-----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, TGgSQx14tXaAdjFfui8TUgjW66eSXoa3XlgxCGiceSLTbWjugWmzyBy19xbOGdeC qOqOyX/t85v1s5Zq4K+ZCA== 0000101830-05-000212.txt : 20050812 0000101830-05-000212.hdr.sgml : 20050812 20050812161634 ACCESSION NUMBER: 0000101830-05-000212 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050812 DATE AS OF CHANGE: 20050812 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04721 FILM NUMBER: 051021928 BUSINESS ADDRESS: STREET 1: PO BOX 7997 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207-0997 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: PO BOX 7997 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207-0997 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 8-A12B/A 1 series1commonamd8.txt REGISTER SERIES 1 COMMON STOCK SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 8) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SPRINT NEXTEL CORPORATION (Exact name of registrant as specified in its charter) Kansas 48-0457967 (State of incorporation (I.R.S. Employer or organization) Identification No.) 2001 Edmund Halley Drive Reston, Virginia 20191 (Address of principal (zip code) executive office) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class to Name of Each Exchange on Which be Registered Each Class is to be Registered ___________________________ ________________________________ Series 1 Common Stock, New York Stock Exchange par value $2.00 per share If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box _______ If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box _______ Securities Act registration statement file number to which this form relates: _______________________ (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) EXPLANATORY NOTE Sprint Nextel Corporation is filing this amendment number 8 to its Registration Statement on Form 8-A relating to its Series 1 Common Stock to reflect the fact that, in connection with the merger of Nextel Communications, Inc. with and into a wholly owned subsidiary of Sprint Corporation, Amended and Restated Articles of Incorporation were filed with the Kansas Secretary of State. Among other things, the Amended and Restated Articles of Incorporation changed the name of the corporation from Sprint Corporation to Sprint Nextel Corporation, changed the designation of the FON Common Stock, Series 1 and Series 2, to Series 1 Common Stock and Series 2 Common Stock, respectively, and changed the authorized capital stock of the corporation. The Amended and Restated Articles of Incorporation now authorize a class of Non-Voting Common Stock and no longer authorize PCS Common Stock. Item 1. Description of Registrant's Securities to be Registered. This Registration Statement amends the description of Sprint Nextel Corporation's Series 1 Common Stock, par value $2.00 per shares, which is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, and listed on the New York Stock Exchange. Incorporated by reference herein are the sections entitled "Authorized Capital Stock of Sprint Nextel--Description of Sprint Nextel Common Stock" and "Comparison of Rights of Stockholders of Sprint, Nextel and Sprint Nextel" contained in the registrant's Registration Statement (File No. 333-123333) on Form S-4 initially filed on March 15, 2005, as amended (the "Form S-4"). 1 Item 2. Exhibits. 1. Amended and Restated Articles of Incorporation of Sprint Nextel Corporation (incorporated by reference to Annex G of the Form S-4). 2. Amended and Restated Bylaws of Sprint Nextel Corporation (incorporated by reference to Annex H of the Form S-4). 3. Second Amended and Restated Rights Agreement between Sprint and UMB Bank, n.a., as Rights Agent, dated as of March 16, 2004 and effective as of April 23, 2004 (incorporated by reference to Exhibit 1 to Amendment No. 5 to Sprint's Registration Statement on Form 8-A relating to Sprint's Rights, filed April 12, 2004). 4. Amendment dated June 17, 2005 to Second Amended and Restated Rights Agreement (filed as Exhibit 4(d) to Sprint's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SPRINT NEXTEL CORPORATION By: /s/ Michael T. Hyde Michael T. Hyde, Assistant Secretary Date: August 12, 2005 3 EXHIBIT INDEX Exhibit Number Description 1. Amended and Restated Articles of Incorporation of Sprint Nextel Corporation (incorporated by reference to Annex G of the Form S-4). 2. Amended and Restated Bylaws of Sprint Nextel Corporation (incorporated by reference to Annex H of the Form S-4). 3. Second Amended and Restated Rights Agreement between Sprint and UMB Bank, n.a., as Rights Agent, dated as of March 16, 2004 and effective as of April 23, 2004 (incorporated by reference to Exhibit 1 to Amendment No. 5 to Sprint's Registration Statement on Form 8-A relating to Sprint's Rights, filed April 12, 2004). 4. Amendment dated June 17, 2005 to Second Amended and Restated Rights Agreement (filed as Exhibit 4(d) to Sprint's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference). -----END PRIVACY-ENHANCED MESSAGE-----