-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JsF3fNVNQO3vElJ0ijuSDzLzAccSiy0fzgZckQukbSQcP4KyQlq1WFEFE2QHXViO QaCGtVjgG16IIm4C/iQhEA== 0000101830-04-000279.txt : 20040519 0000101830-04-000279.hdr.sgml : 20040519 20040519172128 ACCESSION NUMBER: 0000101830-04-000279 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040519 EFFECTIVENESS DATE: 20040519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-31802 FILM NUMBER: 04819425 BUSINESS ADDRESS: STREET 1: PO BOX 11315 CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: PO BOX 11315 CITY: KANSAS CITY STATE: MO ZIP: 64112 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 S-8 POS 1 outsidedirstock3331802.txt OUTSIDE DIR'S STOCK OPTION UNDER 1997 LTIP AMD. 2 Registration No. 33-31802 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 2 TO Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------ 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) ------------------------ OUTSIDE DIRECTOR'S STOCK OPTIONS UNDER THE SPRINT CORPORATION 1997 LONG-TERM STOCK INCENTIVE PROGRAM (Full title of the Plan) ------------------------ CLAUDIA S. TOUSSAINT Vice President, Corporate Governance and Ethics, 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 ------------------------ This Registration Statement as originally filed related to the offering of 150,000 shares of Sprint Common Stock ("Sprint Common Stock") issuable to Outside Directors under Sprint's Long- Term Stock Incentive Program on the exercise of options. In December, 1989, there was a two-for-one split of the Sprint Common Stock, increasing the number of shares covered by the Registration Statement to 300,000 shares. In connection with the spin-off of Sprint's cellular division in March 1996, the number of shares covered by the Registration Statement was increased to 360,562 shares to prevent dilution. Options for 74,128 shares were exercised before the reclassification of Sprint Common Stock into FON Common Stock and PCS Common Stock in November 1998, leaving 286,434 shares. The remaining 286,434 shares were reclassified into 286,434 shares of FON Common Stock and 143,217 shares of PCS Common stock. Options for 76,554 shares of FON Common Stock were exercised before the two-for-one split of the FON Common Stock in the 1999 second quarter, leaving 209,880 shares of FON Common Stock. The two-for-one split of the FON Common Stock increased the number of shares of FON Common Stock under the registration statement to 419,760 shares of FON Common Stock. Options for 40,278 shares of PCS Common Stock were exercised before the two-for-one split of the PCS Common Stock in the 2000 first quarter, leaving 102,939 shares of PCS Common Stock. The two-for-one split of the PCS Common Stock increased the number of shares of PCS Common Stock under the Registration Statement to 205,878 shares of PCS Common Stock. On February 28, 2004, Sprint's board of directors approved the recombination of the PCS Common Stock and the FON Common Stock, effective on April 23, 2004 (the "Conversion Date"). 43,478 of the remaining 205,878 shares of PCS Common Stock were issued upon the exercise of options before the Conversion Date, leaving 162,400 shares of PCS Common Stock. Following the recombination of the PCS Common Stock and the FON Common Stock, no shares of PCS Common Stock may be issued. Accordingly, the purpose of this Post-Effective Amendment No. 2 is to deregister the remaining 162,400 shares of PCS Common Stock covered by this Registration Statement. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit Number Exhibits 24. Power of Attorney. II-1 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 Amendment to the 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 19th day of May, 2004. SPRINT CORPORATION By /s/ Claudia S. Toussaint (Claudia S. Toussaint, Vice President) Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Name Title Date Chairman of the Board and ) G. D. FORSEE* Chief Executive Officer ) (Principal Executive ) Officer) ) ) Executive Vice President ) ROBERT J. DELLINGER* - Chief Financial Officer ) (Principal Financial ) Officer) ) ) Senior Vice President and ) J. P. MEYER* Controller ) (Principal Accounting ) Officer) ) ) May 19, 2004 ) DUBOSE AUSLEY* Director ) ) _____________________ ) (Gordon M. Bethune) Director ) ) ) E. LINN DRAPER, JR. * Director ) ) _____________________ ) (Deborah A. Henretta) Director ) ) II-2 ) I. O. HOCKADAY, JR.* Director ) ) ) L. K. LORIMER* Director ) ) ) C. E. RICE* Director ) ) ) LOUIS W. SMITH* Director ) ) May 19, 2004 ) GERALD L. STORCH* Director ) ) /s/ Claudia S. Toussaint - --------------------------- * Signed by Claudia S. Toussaint, Attorney-in-Fact, pursuant to Power of Attorney filed with this Amendment to the Registration Statement No. 33-31802. II-3 EXHIBIT INDEX Exhibit Number Exhibits 24. Power of Attorney. EX-24 2 outsidedir3331802amd2exh24.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY We, the undersigned officers and directors of Sprint Corporation, hereby severally constitute G. D. Forsee, L. J. Lauer, R. J. Dellinger, T. A. Gerke and C. S. Toussaint, and each of them singly, our true and lawful attorneys with full power of substitution and re-substitution, to sign for us and in our names in the capacities indicated below any and all amendments to the Registration Statements listed below, 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 any and all amendments to said Registration Statements. Registration Subject Matter or Title No. Form S-3 No. Debt Securities, Guarantees, Convertible 333-65402 Subordinated Debt Securities, Preferred Stock, PCS Common Stock, Series 1, Stock Purchase Contracts and Equity Units (Equity Unit Notes) Form S-3 No. Debt Securities, Guarantees, Convertible 333-67104 Subordinated Debt Securities, Preferred Stock, PCS Common Stock, Series 1, Stock Purchase Contracts and Equity Units (Equity Unit Notes) Form S-3 No. Sprint Corporation - Automatic Dividend 33-58488 Reinvestment Plan Form S-8 No. Sprint Retirement Savings Plan and Sprint 333-106086 Retirement Savings Plan for Bargaining Unit Employees Form S-8 No. Sprint Corporation - 1988 Employees Stock Purchase 333-105244 Plan Form S-8 No. Sprint Corporation - 1990 Stock Option Plan 333-103691 Form S-8 No. Sprint Corporation - 1990 Restricted Stock Plan 333-103689 Form S-8 No. Sprint Retirement Savings Plan and Sprint 333-86458 Retirement Savings Plan for Bargaining Unit Employees Form S-8 No. Sprint Corporation - Management Incentive Stock 333-75664 Option Plan Form S-8 No. Sprint Corporation - 1988 Employees Stock Purchase 333-61462 Plan Form S-8 No. Sprint Corporation - 1990 Stock Option Plan 333-59124 Form S-8 No. Sprint Corporation - Management Incentive Stock 333-56938 Option Plan Form S-8 No. Sprint Corporation - 1990 Stock Option Plan 333-54108 Form S-8 No. Sprint Corporation - Management Incentive Stock 333-92809 Option Plan Form S-8 No. Sprint Corporation - Management Incentive Stock 333-76783 Option Plan Form S-8 No. Sprint Corporation - 1988 Employees Stock Purchase 333-76755 Plan Form S-8 No. Sprint Corporation - 1990 Stock Option Plan 333-68739 Form S-8 No. Sprint Corporation - Management Incentive Stock 333-68737 Option Plan Form S-8 No. Sprint Corporation - 1985 Stock Option Plan 2-97322 Form S-8 No. Sprint Retirement Savings Plan for Bargaining Unit 33-38761 Employees Form S-8 No. Sprint Corporation - Management Incentive Stock 333-42077 Option Plan Form S-8 No. Sprint Corporation - 1988 Employees Stock Purchase 33-53695 Plan Form S-8 No. Sprint Corporation - Management Incentive Stock 33-65149 Option Plan Form S-8 No. Outside Directors' Stock Options under the Sprint 33-31802 Corporation 1997 Long-Term Stock Incentive Plan Form S-8 No. Sprint Corporation - 1990 Stock Option Plan 333-46491 Form S-8 No. Sprint Corporation - 1990 Stock Option Plan 33-59349 Form S-8 No. Outside Director Shares under the Sprint 33-25449 Corporation 1997 Long-Term Stock Incentive Plan Form S-8 No. Centel Retirement Savings Plan for Bargaining Unit 33-59326 Employees Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by the following persons in the capacities and on the date indicated. Name Title Date Chief Executive Officer and ) /s/ Gary D. Forsee Director ) (G. D. Forsee) (Principal Executive Officer ) ) ) February 10, 2004 Executive Vice President ) and Chief Financial Officer ) /s/ Robert J. Dellinger (Principal Financial ) (R. J. Dellinger) Officer) ) ) ) Senior Vice President and ) Controller ) /s/ J. P. Meyer (Principal Accounting ) (J. P. Meyer) Officer) ) ) /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 ) February 10, 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 ) ) -----END PRIVACY-ENHANCED MESSAGE-----