Registration No. 333-
UNITED STATES 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 NEXTEL 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.)
2001 Edmund Halley Drive, Reston, Virginia 20191
(Address of Principal Executive Offices)
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SPRINT NEXTEL CORPORATION
2007 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
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LEONARD J. KENNEDY, ESQ.
General Counsel
Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(703) 433-4000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered(1) per share offering price Fee
Common Stock, Series 1,
$2.00 par value
(including the
associated preferred
stock purchase
rights)(2) 199,636,700 $19.975(3) $3,987,743,082.50(3) $122,423.72(4)
(1) This Registration Statement also relates to an indeterminate number of
additional shares of Common Stock, Series 1 (and associated preferred
stock purchase rights) that may be issued pursuant to anti-dilution and
adjustment provisions of the 2007 Omnibus Incentive Plan.
(2) Each share of Common Stock, Series 1 also includes one-half of a
preferred stock purchase 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 Common Stock on May 1, 2007, as reported in the consolidated
reporting system, was $19.975.
(4) Of the amount due, $11,271.15 was previously paid in connection with the
registration of shares of FON Common Stock under Registration Statement
No. 333-106086 filed by Sprint Nextel on June 13, 2003, that have been
deregistered; $1,741.97 was previously paid in connection with the
registration of deferred compensation obligations under Registration
Statement No. 333-127497 filed by Sprint Nextel on August 12, 2005, that
have been deregistered; and $107,777.48 was previously paid in connection
with the registration of shares of Common Stock under Registration
Statement No. 333-131301 filed by Sprint Nextel on January 26, 2006, that
have been deregistered ($1,010.78 of which was previously paid in
connection with the registration of FON Common Stock under Registration
Statement No. 333-127425 filed by Sprint Nextel on August 11, 2005, that
have been deregistered).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Nextel Corporation ("Sprint
Nextel") with the Securities and Exchange Commission (File No. 1-04721) are
incorporated in this Registration Statement by reference:
o Annual Report on Form 10-K for the fiscal year ended December 31,
2006, filed on March 1, 2007.
o Current Reports on Form 8-K filed on August 18, 2005 (only with
respect to Exhibits 99.17 and 99.18), as amended by Form 8-K/A filed
on December 5, 2005, January 8, 2007 (only the information reported
under Item 7.01 is incorporated herein by reference), February 7,
2007, as amended by Form 8-K/A filed on February 21, 2007, February
28, 2007 (of the two Current Reports on Form 8-K filed on February 28,
2007, only the filing made under Item 5.03 is incorporated herein by
reference), and March 6, 2007.
o Description of common stock contained in Amendment No. 8 to Sprint
Nextel's Registration Statement on Form 8-A relating to Sprint
Nextel's Common Stock, Series 1, filed August 12, 2005, and any
amendment or report filed for the purpose of updating that
description.
o Description of Rights contained in Amendment No. 6 to Sprint Nextel's
Registration Statement on Form 8-A relating to Sprint Nextel's Rights,
filed August 8, 2005, and any amendment or report filed for the
purpose of updating that description.
All documents subsequently filed by Sprint Nextel pursuant to Sections
13(a), 13(c), 14 and 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 (excluding any Current Reports on Form 8-K to the extent disclosure is
furnished and not filed).
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 Sprint Nextel
Common Stock and the related Rights to be issued under the 2007 Omnibus
Incentive Plan was passed upon by Michael T. Hyde, Assistant Secretary of Sprint
Nextel. As of May 7, 2007, Mr. Hyde beneficially owned 23,292 shares of Sprint
Nextel common stock, had options to purchase 77,761 shares of Sprint Nextel
common stock, and had restricted stock units representing 3,580 shares of Sprint
Nextel common stock.
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Item 6. Indemnification of Directors and Officers
The following summary is qualified in its entirety by reference to the
complete text of the statutes referred to below and the articles of
incorporation and bylaws of Sprint Nextel, as amended.
Under Section 17-6305 of the Kansas General Corporation Code, which we
refer to as the KGCC, a corporation may indemnify a director, officer, employee,
or agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
a corporation, the corporation may indemnify a director, officer, employee, or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation.
Consistent with Section 17-6305 of the KGCC, Article 6 of the bylaws of
Sprint Nextel provides that the corporation will indemnify its directors and
officers 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
best interests of the corporation. 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.
In accordance with Section 17-6002(b)(8) of the KGCC, Sprint Nextel's
articles of incorporation provide that directors shall not be personally liable
for monetary damages for breaches of their fiduciary duty as directors except
for (i) breaches of their duty of loyalty to Sprint Nextel or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) certain transactions under Section 17-6424
of the KGCC (unlawful payment of dividends), and amendments thereto, or (iv)
transactions from which a director derives an improper personal benefit.
Under Article 6, Section 6.6 of the bylaws of Sprint Nextel, Sprint
Nextel may purchase and maintain insurance on behalf of any person who is or was
a director, officer or employee of the corporation, or who is or was serving at
the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust, or other enterprise, against any
liability arising out of his status as such, whether or not the corporation
would have the power to indemnify such persons against liability. Sprint Nextel
carries standard directors and officers liability coverage for its directors and
officers and the directors and officers of its subsidiaries.
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Subject to certain limitations and exclusions, the policies reimburse the
corporation for liabilities indemnified under the bylaws.
Sprint Nextel has entered into indemnification agreements with its
directors and officers. These agreements provide that Sprint Nextel will
indemnify, defend and hold harmless the director or officer (the "Indemnitee")
to the fullest extent permitted or required by the laws of the state of Kansas,
against any and all Indemnifiable Claims and Indemnifiable Losses.
"Indemnifiable Claim" means any Claim based upon, arising out of or
resulting from:
(i) any actual, alleged or suspected act or failure to act by the
Indemnitee in his or her capacity as a director, officer, employee or agent of
Sprint Nextel or as a director, officer, employee, member, manager, trustee or
agent of any other corporation, limited liability company, partnership, joint
venture, trust or other entity or enterprise, whether or not for profit, as to
which Indemnitee is or was serving at the request of Sprint Nextel as a
director, officer, employee, member, manager, trustee or agent;
(ii) any actual, alleged or suspected act or failure to act by
Indemnitee in any capacity identified in clause (i) in respect of any business,
transaction, communication, filing, disclosure or other activity of Sprint
Nextel or any other entity or enterprise referred to in clause (i); or
(iii) Indemnitee's status as a current or former director, officer,
employee or agent of Sprint Nextel or as current or former director, officer,
employee, member, manager, trustee or agent of Sprint Nextel or any other entity
or enterprise referred to in clause (i) or any actual, alleged or suspected act
or failure to act by Indemnitee in connection with any obligation or restriction
imposed upon Indemnitee by reason of such status.
"Indemnifiable Losses" means any and all losses relating to, arising
out of or resulting from any Indemnifiable Claim.
"Claim" means (i) any threatened, asserted, pending or completed claim,
demand, action, suit or proceeding, whether civil, criminal, administrative,
arbitral, investigative, or other, and whether made pursuant to federal, state,
or other law; and (ii) any threatened, pending or completed inquiry or
investigation by any federal, state or other governmental entity, that
Indemnitee determines might lead to the institution of any such claim, demand,
action, suit or proceeding.
Item 7. Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibit
Number Exhibits
4-A Sprint Nextel Corporation 2007 Omnibus Incentive Plan.
4-B The rights of Sprint Nextel's equity security holders are defined in
Article Fifth, Article Sixth, Article Seventh and Article Eighth of the
Articles of Incorporation of Sprint
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Nextel. The Amended and Restated Articles of Incorporation are filed
as Exhibit 3.1 to Sprint Nextel's Current Report on Form 8-K filed
August 18, 2005, and incorporated herein by reference.
4-C Second Amended and Restated Rights Agreement between Sprint Nextel and
UMB Bank, n.a., as Rights Agent, dated as of March 16, 2004 and
effective as of April 23, 2004 (filed as Exhibit 1 to Amendment No. 5
to Sprint Nextel's Registration Statement on Form 8-A relating to the
Rights, filed April 12, 2004, and incorporated herein by reference).
4-D Amendment dated as of June 17, 2005 to Second Amended and Restated
Rights Agreement (filed as Exhibit 4(d) to Sprint Nextel's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005, and
incorporated herein by reference).
4-E Provisions regarding the Kansas Control Share Acquisition Statute are
set forth in Article 2, Section 2.5 of the Bylaws of Sprint Nextel.
Provisions regarding Stockholders' Meetings are set forth in Article 3
of the Bylaws. The Amended and Restated Bylaws are filed as Exhibit 3
to Sprint Nextel's Current Report on Form 8-K filed February 28, 2007,
and Incorporated herein by reference.
5. Opinion and consent of Michael T. Hyde, Esq.
15. Letter in Lieu of Consent for Review Report.
23-A Consent of KPMG LLP.
23-B Consent of Deloitte & Touche LLP.
23-C Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.
24. Power of Attorney is contained on page II-8 of this Registration
Statement.
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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 reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 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 in the Registration Statement, unless such information
is contained in reports filed with or furnished to the Commission
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 the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of
the date the filed prospectus was deemed part of and included in the
Registration Statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)
(i), (vii), or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the Registration Statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective
date of the Registration Statement relating to the securities in the
Registration Statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
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bona fide offering thereof. Provided, however, that no statement made in a
Registration Statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration Statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the Registration
Statement or prospectus that was part of the Registration Statement or made in
any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a Registration Statement
relating to an offering, other than Registration Statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the Registration Statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
Registration Statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration Statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the Registration Statement or
prospectus that was part of the Registration Statement or made in any such
document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to
Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned
registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(6) 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
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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 Reston, State of Virginia, on the 8th day of May,
2007.
SPRINT NEXTEL CORPORATION
By: /s/ Paul Saleh
Name: Paul N. Saleh
Title: Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint Nextel
Corporation, hereby severally constitute Gary D. Forsee, Paul N. Saleh, Leonard
J. Kennedy, Richard S. Lindahl, Charles R. Wunsch and Christie A. Hill, 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
on our behalf in our capacities as officers and directors to enable Sprint
Nextel 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 indicated on May 8, 2007.
Name Title
/s/ Gary D. Forsee Chairman of the Board,
Gary D. Forsee Chief Executive Officer and
President
(Principal Executive Officer)
/s/ Paul Saleh Chief Financial Officer
Paul N. Saleh (Principal Financial Officer)
/s/ W. G. Arendt Senior Vice President
William G. Arendt and Controller
(Principal Accounting Officer)
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/s/ Keith J. Bane Director
Keith J. Bane
/s/ Robert R. Bennett Director
Robert R. Bennett
__________________ Director
Gordon M. Bethune
__________________ Director
Frank M. Drendel
/s/ James H. Hance, Jr. Director
James H. Hance, Jr.
/s/ V. Janet Hill Director
V. Janet Hill
/s/ I. O. Hockaday, Jr. Director
Irvine O. Hockaday, Jr.
/s/ Linda K. Lorimer Director
Linda Koch Lorimer
/s/ William H. Swanson Director
William H. Swanson
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EXHIBIT INDEX
Exhibit
Number
4-A Sprint Nextel Corporation 2007 Omnibus Incentive Plan.
4-B The rights of Sprint Nextel's equity security holders are defined in
Article Fifth, Article Sixth, Article Seventh and Article Eighth of the
Articles of Incorporation of Sprint Nextel. The Amended and Restated
Articles of Incorporation are filed as Exhibit 3.1 to Sprint Nextel's
Current Report on Form 8-K filed August 18, 2005, and incorporated
herein by reference.
4-C Second Amended and Restated Rights Agreement between Sprint Nextel and
UMB Bank, n.a., as Rights Agent, dated as of March 16, 2004 and
effective as of April 23, 2004 (filed as Exhibit 1 to Amendment No. 5
to Sprint Nextel's Registration Statement on Form 8-A relating to the
Rights, filed April 12, 2004, and incorporated herein by reference).
4-D Amendment dated as of June 17, 2005 to Second Amended and Restated
Rights Agreement (filed as Exhibit 4(d) to Sprint Nextel's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005, and
incorporated herein by reference).
4-E Provisions regarding the Kansas Control Share Acquisition Statute are
set forth in Article 2, Section 2.5 of the Bylaws of Sprint Nextel.
Provisions regarding Stockholders' Meetings are set forth in Article 3
of the Bylaws. The Amended and Restated Bylaws are filed as Exhibit 3
to Sprint Nextel's Current Report on Form 8-K filed February 28, 2007,
and Incorporated herein by reference.
5. Opinion and consent of Michael T. Hyde, Esq.
15. Letter in Lieu of Consent for Review Report.
23-A Consent of KPMG LLP.
23-B Consent of Deloitte & Touche LLP.
23-C Consent of Michael T. Hyde, Esq. is contained in his opinion filed
as Exhibit 5.
24. Power of Attorney is contained on page II-8 of this Registration
Statement.