posam
 

As filed with the Securities and Exchange Commission on December 10, 2002

Registration No. 333-45728
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
ON
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPECTRASITE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   56-2027322
(State or other   (I.R.S. Employer
jurisdiction of   Identification Number)
incorporation or    
organization)    
     
100 Regency Forest Drive   David P. Tomick
Suite 400   SpectraSite Holdings, Inc.
Cary, North Carolina 27511   100 Regency Forest Drive
(919) 468-0112   Suite 400
(Address, including zip code, and telephone number, including   Cary, North Carolina 27511
area code, of registrant’s principal executive offices)   (919) 468-0112
(Name, address, including zip code, and telephone number
    including area code, of registrant’s agent for service)

Copies to:
     
Thomas D. Twedt   Bruce A. Gutenplan
Dow, Lohnes & Albertson, PLLC   Paul, Weiss, Rifkind, Wharton & Garrison
1200 New Hampshire Avenue, N.W   1285 Avenue of the Americas
Washington, D.C. 20036   New York, NY 10019-6064
(202) 776-2000   (212) 373-3000

     Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those shares of the registrant’s common stock that were registered on behalf of the selling stockholders named in the registrant’s prospectus dated January 8, 2001.

     If the only securities being registered on this form are being offered pursuant to dividend reinvestment plans, please check the following box. [  ]

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [  ]

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [  ]

This post-effective amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine.

 

 

DEREGISTRATION OF SHARES

On January 5, 2001, SpectraSite Holdings, Inc. filed this registration statement on Form S-3 for the purpose of registering shares of SpectraSite’s common stock on behalf of the selling stockholders named in SpectraSite’s prospectus dated January 8, 2001, which was a part of this registration statement. On January 8, 2001, the Securities and Exchange Commission declared this registration statement, as amended, effective.

Pursuant to the terms of the registration rights agreement that required SpectraSite to file this registration statement, SpectraSite is no longer required to keep the registration statement effective. As a result, this Post-Effective Amendment No. 1 to the registration statement is being filed to deregister, as of the date hereof, any and all unsold shares, up to and including the 9,041,759 shares of common stock initially registered.

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, SpectraSite Holdings, Inc. has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cary, State of North Carolina, on December 10, 2002.

     
  SPECTRASITE HOLDINGS, INC
 
  By: /s/ Stephen H. Clark
Stephen H. Clark
President, Chief Executive Officer and a Director

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment has been signed by the following persons in the capacities and on the dates indicated.

         
Signature   Title   Date
 
 
 
/s/ Stephen H. Clark
Stephen H. Clark		   President, Chief Executive Officer and a Director (principal executive officer)  
December 10, 2002
 
/s/ David P. Tomick
David P. Tomick		   Executive Vice President and Chief Financial Officer and a Director (principal financial officer)  
December 10, 2002
 
*
Calvin J. Payne		   Executive Vice President—Design and Construction and a Director  
December 10, 2002
 
/s/ Daniel I. Hunt
Daniel I. Hunt		   Vice President—Finance and Administration (principal accounting officer)  
December 10, 2002
 
/s/ Timothy G. Biltz
Timothy G. Biltz		   Chief Operating Officer and a Director  
December 10, 2002
 
Steven M. Shindler		   Director    

* Power of Attorney

     Stephen H. Clark, by signing his name hereto, does sign this document on behalf of each of the persons indicated above for whom he is attorney-in fact pursuant to a power of attorney duly executed by such person and filed with the Securities and Exchange Commission.

     
  By: /s/ Stephen H. Clark
Stephen H. Clark
Attorney-In-Fact