Lazarus target bonus opportunity is based upon achievement of various individual performance objectives established at the beginning of the year. In addition, on September 12, 2008, Mr. Lazarus will be granted 10,000 options to purchase the Company s Class A common stock, in accordance with and subject to the terms of the Company s 2001 Equity Participation Plan, as Amended and Restated on May 16, 2002, at an exercise price equal to the closing price per share on September 12, 2008. The options will vest and become exercisable in four equal annual installments commencing on September 12, 2009 and will have a term of seven years.
Mr. Lazarus, who is 36 years old, has served as the Company s Controller since October 2006. Prior to joining the Company, Mr. Lazarus was the Corporate Controller for AllianceCare, a privately owned multi-state health care organization, from December 2003 until October 2006. From April 2001 to December 2003, Mr. Lazarus was a Senior Audit Manager with Ernst & Young LLP. Previously, Mr. Lazarus spent six years with KPMG LLP. Mr. Lazarus is a Certified Public Accountant. There is no arrangement or understanding between each of Mr. Cavanagh and Mr. Lazarus and any other person pursuant to which Mr. Cavanagh was appointed Senior Vice President and Chief Financial Officer and Mr. Lazarus was appointed Vice President and Chief Accounting Officer. There are no family relationships between each of Mr. Cavanagh and Mr. Lazarus and any of the Company s directors and executive officers, and the Company has not entered into any transactions with Mr. Cavanagh and Mr. Lazarus that would require disclosure under Item 404(a) of Regulation S-K. Item 9.01 (d) Exhibit No. Exhibits Financial Statements and Exhibits. Description 99.1 Press release issued by SBA Communications Corporation on August 26, 2008.
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. Dated: August 28, 2008 SBA COMMUNICATIONS CORPORATION By: /s/ Jeffrey A. Stoops Jeffrey A. Stoops Chief Executive Officer, President
Exhibit 99.1 SBA COMMUNICATIONS CORPORATION ANNOUNCES NEW CHIEF FINANCIAL OFFICER BOCA RATON, FL, August 26, 2008 SBA Communications Corporation (Nasdaq:SBAC) ( SBA or the Company ) today announced it has appointed Brendan Cavanagh, the Company s Vice President and Chief Accounting Officer, to Senior Vice President and Chief Financial Officer. Mr. Cavanagh succeeds Anthony Macaione, Senior Vice President and Chief Financial Officer, who has resigned to pursue other opportunities. The effective date of Mr. Macaione s resignation and Mr. Cavanagh s appointment is September 12, 2008. In addition, Brian Lazarus, SBA s Corporate Controller, has been appointed Vice President and Chief Accounting Officer to succeed Mr. Cavanagh. I am very proud of all that we have accomplished at SBA, commented Anthony Macaione. The Company is operating at a high level. Our pending acquisitions are going smoothly and are on schedule, making this the right time for my decision. I am particularly proud of the strength and depth of our accounting and finance group. With Brendan, the transition will be immediate, smooth and seamless. During Tony s tenure as CFO, SBA experienced tremendous growth, executed many successful capital markets transactions, and produced financial results that consistently met or exceeded the Company s financial guidance, commented Jeffrey A. Stoops, SBA s President and Chief Executive Officer. Significant shareholder value has been created during Tony s tenure, and he will be leaving with the Company in excellent financial condition. We are deeply appreciative of Tony s contributions and we wish him the best in his future endeavors. I also want to congratulate Brendan Cavanagh and Brian Lazarus on their new roles with the Company. I am confident that their capabilities and experience will serve SBA well in the future. Brendan Cavanagh, the Company s Vice President and Chief Accounting Officer since June 2004, joined the Company in 1998 and has served in various capacities in the Company including Vice President Site Administration and Financial Analyst - Mergers and Acquisitions. Prior to joining SBA, Mr. Cavanagh was a senior accountant for Arthur Andersen. Mr. Cavanagh is a Certified Public Accountant. Brian Lazarus joined the Company in 2006 as Corporate Controller. Prior to joining SBA, Mr. Lazarus was the corporate controller from 2003 until 2006 for Alliance Care, a health care provider. Prior to 2003, Mr. Lazarus was a senior manager for Ernst &Young. Mr. Lazarus is a Certified Public Accountant. SBA is a leading independent owner and operator of wireless communications infrastructure in the United States. SBA generates revenue from two primary businesses - site leasing and site development services. The primary focus of the Company is the leasing of antenna space on its multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Since it was founded in 1989, SBA has participated in the development of over 35,000 antenna sites in the United States. For additional information about SBA, please contact Pam Kline, Vice-President-Capital Markets, at (561) 226-9232 or visit our website at www.sbasite.com.