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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SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Post Office Box 7997, Shawnee Mission, Kansas 66207-0997
(Address of principal executive offices)
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1997 LONG-TERM STOCK INCENTIVE PROGRAM
(Full title of the Plan)
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CLAUDIA S. TOUSSAINT
Vice President - Law, Corporate Governance and Corporate Secretary
P.O. Box 7997
Shawnee Mission, Kansas 66207-0997
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(913) 794-1513
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering Registration
To be registered registered(1) unit price Fee
FON Common Stock,
Series 1, $2.00 par
value (including the
associated preferred
stock purchase rights)
(2). . . . . . . . . . 12,000,000 $17.515(3) $210,180,000.00(3) $17,003.56
PCS Common Stock,
Series 1, $1.00 par
value (including the
associated preferred
stock purchase rights)
(4). . . . . . . . . . 8,000,000 $ 5.98(5) $ 47,840,000.00(5) $ 3,870.26
(1) This Registration Statement also relates to an indeterminate number of
additional shares of FON Common Stock, Series 1 (and associated preferred
stock purchase rights) and PCS Common Stock, Series 1 (and associated
preferred stock purchase rights) that may be issued pursuant to
anti-dilution and adjustment provisions of the 1997 Long-Term Stock
Incentive Program.
(2) Each share of FON Common Stock, Series 1 also includes one-half of a
preferred stock purchase right (FON Group Right). No separate consideration
is payable for the preferred stock purchase rights. Accordingly no
additional registration fee is required.
(3) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h)(1). The average of the high and low prices of
the FON Common Stock on January 9, 2004, as reported in the consolidated
reporting system, was $17.515.
(4) Each share of PCS Common Stock, Series 1 also includes one-half of a
preferred stock purchase right (PCS Group Right). No separate consideration
is payable for the preferred stock purchase rights. Accordingly no
additional registration fee is required.
(5) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h)(1). The average of the high and low prices of
the PCS Common Stock on January 9, 2004, as reported in the consolidated
reporting system, was $5.98.
Explanatory Note
The shares of common stock registered pursuant to this registration
statement will be issued under the 1997 Long-Term Stock Incentive Program,
including shares to be issued pursuant to plans adopted by Sprint's board of
directors under and pursuant to the terms of the 1997 Long-Term Stock Incentive
Program, such as the 1990 Stock Option Plan and the 1990 Restricted Stock Plan.
In addition to this registration statement, separate registration statements
have been filed registering shares of common stock for issuance pursuant to the
1990 Stock Option Plan (Nos. 33-59349, 333-46491, 333-68739, 333-54108,
333-59124 and 333-103691), for issuance pursuant to the 1990 Restricted Stock
Plan (No. 333-103689), for issuance as Outside Directors' Shares under the 1997
Long-Term Stock Incentive Program (No. 33-25449) and for issuance on exercise of
Outside Directors' Stock Options under the 1997 Long-Term Stock Incentive
Program (No. 33-31802). The remaining unsold shares on these registration
statements remain available for issuance under the specific plan or type of
award for which the registration statement was filed.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Corporation ("Sprint") with the
Securities and Exchange Commission (File No. 1-04721) are incorporated in this
Registration Statement by reference:
o Sprint's Annual Report on Form 10-K for the year ended December 31,
2002.
o Sprint's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003.
o Sprint's Quarterly Report on Form 10-Q for the quarter ended June 30,
2003.
o Sprint's Quarterly Report on Form 10-Q for the quarter ended September
30, 2003.
o Sprint's Current Report on Form 8-K dated January 3, 2003, and filed
January 8, 2003.
o Sprint's Current Report on Form 8-K dated February 5, 2003, and filed
February 6, 2003.
o Sprint's Current Report on Form 8-K dated March 18, 2003, and filed
March 19, 2003.
o Sprint's Current Report on Form 8-K dated March 19, 2003, and filed
March 19, 2003.
o Sprint's Current Report on Form 8-K dated June 10, 2003, and filed
June 11, 2003.
o Sprint's Current Report on Form 8-K dated September 10, 2003 and filed
September 10, 2003.
o Sprint's Current Report on Form 8-K/A dated October 14, 2003 and filed
December 2, 2003.
o Sprint's Current Report on Form 8-K dated December 1, 2003 and filed
December 4, 2003.
o Sprint's Current Report on Form 8-K dated December 8, 2003 and filed
December 9, 2003.
II-1
o Description of FON Common Stock contained in Amendment No. 6 to
Sprint's Registration Statement on Form 8-A relating to Sprint's FON
Common Stock, filed December 17, 2003.
o Description of FON Group Rights contained in Amendment No. 4 to
Sprint's Registration Statement on Form 8-A relating to Sprint's FON
Group Rights, filed April 2, 2003.
o Description of PCS Common Stock contained in Amendment No. 6 to
Sprint's Registration Statement on Form 8-A relating to Sprint's PCS
Common Stock, filed December 17, 2003.
o Description of PCS Group Rights contained in Amendment No. 3 to
Sprint's Registration Statement on Form 8-A relating to Sprint's PCS
Group Rights, filed April 2, 2003.
All documents subsequently filed by Sprint pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, before 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 of
this Registration Statement from the date of the filing of such documents.
Sprint expressly excludes from such incorporation information furnished pursuant
to Item 9 or Item 12 of any Current Report on Form 8-K, and the Audit Committee
Report, the Report of the Compensation Committee, and the Performance Graph
contained in any proxy statement filed by Sprint pursuant to Section 14 of the
Securities Exchange Act of 1934, subsequent to the date of filing of this
Registration Statement and before the termination of the offering of the
securities covered by this Registration Statement.
Item 4. Description of Securities
See Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel
The validity of the authorized and unissued shares of FON Common Stock and
the related FON Group Rights and PCS Common Stock and the related PCS Group
Rights to be issued under the 1997 Long-Term Stock Incentive Program was passed
upon by Michael T. Hyde, Assistant Secretary of Sprint.
Item 6. Indemnification of Directors and Officers
Consistent with Section 17-6305 of the Kansas Statutes Annotated, Article
IV, Section 9 of the Bylaws of Sprint provides that Sprint will indemnify
directors and officers of the corporation against expenses, judgments, fines and
amounts paid in settlement in connection with any action, suit or proceeding if
the director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the
II-2
best interests of Sprint. With respect to a criminal action or proceeding, the
director or officer must also have had no reasonable cause to believe his
conduct was unlawful.
Under Section 9, Sprint may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of Sprint, or
who is or was serving at the request of Sprint as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability arising out of his status as such, whether or
not Sprint would have the power to indemnify such persons against such
liability. Sprint carries standard directors and officers liability coverage for
its directors and officers. Subject to certain limitations and exclusions, the
policies reimburse Sprint for liabilities indemnified under Section 9.
Sprint has entered into indemnification agreements with its directors and
officers. These agreements provide for the indemnification, to the full extent
permitted by law, of expenses, judgments, fines, penalties and amounts paid in
settlement incurred by the director or officer in connection with any
threatened, pending or completed action, suit or proceeding on account of
service as a director, officer or agent of Sprint.
II-3
Item 8. Exhibits
Exhibit
Number Exhibits
4-A. The rights of Sprint's equity security holders are defined in Article
Fifth, Article Sixth, Article Seventh and Article Eighth of the Restated
Articles of Incorporation of Sprint Corporation. The Restated Articles are
filed as Exhibit 3.1 to Amendment No. 6 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
filed December 17, 2003, and incorporated herein by reference.
4-B. Amended and Restated Rights Agreement dated as of November 23, 1998,
between Sprint Corporation and UMB Bank, n.a., as Rights Agent (filed as
Exhibit 4.1 to Amendment No. 1 to Sprint Corporation's Registration
Statement on Form 8-A relating to Sprint's PCS Group Rights, filed November
25, 1998, and incorporated herein by reference).
4-C. Amendment dated March 28, 2003, to Amended and Restated Rights Agreement
between Sprint Corporation and UMB, n.a., as Rights Agent (filed as Exhibit
4.2 to Amendment No. 3 to Sprint Corporation's Registration Statement on
Form 8-A relating to Sprint's PCS Group Rights, filed April 2, 2003 and
incorporated herein by reference).
4-D. Provisions regarding the Kansas Control Share Acquisition Statute are set
forth in Article II, Section 5 of the Bylaws. Provisions regarding
Stockholders' Meetings are set forth in Article III of the Bylaws.
Provisions regarding the Capital Stock Committee are set forth in Article
IV, Section 12 of the Bylaws. The Bylaws are filed as Exhibit 3(b) to
Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003, and incorporated herein by reference.
4-E. Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4(c) to
Sprint Corporation's Annual Report on Form 10-K/A for the year ended
December 31, 2001, and incorporated herein by reference).
4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed
as Exhibit 4E to Post-Effective Amendment No. 2 to Sprint Corporation's
Registration Statement on Form S-3 (No. 33-58488) and incorporated herein
by reference), as amended by the Master Transfer Agreement dated January
21, 2000 between and among France Telecom, Deutsche Telekom AG, NAB
Nordamerika Beteiligungs Holding GmbH, Atlas Telecommunications, S.A.,
Sprint Corporation, Sprint Global Venture, Inc. and the JV Entities set
forth in Schedule II thereto (filed as Exhibit 2 to Sprint Corporation's
Current Report on Form 8-K dated January 26, 2000 and incorporated herein
by reference).
II-4
4-G 1997 Long-Term Stock Incentive Program (filed as Exhibit 10(k) to Sprint
Corporation's Annual Report on Form 10-K/A for the year ended December 31,
2001 and incorporated by reference).
4-H. 1990 Restricted Stock Plan, as amended (filed as Exhibit (10)(g) to Sprint
Corporation's Annual Report on Form 10-K for the year ended December 31,
2002 and incorporated herein by reference).
4-I. 1990 Stock Option Plan, as amended (filed as Exhibit (10)(f) to Sprint
Corporation's Annual Report on Form 10-K for the year ended December 31,
2002 and incorporated herein by reference).
4-J. Long-Term Incentive Compensation Plan, as amended (filed as Exhibit 10(i)
to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, and incorporated herein by reference).
4-K. Special Award Stock Plan (filed as Exhibit 10(bb) to Sprint Corporation's
Annual Report on Form 10-K for the year ended December 31, 2002 and
incorporated herein by reference).
4-L. Form of Award Agreement (awarding restricted stock units) with Directors
(filed as Exhibit 10(g) to Sprint Corporation's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003 and incorporated herein by
reference).
4-M. Form of Award Agreement (awarding restricted stock units and stock options)
with Executive Officers (filed as Exhibit 10(h) to Sprint Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and
incorporated herein by reference).
5. Opinion and consent of Michael T. Hyde, Esq.
23-A Consent of Ernst & Young LLP.
23-B Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.
24. Power of Attorney is contained on page II-7 of this Registration Statement.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the securities
being registered are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless such information is contained in a
periodic report filed by the registrant pursuant to Section 13 or
Section
II-5
15(d) of the Securities Exchange Act of 1934 and incorporated herein
by reference;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post- effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement, unless such information is
contained in a periodic report filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post- effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Overland Park, State of Kansas, on the 16th day of
January, 2004.
SPRINT CORPORATION
By: /s/ Robert J. Dellinger
(R.J. Dellinger, Executive Vice President)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint Corporation, hereby
severally constitute G. D. Forsee, Len J. Lauer, R. J. Dellinger, Thomas A.
Gerke and C. S. Toussaint 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 filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Sprint Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.
Name Title Date
/s/ G. D. Forsee Chief Executive Officer and )
(G. D. Forsee Director )
(Principal Executive )
Officer) )
)
)
/s/ Robert J. Dellinger Executive Vice President )
(R. J. Dellinger and Chief Financial Officer ) January 16, 2004
(Principal Financial Officer)
)
)
/s/ J. P. Meyer Senior Vice President and )
(J. P. Meyer) Controller )
(Principal Accounting )
Officer) )
II-7
)
/s/ DuBose Ausley )
(DuBose Ausley) Director )
)
/s/ E. L. Draper, Jr. )
(E. Linn Draper, Jr.) Director )
)
/s/ I. O. Hockaday, Jr. )
(I. O. Hockaday, Jr.) Director )
)
/s/ Linda K. Lorimer )
(L. K. Lorimer) Director )
)
/s/ C. E. Rice ) January 16, 2004
(C. E. Rice) Director )
)
/s/ Louis W. Smith )
(Louis W. Smith) Director )
)
/s/ Gerald L. Storch )
(Gerald L. Storch) Director )
)
/s/ Stewart Turley )
(Stewart Turley) Director )
)
II-8
EXHIBIT INDEX
Exhibit
Number
4-A. The rights of Sprint's equity security holders are defined in Article
Fifth, Article Sixth, Article Seventh and Article Eighth of the Restated
Articles of Incorporation of Sprint Corporation. The Restated Articles are
filed as Exhibit 3.1 to Amendment No. 6 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
filed December 17, 2003, and incorporated herein by reference.
4-B. Amended and Restated Rights Agreement dated as of November 23, 1998,
between Sprint Corporation and UMB Bank, n.a., as Rights Agent (filed as
Exhibit 4.1 to Amendment No. 1 to Sprint Corporation's Registration
Statement on Form 8-A relating to Sprint's PCS Group Rights, filed November
25, 1998, and incorporated herein by reference).
4-C. Amendment dated March 28, 2003, to Amended and Restated Rights Agreement
between Sprint Corporation and UMB, n.a., as Rights Agent (filed as Exhibit
4.2 to Amendment No. 3 to Sprint Corporation's Registration Statement on
Form 8-A relating to Sprint's PCS Group Rights, filed April 2, 2003 and
incorporated herein by reference).
4-D. Provisions regarding the Kansas Control Share Acquisition Statute are set
forth in Article II, Section 5 of the Bylaws. Provisions regarding
Stockholders' Meetings are set forth in Article III of the Bylaws.
Provisions regarding the Capital Stock Committee are set forth in Article
IV, Section 12 of the Bylaws. The Bylaws are filed as Exhibit 3(b) to
Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003, and incorporated herein by reference.
4-E. Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4(c) to
Sprint Corporation's Annual Report on Form 10-K/A for the year ended
December 31, 2001, and incorporated herein by reference).
4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed
as Exhibit 4E to Post-Effective Amendment No. 2 to Sprint Corporation's
Registration Statement on Form S-3 (No. 33-58488) and incorporated herein
by reference), as amended by the Master Transfer Agreement dated January
21, 2000 between and among France Telecom, Deutsche Telekom AG, NAB
Nordamerika Beteiligungs Holding GmbH, Atlas Telecommunications, S.A.,
Sprint Corporation, Sprint Global Venture, Inc. and the JV Entities set
forth in Schedule II thereto (filed as Exhibit 2 to Sprint Corporation's
Current Report on Form 8-K dated January 26, 2000 and incorporated herein
by reference).
4-G 1997 Long-Term Stock Incentive Program (filed as Exhibit 10(k) to Sprint
Corporation's Annual Report on Form 10-K/A for the year ended December 31,
2001 and incorporated by reference).
4-H. 1990 Restricted Stock Plan, as amended (filed as Exhibit (10)(g) to Sprint
Corporation's Annual Report on Form 10-K for the year ended December 31,
2002 and incorporated herein by reference).
4-I. 1990 Stock Option Plan, as amended (filed as Exhibit (10)(f) to Sprint
Corporation's Annual Report on Form 10-K for the year ended December 31,
2002 and incorporated herein by reference).
4-J. Long-Term Incentive Compensation Plan, as amended (filed as Exhibit 10(i)
to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, and incorporated herein by reference).
4-K. Special Award Stock Plan (filed as Exhibit 10(bb) to Sprint Corporation's
Annual Report on Form 10-K for the year ended December 31, 2002 and
incorporated herein by reference).
4-L. Form of Award Agreement (awarding restricted stock units) with Directors
(filed as Exhibit 10(g) to Sprint Corporation's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003 and incorporated herein by
reference).
4-M. Form of Award Agreement (awarding restricted stock units and stock options)
with Executive Officers (filed as Exhibit 10(h) to Sprint Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and
incorporated herein by reference).
5. Opinion and consent of Michael T. Hyde, Esq.
23-A Consent of Ernst & Young LLP.
23-B Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.
24. Power of Attorney is contained on page II-7 of this Registration Statement.