-----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, WDm02Q0Q5+w5tiHriVt2cnOiHJzK9OAg4DzP0xuIoFPlxcmSMkWRls7jyFiQwF3U Kj6SB1X3Lb/TsYeYsLuQGQ== 0000101830-06-000023.txt : 20060823 0000101830-06-000023.hdr.sgml : 20060823 20060823152507 ACCESSION NUMBER: 0000101830-06-000023 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060823 DATE AS OF CHANGE: 20060823 EFFECTIVENESS DATE: 20060823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT NEXTEL 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: 333-115608 FILM NUMBER: 061050880 BUSINESS ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-433-4000 MAIL ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT CORP DATE OF NAME CHANGE: 19921222 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 s820060823rspamend1.txt RSP AMEND NO 1 TO DEREGISTER 9,662,736 SHARES Registration No. 333-115608 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------ 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) ------------------------ SPRINT RETIREMENT SAVINGS PLAN AND SPRINT RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES (Full title of the Plans) ------------------------ 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 ------------------------ EXPLANATORY NOTE This Registration Statement as originally filed related to the offering of 9,662,736 shares of FON Common Stock of Sprint Corporation ("Sprint") issuable under the Sprint Retirement Savings Plan and the Sprint Retirement Savings Plan for Bargaining Unit Employees. In connection with the merger of Nextel Communications, Inc. with and into a subsidiary of Sprint in August 2005, Sprint amended its Articles of Incorporation to change its name to Sprint Nextel Corporation ("Sprint Nextel") and to redesignate its FON Common Stock as Common Stock. No shares of Common Stock registered under this Registration Statement have been issued. The Sprint Retirement Savings Plan was amended effective January 1, 2006. Common Stock is no longer offered as an investment alternative for additional contributions or exchanges and the company match is no longer made in Common Stock. Following the spin-off of Embarq Corporation in May 2006, Sprint Nextel is no longer the sponsor of the Sprint Retirement Savings Plan for Bargaining Unit Employees. Consequently, no additional shares of Sprint Nextel Common Stock will be issued by Sprint Nextel under either Plan. Accordingly, the purpose of this Post-Effective Amendment No. 1 to the Registration Statement is to deregister the 9,662,736 shares of Sprint Nextel 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 Post-Effective Amendment No. 1 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 23rd day of August, 2006. SPRINT NEXTEL CORPORATION By /s/ Michael T. Hyde (Michael T. Hyde, Assistant Secretary) Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Name Title Date G. D. FORSEE* Chief Executive Officer and ) Director ) (Principal Executive ) Officer) ) ) P. N. SALEH* Chief Financial Officer ) (Principal Financial ) Officer) ) ) W. G. ARENDT* Senior Vice President and ) Controller ) (Principal Accounting ) Officer) ) ) August 23, 2006 TIMOTHY M. DONAHUE* Chairman ) ) ) KEITH J. BANE* Director ) ) ) GORDON M. BETHUNE* Director ) ) ) FRANK M. DRENDEL* Director ) ) ) JAMES H. HANCE, JR.* Director ) ) II-2 V. JANET HILL* Director ) ) ) I. O. HOCKADAY, JR.* Director ) ) ) WILLIAM E. KENNARD* Director ) ) August 23, 2006 ) L. K. LORIMER* Director ) ) ) WILLIAM H. SWANSON* Director ) ) /s/ Michael T. Hyde * Signed by Michael T. Hyde, Attorney-in-Fact, pursuant to Power of Attorney filed with this Amendment to the Registration Statement No. 333-115608. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the provisions of Rule 478 thereunder, the Sprint Retirement Savings Plan has duly caused this Post-Effective Amendment No. 1 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 23rd day of August, 2006. SPRINT RETIREMENT SAVINGS PLAN By: /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary of Sprint Nextel Corporation SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the provisions of Rule 478 thereunder, the Sprint Retirement Savings Plan for Bargaining Unit Employees has duly caused this Post-Effective Amendment No. 1 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 23rd day of August, 2006. SPRINT RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES By: /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary of Sprint Nextel Corporation II-4 EXHIBIT INDEX Exhibit Number Exhibits 24. Power of Attorney. EX-24 2 s820060823exh24poa.txt POA SIGNED DEC 2005 ALLOWING MTH TO SIGN Exhibit 24 POWER OF ATTORNEY We, the undersigned officers and directors of Sprint Nextel Corporation, hereby severally constitute L.J. Kennedy, P.N. Saleh, R.S. Lindahl, G.D. Begeman, and M.T. Hyde, 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 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 any and all amendments to said Registration Statements. Registration No. Subject Matter or Title Form S-3 No. Automatic Dividend Reinvestment Plan 33-58488 Form S-8 No. Sprint Retirement Savings Plan and Sprint 333-106086 Retirement Savings Plan for Bargaining Unit Employees Form S-8 No. 1997 Long-Term Stock Incentive Program 333-111956 Form S-8 No. Sprint Retirement Savings Plan and Sprint 333-115608 Retirement Savings Plan for Bargaining Unit Employees Form S-8 No. Management Incentive Stock Option Plan 333-115609 Form S-8 No. 1997 Long-Term Stock Incentive Program 333-115621 Form S-8 No. 1988 Employees Stock Purchase Plan 333-115607 Form S-8 No. 1997 Long-Term Stock Incentive Program 333-124189 Form S-8 No. 1988 Employees Stock Purchase Plan 333-105244 Form S-8 No. 1997 Long-Term Stock Incentive Program (1990 Stock 333-103691 Option Plan) Form S-8 No. 1997 Long-Term Stock Incentive Program (1990 333-103689 Restricted Stock Plan) Form S-8 No. Management Incentive Stock Option Plan 333-75664 Form S-8 No. 1997 Long-Term Stock Incentive Program (1990 Stock 333-59124 Option Plan) Form S-8 No. Management Incentive Stock Option Plan 333-56938 Form S-8 No. 1997 Long-Term Stock Incentive Program (1990 Stock 333-54108 Option Plan) Form S-8 No. Management Incentive Stock Option Plan 333-92809 Form S-8 No. Management Incentive Stock Option Plan 333-76783 Form S-8 No. Management Incentive Stock Option Plan 333-68737 Form S-8 No. Management Incentive Stock Option Plan 333-42077 Form S-8 No. Outside Directors' Stock Options under the 1997 33-31802 Long-Term Stock Incentive Plan Form S-8 No. 1997 Long-Term Stock Incentive Program (1990 Stock 333-46491 Option Plan) Form S-8 No. 1997 Long-Term Stock Incentive Program (1990 Stock 33-59349 Option Plan) Form S-8 No. Outside Director Shares under the 1997 Long-Term 333-25449 Stock Incentive Plan Form S-8 No. Centel Retirement Savings Plan for Bargaining Unit 33-59326 Employees Form S-8 No. Nextel Associate Stock Purchase Plan 333-127425 Form S-8 No. Nextel Incentive Equity Plan 333-127426 Form S-8 No. Nextel Cash Compensation Deferral Plan 333-127497 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 /s/ Gary D. Forsee Chief Executive Officer and Director ) (G. D. Forsee) (Principal Executive Officer) ) ) ) /s/ Paul Saleh Chief Financial Officer ) December 28, 2005 (P.N. Saleh) (Principal Financial Officer) ) ) ) /s/ W. G. Arendt Senior Vice President and Controller ) (W.G. Arendt) (Principal Accounting Officer) ) ) ) /s/ Timothy M. Donahue ) (Timothy M. Donahue) Chairman of the Board ) ) /s/ Keith J. Bane ) (Keith J. Bane) Director ) ) /s/ Gordon Bethune ) (Gordon M. Bethune) Director ) ) /s/ William E. Conway ) (William E. Conway) Director ) ) /s/ Frank M. Drendel ) (Frank M. Drendel) Director ) ) /s/ James H. Hance, Jr. ) (James H. Hance, Jr.) Director ) ) December 28, 2005 /s/ V. Janet Hill ) (V. Janet Hill) Director ) ) /s/ I. O. Hockaday, Jr. ) (I. O. Hockaday, Jr.) Director ) ) /s/ William E. Kennard ) (William E. Kennard) Director ) ) /s/ L. K. Lorimer ) (L. K. Lorimer) Director ) ) /s/ Stephanie Shern ) (Stephanie M. Shern) Director ) ) /s/ William Swanson ) (William H. Swanson) Director ) ) -----END PRIVACY-ENHANCED MESSAGE-----