01—Abstract
Summary
Summary of the 10-K/A filed April 30, 2003. Cited figures are marked; the original filing is the authoritative source.
This Amendment No. 1 on Form 10-K/A for the fiscal year ended December 31, 2002 of SBA Communications Corporation, filed April 30, 2003, supplies Part III information (Items 10 through 13) covering directors, executive officers, executive compensation, security ownership, and related transactions.
The filing reports that the registrant's Class A common stock had an aggregate market value of approximately $61.0 milliona held by non-affiliates as of June 28, 2002, and that 45,670,043 Class A shares and 5,455,595 Class B shares were outstanding as of April 15, 2003. The closing price of Class A common stock on December 31, 2002 was $.41. The filing shows concentrated control and insider ownership.
Founder Steven E. Bernstein, Chairman, holds all 5,455,595 Class B shares, which the filing states represent 54.2%b of total voting power. All current directors and executive officers as a group are reported to beneficially own 15.2% of the Class A common stock and 56.4% of total voting power.
Two outside holders are listed as 5%c beneficial owners: Amalgamated Gadget, L.P. with 3,000,000 Class A shares and Richard B. Worley with 4,000,000 Class A shares. On compensation, the filing reports that Jeffrey A.
Stoops, President and Chief Executive Officer, earned a 2002 salary of $414,804d and received a 180,000-share option grant at $12.94 per share. The company granted 2,444,610 options in 2002, of which 1,151,000 were issued under a stock option exchange program.
Equity compensation plans approved by shareholders had 2,847,786 options outstanding at a weighted-average exercise price of $11.37 and 4,726,987 shares remaining available for future issuance. The filing also describes employment agreements that provide severance payments tied to salary and bonus, including three times annual base salary plus bonus for Mr. Stoops upon termination without cause or resignation for good reason.
02—Key points
Key Highlights
- Voting control is concentrated: Chairman Steven E. Bernstein holds all 5,455,595 Class B shares, stated as 54.2% of total voting power.
- Directors and executive officers as a group are reported to beneficially own 15.2% of Class A common stock and 56.4% of total voting power.
- Non-affiliate market value of the registrant's voting stock was approximately $61.0 million as of June 28, 2002; Class A closing price on December 31, 2002 was $.41.
- Shares outstanding as of April 15, 2003 were 45,670,043 Class A and 5,455,595 Class B.
- The company granted 2,444,610 stock options in fiscal 2002, including 1,151,000 under a stock option exchange program in which options were surrendered June 18, 2002 and reissued December 19, 2002 at a 3-for-2 ratio.
- Equity plans approved by shareholders had 2,847,786 options outstanding at a $11.37 weighted-average exercise price and 4,726,987 shares available for future grants.
- Stoops' employment agreement provides severance of three times the sum of annual base salary, reference bonus, and certain benefits upon termination without cause or resignation for good reason; Hunt's agreement guarantees $1,000,000 in vested options and restricted stock value, with a shortfall payment due on the earlier of September 19, 2003 or an Acceleration Event.
03—Questions
Frequently Asked Questions
Who controls SBA Communications and how is voting power divided?
According to the filing, Steven E. Bernstein holds all 5,455,595 Class B shares, which the filing states represent 54.2% of total voting power. Jeffrey A. Stoops is reported to beneficially own 1,654,919 Class A shares, or 1.6% of total voting power. The filing indicates all directors and executive officers as a group hold 56.4% of total voting power.
Who runs the company and what did they earn in 2002?
Jeffrey A. Stoops is President and Chief Executive Officer, with 2002 salary of $414,804 and a bonus shown as none, since he elected stock options instead of an annual cash bonus. Kurt L. Bagwell, Chief Operating Officer, had 2002 salary of $245,958. Thomas P. Hunt, Senior Vice President and General Counsel, had 2002 salary of $239,423 and bonus of $120,000. John Marino, Senior Vice President and Chief Financial Officer through March 31, 2003, had 2002 salary of $219,427.
How much dilution do existing equity plans create?
The filing reports 2,847,786 securities to be issued upon exercise of outstanding options, warrants and rights under plans approved by security holders, at a weighted-average exercise price of $11.37. It also reports 4,726,987 securities remaining available for future issuance, and no equity compensation plans outside shareholder approval.
Were there any insider reporting problems or related-party transactions?
The filing states that all Section 16(a) requirements were complied with during 2002, except that Messrs. Bagwell, Fiedor, Hunt, Marino and Ms. Kline each failed to report one transaction on a timely basis. It also states that during 2002 the company had no relationships or transactions with executive officers or directors requiring disclosure under Item 404 of Regulation S-K.
What is the purpose of this amendment?
This Amendment No. 1 on Form 10-K/A for the fiscal year ended December 31, 2002 provides Part III information, covering directors and executive officers, executive compensation, security ownership of beneficial owners and management, and related transactions. It is dated and signed April 30, 2003.
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