As filed with the Securities and Exchange Commission on January 4, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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 Number)
116 Huntington Avenue, Boston, MA 02116
(Address of Principal Executive Offices)
AMENDED AND RESTATED AMERICAN TOWER SYSTEMS CORPORATION
1997 STOCK OPTION PLAN
(Full Title of the Plan)
Steven B. Dodge
Chairman and Chief Executive Officer
American Tower Corporation
116 Huntington Avenue
Boston, MA 02116
(Name and Address of Agent For Service)
(617) 375-7500
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Matthew J. Gardella, Esq.
Hale and Dorr LLP
60 State Street
Boston, MA 02109
(617) 526-6000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount Of
Title Of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered(1) Per Share Price Fee
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Class A Common Stock,
$.01 par value 3,000,000 $8.925 $26,775,000 (1) $6,399.23
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(1) Pursuant to Rule 416 of the Securities Act, this Registration Statement
shall also cover any additional shares of Class A Common Stock which become
issuable under the Plan being registered pursuant to this Registration
Statement by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) Estimated pursuant to Rule 457 (c) solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices of
the Class A Common Stock on the New York Stock Exchange on December 27,
2001.
The prospectus included in this Registration Statement is a combined
prospectus which also relates to an aggregate of 24,000,000 shares of Class A
Common Stock previously registered under the Company's registration statements
on Form S-8 filed on May 6, 1998 (File No. 333-51959) and July 12, 2000 (File
No. 333-41224).
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 3,000,000 shares of Class A Common Stock of American
Tower Corporation (the "Company") authorized for issuance under the Amended and
Restated American Tower Systems Corporation 1997 Stock Option Plan (the "Plan").
These additional shares have become authorized for issuance, effective September
30, 2001, as a result of the operation of the "evergreen" provision contained in
the Plan. This provision provides for annual increases in the shares authorized
for issuance under the Plan pursuant to a specified formula.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of two
registration statements on Form S-8 (File Nos. 333-51959 and 333-41224)
previously filed by the Company with respect to securities offered pursuant to
the Plan are hereby incorporated by reference herein, and the opinions and
consents listed below are filed herewith.
Exhibits
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Exhibit
Number Description
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5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 4th
day of January, 2002.
AMERICAN TOWER CORPORATION
By: /s/ Steven B. Dodge
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Steven B. Dodge
Chairman and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of American Tower Corporation,
hereby severally constitute Steven B. Dodge and Justin D. Benincasa, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
American Tower Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven B. Dodge Chairman and Chief Executive Officer January 4, 2002
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Steven B. Dodge
/s/ Bradley E. Singer Chief Financial Officer and Treasurer January 4, 2002
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Bradley E. Singer
Signature Title Date
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/s/ Justin D. Benincasa Senior Vice President and January 4, 2002
--------------------------------- Corporate Controller
Justin D. Benincasa
/s/ Alan L. Box Executive Vice President and Director January 4, 2002
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Alan L. Box
/s/ Joseph L. Winn Vice Chairman January 4, 2002
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Joseph L. Winn
/s/ Arnold L. Chavkin Director January 4, 2002
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Arnold L. Chavkin
/s/ David W. Garrison Director January 4, 2002
---------------------------------
David W. Garrison
/s/ J. Michael Gearon, Jr. Vice Chairman and Director January 4, 2002
---------------------------------
J. Michael Gearon, Jr.
/s/ Fred R. Lummis Director January 4, 2002
---------------------------------
Fred R. Lummis
/s/ Thomas H. Stoner Director January 4, 2002
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Thomas H. Stoner
/s/ Maggie Wilderotter Director January 4, 2002
---------------------------------
Maggie Wilderotter
Exhibit Index
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Exhibit
Number Description
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5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
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