SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 12, 2002 SPECTRASITE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) DELAWARE -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 0-27217 56-2027322 -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 100 REGENCY FOREST DRIVE SUITE 400 CARY, NORTH CAROLINA 27511 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (919) 468-0112 ---------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. ------------ On July 12, 2002, SpectraSite Holdings Inc. (the "Company") issued a press release announcing the expiration of its tender offers to purchase a portion of the Company's outstanding 10.75% Senior Notes due 2010, 12.50% Senior Notes due 2010, 12.00% Senior Discount Notes due 2008, 11.25% Senior Discount Notes due 2009 and 12.875% Senior Discount Notes due 2010 (collectively, the "Notes") and the termination of its private offers to bondholders that are "Qualified Institutional Buyers" to exchange a portion of the Notes for up to $75 million of new convertible notes to be issued by the Company and SpectraSite Intermediate Holdings, LLC, its wholly owned subsidiary. In addition, the Funding Agreement with Welsh, Carson, Anderson & Stowe has been terminated to reflect the expiration of the offers. A copy of the press release and the Joint Termination of Funding Agreement between the Company and Welsh, Carson are attached to this Report as exhibits and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Exhibits. 10.1 Joint Termination of Funding Agreement, dated July 12, 2002, by and among the Registrant, SpectraSite Intermediate Holdings, LLC and the Purchasers (as defined therein). 99.1 Press Release dated July 12, 2002. 3 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. SPECTRASITE HOLDINGS, INC. Dated: July 16, 2002 BY: /s/ Daniel I. Hunt --------------------------------------- Daniel I. Hunt Vice President and Principal Accounting Officer 4 EXHIBIT INDEX ------------- 10.1 Joint Termination of Funding Agreement, dated July 12, 2002, by and among the Registrant, SpectraSite Intermediate Holdings, LLC and the Purchasers (as defined therein). 99.1 Press Release dated July 12, 2002.