As filed with the Securities and Exchange Commission on July 12, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 65-0723837
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500
(Address of Principal Executive Offices including zip code)
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American Tower Systems Corporation
1997 Stock Option Plan
(Full titles of the plan)
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Steven B. Dodge
Chairman of the Board of
Directors and Chief Executive Officer
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
(617) 375-7500
(Name, address and telephone number of Agent For Service)
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Copy to:
Norman A. Bikales, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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If, as a result of stock splits, stock dividends or similar transactions, the
number of securities purported to be registered on this Registration Statement
changes, the provisions of Rule 416 shall apply to this Registration Statement.
The prospectus included in this Registration Statement is a combined prospectus
which also relates to 15,000,000 shares of common stock previously registered
under the Company's registration statement on Form S-8 dated April 28, 1998 and
filed on May 6, 1998 (file no. 333-51959).
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Amount of
to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
---------------- ---------- ------------------ ----------------- ----------------
Class A Common Stock, par
value $.01 per share 9,000,000 $43.53125 $391,781,250 $103,430.25
(1) The proposed maximum offering price per share and the proposed maximum aggregate offering price have been
estimated solely for purpose of calculating the amount of the registration fee in accordance with Rules
457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high
and low prices of the Class A Common Stock on the New York Stock Exchange on July 7, 2000.
A registration fee of $81,460 was paid upon the filing of the prior
registration statement.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information; Item 2. Registrant Information and Employee Plan
Annual Information.
The documents containing the information required by these items will
be given to employees participating in the American Tower Systems Corporation
1997 Stock Option Plan and are not required to be filed with the Securities and
Exchange Commission (the "Commission") as part of the registration statement or
as an exhibit thereto.
Employees participating in the Plan may obtain, without charge, a copy
of the Plan or the documents set forth in Item 3, below, by request to Ms. Anne
Alter, Director of Investor Relations, American Tower Corporation, 116
Huntington Avenue, Boston, Massachusetts 02116 ((617) 375-7500).
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Insofar as additional securities are being registered of the same class
as other securities for which a registration statement filed on this form
relating to an employee benefit plan is effective, in accordance with General
Instruction E to the Registration Statement on Form S-8, American Tower
Corporation (the "Company") hereby incorporates by reference the contents of the
Company's Registration Statement on Form S-8 dated April 28, 1998 and filed on
May 6, 1998 (file no. 333-51959) and omits the information required by Part II
from this registration statement, other than Item 3, Item 5 and Item 8 below,
which have been updated.
Item 3. Incorporation of Documents by Reference.
The Company previously registered under the Securities Act of 1933 an
aggregate of 15,000,000 shares of common stock offered pursuant to the American
Tower Systems Corporation 1997 Stock Option Plan pursuant to a registration
statement on Form S-8 (file no. 333-51959) dated April 28, 1998 and filed with
the Commission on May 6, 1998, which is incorporated in this registration
statement by reference.
The following additional documents, which have been filed by the
Company with the Commission, are incorporated by reference in and made a part of
this registration statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(c) The Company's Current Reports on Form 8-K dated January 28,
2000, January 31, 2000, February 9, 2000, February 24, 2000,
March 14, 2000, March 30, 2000, April 13, 2000, May 15, 2000,
May 23, 2000, June 12, 2000, June 23, 2000 and June 29, 2000;
and
(d) The description of the Common Stock contained in the Company's
registration statement on Form 8-A filed on June 4, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
herein, or in any subsequently filed document which also is or is deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
II-1
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. As of June 1, 2000,
Norman A. Bikales, a member of the firm of Sullivan & Worcester LLP, owned
11,000 shares of our Class A common stock and 41,490 shares of Class B common
stock and had options to purchase 20,000 shares of Class A common stock at
$10.00 per share and 25,000 shares of Class A common stock at $23.813 per share.
Mr. Bikales and other partners and associates of that firm serve as secretary or
assistant secretaries for us and certain of our subsidiaries.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Sullivan & Worcester LLP.*
23.1 Consent of Sullivan & Worcester LLP (contained in
the opinion of Sullivan & Worcester LLP filed
herewith as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.*
23.3 Consent of KPMG LLP.*
23.4 Consent of KPMG LLP.*
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on this 12th
day of July, 2000.
AMERICAN TOWER CORPORATION
By: /s/ Steven B. Dodge
Steven B. Dodge
Chairman of the Board, President and
Chief Executive Officer
The undersigned Officers and Directors of the Company hereby severally
constitute Steven B. Dodge, Joseph L. Winn and Jonathan R. Black, and each of
them acting singly, our true and lawful attorneys to sign for us and in our
names in the capacities indicated below any amendments to this registration
statement on Form S-8 (including any post-effective amendments hereto) and to
file the same, with Exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys, acting
singly, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming our signatures to said amendments to this registration statement
signed by our said attorneys and all else that said attorneys may lawfully do
and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Company in the capacities indicated on the 11th day of July, 2000.
Signatures Title
/s/ Steven B. Dodge
Steven B. Dodge Chairman, President and Chief Executive Officer
/s/ Alan L. Box
Alan L. Box Executive Vice President and Director
/s/ Joseph L. Winn
Joseph L. Winn Chief Financial Officer and Treasurer
/s/ Justin D. Benincasa
Justin D. Benincasa Vice President and Corporate Controller
/s/ Arnold L. Chavkin
Arnold L. Chavkin Director
/s/ Dean H. Eisner
Dean H. Eisner Director
/s/ Jack D. Furst
Jack D. Furst Director
/s/ J. Michael Gearon, Jr.
J. Michael Gearon, Jr. Executive Vice President and Director
Fred R. Lummis Director
Randall T. Mays Director
Thomas H. Stoner Director
/s/ Maggie Wilderotter
Maggie Wilderotter Director
EXHIBIT 5.1
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
July 12, 2000
American Tower Corporation
116 Huntington Avenue
Boston, MA 02116
Re: Registration of Stock Option Plan Amendment on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by American Tower Corporation, a Delaware corporation
(the "Company"), of 9,000,000 shares of its Class A Common Stock, par value $.01
per share ("Common Stock"), that are to be offered under and are issuable upon
the exercise of options granted and to be granted pursuant to the provisions of
the American Tower Systems Corporation 1997 Stock Option Plan (the "Stock Option
Plan") (all such shares shall be referred to herein as the "Registered Shares"),
the following opinion is furnished to you to be filed with the Securities and
Exchange Commission (the "Commission") as Exhibit 5.1 to the Company's
registration statement on Form S-8 (the "Registration Statement") under the Act.
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Restated Articles of Incorporation of the Company, as presently in effect,
corporate records of the Company, and such other documents as we have considered
necessary in order to furnish the opinion hereinafter set forth.
We express no opinion herein as to any laws other than the Delaware
General Corporation Law and the federal law of the United States, and we express
no opinion as to state securities or blue sky laws.
Based on and subject to the foregoing, we are of the opinion that, when
issued in accordance with the terms of the Stock Option Plan and the options
granted thereunder, the Registered Shares will be duly authorized, validly
issued, fully paid and nonassessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement.
American Tower Corporation
July 12, 2000
Page 2
In giving such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of American Tower Corporation on Form S-8 of our report dated March 1, 2000,
appearing in the Annual Report on Form 10-K of American Tower Corporation for
the year ended December 31, 1999.
/S/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
July 10, 2000
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
UNIsite, Inc. and Subsidiaries:
We consent to the incorporation by reference in the registration statement
on Form S-8 of American Tower Corporation of our report dated January 14, 2000,
with respect to the consolidated balance sheets of UNIsite, Inc. and
Subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, redeemable convertible preferred stock and
stockholders' deficit, and cash flows for each of the years in the three-year
period ended December 31, 1999 which report appears in the Form 8-K of American
Tower Corporation dated March 30, 2000.
/s/ KPMG LLP
Tampa, Florida
July 10, 2000
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
ICG Satellite Services, Inc.
We consent to the incorporation by reference in the registration statement
on Form S-8 for the 1997 Stock Option Plan of American Tower Corporation of our
report dated February 28, 2000, with respect to the consolidated balance sheet
of ICG Satellite Services, Inc. and subsidiary as of November 30, 1999, and the
related consolidated statements of operations and accumulated deficit and cash
flows for the eleven-month period ended November 30, 1999, which report appears
in the Form 8-K of American Tower Corporation dated March 30, 2000.
/s/ KPMG LLP
Denver, Colorado
July 10, 2000