-----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, INZypMC4WwsG8EjNz5ySPxsjLXcUAHe4I+jlZqgE82O4fC5vUi2EjSnQ21n/4D3q IMfrGAZRTG0ivrTpynH0tg== 0000101830-98-000094.txt : 19981207 0000101830-98-000094.hdr.sgml : 19981207 ACCESSION NUMBER: 0000101830-98-000094 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981204 EFFECTIVENESS DATE: 19981204 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: SEC FILE NUMBER: 033-59349 FILM NUMBER: 98764324 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: P O BOX 11315 CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: NULL CITY: WESTWOOD STATE: KS ZIP: 66205 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 1990 STOCK OPTION PLAN Registration No. 33-59349 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 CORPORATION (Exact name of registrant as specified in its charter) Kansas 48-0457967 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) Post Office Box 11315, Kansas City, Missouri 64112 (Address of principal executive offices) ________________________ SPRINT CORPORATION 1990 STOCK OPTION PLAN (Full title of the Plan) ________________________ DON A. JENSEN Vice President and Secretary P.O. Box 11315 Kansas City, Missouri 64112 (Name and address of agent for service) Telephone number, including area code, of agent for service: (913) 624-3326 ________________________ EXPLANATORY NOTE This Post-Effective Amendment No. 1 is being filed with respect to an aggregate of 10,319,000 shares of Sprint Corporation FON Common Stock - Series 1, par value $2.00 per share ("FON Stock"), and 5,159,500 shares of Sprint Corporation PCS Common Stock - Series 1, par value $1.00 per share ("PCS Stock"), issuable under Sprint's 1990 Stock Option Plan. This Registration Statement as originally filed related to the offering of 8,500,000 shares of Sprint Common Stock ("Sprint Common Stock") issuable under the 1990 Stock Option Plan. In connection with the spin-off of Sprint's cellular division in March 1996, the number of shares of Sprint Common Stock covered by the Registration Statement was increased to 10,319,000 shares to prevent dilution. On November 23, 1998, following approval by Sprint's shareholders, Sprint's Articles of Incorporation were restated to reclassify each share of Sprint Common Stock into one share of FON Stock and one-half of a share of PCS Stock. Accordingly, the purpose of this Post-Effective Amendment No. 1 is to reflect the reclassification of the 10,319,000 shares of Sprint Common Stock into the 10,319,000 shares of FON Stock and the 5,159,500 shares of PCS Stock now covered by the Registration Statement. 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. 1-4721) are incorporated in this Registration Statement by reference: -- Sprint's Annual Report on Form 10-K for the year ended December 31, 1997. -- Sprint's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998. -- Sprint's Current Reports on Form 8-K dated May 26, 1998, June 29, 1998, October 28, 1998, November 2, 1998 and November 12, 1998. -- Sprint's Proxy Statement/Prospectus that forms a part of Registration Statement No. 333-65173. -- Description of FON Common Stock contained in Sprint's Registration Statement on Form 8-A relating to Sprint's FON Common Stock, filed November 2, 1998. -- Description of FON Group Rights contained in Amendment No. 2 to Sprint's Registration Statement on Form 8-A relating to Sprint's FON Group Rights, filed November 25, 1998. -- Description of PCS Common Stock contained in Sprint's Registration Statement on Form 8-A relating to Sprint's PCS Common Stock, filed November 2, 1998. -- Description of PCS Group Rights contained in Amendment No. 1 to Sprint's Registration Statement on Form 8-A relating to Sprint's PCS Group Rights, filed November 25, 1998. All documents subsequently filed by Sprint pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to 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 the Report of the Compensation Committee, the Performance Graph and any Report on Repricing of Options/SARs 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 Amendment to the Registration Statement and prior to 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 PCS Common Stock to be issued under the 1990 Stock Option Plan upon the exercise of stock options was passed upon by Don A. Jensen, Esq., Vice President and Secretary of Sprint. Item 6. Indemnification of Directors and Officers Consistent with Section 17-6305 of the Kansas Statutes Annotated, Article IV, Section 10 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 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 10, 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 10 and indemnify directors and officers of Sprint against additional liabilities not indemnified under Section 10. 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. Item 8. Exhibits. Exhibit Number Exhibits 4A. The rights of Sprint's equity security holders are defined in Article Fifth, Article Sixth, Article Seventh and Article Eighth of the Articles of Incorporation of Sprint Corporation. The Articles are filed as Exhibit 4A to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference. 4B. Rights Agreement dated as of November 23, 1998, between Sprint Corporation and UMB Bank, n.a. (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). 4C. Provisions regarding the Capital Stock Committee are set forth in Article IV, Section 13 of the Bylaws. The Bylaws are filed as Exhibit 4C to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference. 4D. Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4D to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference). 4E. Amended and Restated Standstill Agreement dated as of November 23, 1998, by and among Sprint Corporation, France Telecom S.A. and Duetsche 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). 5. Opinion and consent of Don A. Jensen, Esq. 23-A. Consent of Ernst & Young LLP. 23-B. Consent of Deloitte & Touche LLP. 23-C. Consent of Don A. Jensen, Esq. is contained in his opinion filed as Exhibit 5. 24. Power of Attorney.* *Previously filed. 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 Westwood, State of Kansas, on the 3rd day of December, 1998. SPRINT CORPORATION By /s/ Don A. Jensen (Don A. Jensen, 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 ) W. T. ESREY* Chief Executive Officer ) (Principal Executive ) Officer) ) ) Executive Vice President ) - Chief Financial Officer ) /s/ A. B. Krause (Principal Financial ) (A. B. Krause) Officer) ) ) ) Senior Vice President and ) JOHN P. MEYER* Controller ) (Principal Accounting ) December 3, 1998 Officer) ) ) DUBOSE AUSLEY* Director ) ) ) W. L. BATTS* Director ) ) ) Director ) (Michel Bon) ) ) Director ) (I. O. Hockaday, Jr.) ) ) HAROLD S. HOOK* Director ) ) ) RONALD T. LEMAY* Director ) ) ) LINDA K. LORIMER* Director ) December 3, 1998 ) ) C. E. RICE* Director ) ) ) Director ) (Ron Sommer) ) ) STEWART TURLEY* Director ) ) /s/ A. B. Krause * (Signed by A.B. Krause, Attorney-in-Fact, pursuant to Power of Attorney filed with this Registration Statement No. 33-59349) EXHIBIT INDEX Exhibit Number Exhibits 4A. The rights of Sprint's equity security holders are defined in Article Fifth, Article Sixth, Article Seventh and Article Eighth of the Articles of Incorporation of Sprint Corporation. The Articles are filed as Exhibit 4A to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference. 4B. Rights Agreement dated as of November 23, 1998, between Sprint Corporation and UMB Bank, n.a. (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). 4C. Provisions regarding the Capital Stock Committee are set forth in Article IV, Section 13 of the Bylaws. The Bylaws are filed as Exhibit 4C to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference. 4D. Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4D to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference). 4E. Amended and Restated Standstill Agreement dated as of November 23, 1998, by and among Sprint Corporation, France Telecom S.A. and Duetsche 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). 5. Opinion and consent of Don A. Jensen, Esq. 23-A. Consent of Ernst & Young LLP. 23-B. Consent of Deloitte & Touche LLP. 23-C. Consent of Don A. Jensen, Esq. is contained in his opinion filed as Exhibit 5. 24. Power of Attorney.* *Previously filed. EX-5 2 SPRINT CORPORATION - OPINION LETTER Exhibit 5 December 3, 1998 Sprint Corporation P.O. Box 11315 Kansas City, Missouri 64112 Re: 10,319,000 shares of FON Common Stock (par value $2.00 per share) and 5,159,500 shares of PCS Common Stock (par value $1.00 per share), issuable in connection with the 1990 Stock Option Plan Gentlemen: I have acted as your counsel in connection with the proposed offering, issuance and sale by you of an aggregate of 10,319,000 shares of your FON Common Stock and 5,159,500 shares of your PCS Common Stock (the "Shares") referred to in Amendment No. 1 to the Registration Statement on Form S-8 (the "Amendment"), to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"). In such connection, I have examined the Amendment and I am familiar with the proceedings taken by your stockholders and your Board of Directors and officers in connection with the authorization of the Shares, the recapitalization of your Common Stock into FON Common Stock and PCS Common Stock, and related matters, and I have reviewed such documents, records, and matters of law as I have considered necessary for rendering my opinion hereinafter set forth. Based upon the foregoing, I am of the opinion that: 1. Sprint Corporation is a corporation duly organized and validly existing under the laws of the State of Kansas. 2. The Shares have been duly and validly authorized, and when (i) the Amendment has become effective under the Act and (ii) the Shares are issued and sold in the manner and upon the terms set forth in the 1990 Stock Option Plan, such Shares will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Don A. Jensen Don A. Jensen EX-23 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23-A CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1990 Stock Option Plan of Sprint Corporation of our reports for Sprint Corporation and the FON Group dated February 3, 1998 (except Note 1, as to which the date is May 26, 1998) and our report for the PCS Group dated May 26, 1998 included in Sprint's Proxy Statement/Prospectus that forms a part of Registration Statement No. 333-65173 and in Sprint's Current Report (Form 8-K) dated November 2, 1998 filed with the Securities and Exchange Commission, and our report dated February 3, 1998, with respect to the consolidated financial statements and schedule of Sprint Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Kansas City, Missouri December 3, 1998 EX-23 4 INDEPENDENT AUDITORS' CONSENT Exhibit 23-B INDEPENDENT AUDITORS' CONSENTS We consent to the use in Post-Effective Amendment No. 1 to Registration Statement No. 33-59349 of Sprint Corporation on Form S-8 of our report dated May 26, 1998 (August 6, 1998 as to Note 4), on the combined financial statements of Sprint Spectrum Holding Company, L.P. and subsidiaries; MinorCo, L.P. and subsidiaries; PhillieCo Partners I, L.P. and subsidiaries and PhillieCo Partners II, L.P. and subsidiaries (which expresses an unqualified opinion and includes an explanatory paragraph referring to the emergence from the development stage), appearing in Registration Statement No. 333-65173 and Form 8-K dated November 2, 1998 which are incorporated by reference in this Registration Statement, and of our report dated May 26, 1998 (August 6, 1998 as to Note 4) relating to the combined financial statement schedule appearing elsewhere in Registration Statement No. 333-65173 which is incorporated by reference in this Registration Statement. We consent to the use in Post-Effective Amendment No. 1 to Registration Statement No. 33-59349 of Sprint Corporation on Form S-8 of our report dated February 3, 1998, on Sprint Spectrum Holding Company, L.P. and subsidiaries (which expresses an unqualified opinion and includes an explanatory paragraph referring to the emergence from the development stage) appearing in the Annual Report on Form 10-K of Sprint Corporation for the year ended December 31, 1997, Form 8-K dated November 2, 1998 and Registration Statement No. 333-65173 which are incorporated by reference in this Registration Statement. We consent to the use in Post-Effective Amendment No. 1 to Registration Statement No. 33-59349 of Sprint Corporation on Form S-8 of our reports dated February 3, 1998, on Sprint Spectrum L.P. and Sprint Spectrum Finance Corporation (which expresses an unqualified opinion and includes an explanatory paragraph referring to the emergence from the development stage) appearing in Registration Statement No. 333-65173 which is incorporated by reference in this Registration Statement. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Kansas City, Missouri December 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----