-----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, A+Sb6EaoJ+j4EHFtpwSHrGOliPwClggOumFucTT2KrDHAnzEko3LdqMUZwZErt8G fSOaGOXwXZcUOwYhC2rfOA== 0000101830-05-000146.txt : 20050420 0000101830-05-000146.hdr.sgml : 20050420 20050420160102 ACCESSION NUMBER: 0000101830-05-000146 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-103689 REFERENCES 429: 333-103691 REFERENCES 429: 333-105244 REFERENCES 429: 333-106086 REFERENCES 429: 333-111956 FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 EFFECTIVENESS DATE: 20050420 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124189 FILM NUMBER: 05762051 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 S-8 1 ltip20050420.txt 1997 LONG-TERM STOCK INCENTIVE PROGRAM Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ 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) ________________________ 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 ________________________ 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 unit offering price Fee FON Common Stock, Series 1, $2.00 par value (including the associated preferred stock purchase rights) (2). . . . . . . 30,000,000 $22.485(3) $674,550,000(3) $79,394.54(4) (1) This Registration Statement also relates to an indeterminate number of additional shares of FON Common Stock, Series 1 (and associated preferred stock purchase rights) that may be issued pursuant to anti-dilution and adjustment provisions of the 1997 Long-Term Stock Incentive Program. (2) Each share of FON Common Stock, Series 1 also includes one-half of a preferred stock purchase right (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 FON Common Stock on April 19, 2005, as reported in the consolidated reporting system, was $22.485. (4) Of the amount due $26,232.74 has previously been paid in connection with the registration of shares of PCS Common Stock under Registration Statement Nos. 333-103689 ($781.74), filed March 7, 2003, 333-103691 ($2,394.64) filed March 10, 2003, 333-105244 ($12,070.28) filed May 15, 2003, 333-106086 ($7,117.18) filed June 13, 2003 and 333-111956 ($3,868.90) filed January 16, 2004, that have been withdrawn from registration.
Explanatory Note The purpose of this Registration Statement is to register 30,000,000 additional shares of FON common stock of Sprint Corporation issuable pursuant to the 1997 Long-Term Stock Incentive Program. In addition to this registration statement, a separate registration statement was filed registering shares of FON common stock and PCS common stock for issuance pursuant to the 1997 Long-Term Stock Incentive Program (No. 333-111956) and a separate registration statement was filed registering FON common stock for issuance pursuant to the 1997 Long-Term Stock Incentive Program (No. 333-115621). In addition, separate registration statements were filed registering shares for issuance pursuant to the 1990 Stock Option Plan (Nos. 33-59349, 333-46491, 333-54108, 333-59124 and 333-103691), for issuance pursuant to the 1990 Restricted Stock Plan (No. 333-103689), for issuance as Outside Directors' Shares under the 1997 Long-Term Stock Incentive Program (No. 33-25449) and for issuance on exercise of Outside Directors' Stock Options under the 1997 Long-Term Stock Incentive Program (No. 33-31802). In February 2004, Sprint's board of directors combined the 1990 Stock Option Plan and the 1990 Restricted Stock Plan with and into the 1997 Long-Term Stock Incentive Program to form a single plan. Following the recombination of the plans, shares of FON common stock registered for issuance in connection with the exercise of stock options granted under the 1990 Stock Option Plan will be issued in connection with the exercise of stock options under the 1997 Long-Term Stock Incentive Program, and shares of FON common stock registered for issuance under the 1990 Restricted Stock Plan will be issued in connection with the awards of restricted stock granted under the 1997 Long-Term Stock Incentive Program. Also in February 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"). Each share of PCS common stock outstanding was converted into 0.5 shares of FON common stock. Options to purchase PCS common stock outstanding on the Conversion Date were converted into options to purchase FON common stock. Following the Conversion Date, no shares of PCS common stock may be issued and the remaining shares of PCS common stock have been deregistered. 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. 1-04721) are incorporated in this Registration Statement by reference: - Sprint's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 11, 2005; - Current Reports on Form 8-K filed on January 21, 2005, February 14, 2005, February 17, 2005, and March 15, 2005. - Current Reports on Form 8-K/A filed on April 19, 2005 (two reports). - Description of FON Common Stock contained in Amendment No. 7 to Sprint's Registration Statement on Form 8-A relating to Sprint's FON Common Stock, filed April 12, 2004, and any amendment or report filed for the purpose of updating that description. - Description of Rights contained in Amendment No. 5 to Sprint's Registration Statement on Form 8-A relating to Sprint's Rights, filed April 12, 2004, and any amendment or report filed for the purpose of updating that description. All documents subsequently filed by Sprint pursuant to Section 13(a), 13(c), 14 or 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 FON Common Stock and the related Rights to be issued under the 1997 Long-Term Stock Incentive Program was passed upon by Michael T. Hyde, Assistant Secretary of Sprint. As of April 15, 2005, Mr. Hyde beneficially owned approximately 32,100 shares of FON Common Stock, had options to purchase 70,657 shares of FON Common Stock, and had restricted stock units representing 3,690 shares of FON Common Stock. II-1 Item 6. Indemnification of Directors and Officers Consistent with Section 17-6305 of the Kansas Statutes Annotated, Article IV, Section 9 of the Amended and Restated 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 9, 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 9. 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. II-2 Item 8. Exhibits Exhibit Number Exhibits 4-A. 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 Restated Articles of Incorporation and amendments contained in the Certificate of Designation, Preference and Rights of Preferred Stock-Sixth Series and Certificate of Elimination of Designations of Preferred Stock-Eighth Series are filed as Exhibits 3(a), 3(b) and 3(c) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference. 4-B. Second Amended and Restated Rights Agreement between Sprint Corporation 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 Corporation's Registration Statement on Form 8-A relating to Sprint's Rights, filed April 12, 2004, and incorporated herein by reference). 4-C. Provisions regarding the Kansas Control Share Acquisition Statute are set forth in Article II, Section 5 of the Bylaws. Provisions regarding Stockholders' Meetings are set forth in Article III of the Bylaws. The Amended and Restated Bylaws are filed as Exhibit 3(d) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference. 4-D 1997 Long-Term Stock Incentive Program, as amended (filed as Exhibit 10.4 to Sprint Corporation's Current Report on Form 8-K dated October 11, 2004 and incorporated herein by reference). 5. Opinion and consent of Michael T. Hyde, Esq. 23-A Consent of KPMG LLP. 23-B Consent of Ernst & Young 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-5 of this Registration Statement. 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: II-3 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, unless such information is contained in a periodic report filed 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 set forth in the Registration Statement, unless such information is contained in a periodic report filed 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 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 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. II-4 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 Overland Park, State of Kansas, on the 20th day of April, 2005. SPRINT CORPORATION By: /s/ Robert J. Dellinger (R. J. Dellinger, Executive Vice President) POWER OF ATTORNEY We, the undersigned officers and directors of Sprint Corporation, hereby severally constitute G. D. Forsee, Len J. Lauer, R. J. Dellinger, Thomas A. Gerke and C. S. Toussaint and each of them singly, our true and lawful attorneys with full power to them, 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 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 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 and on the date indicated. Name Title Date Chief Executive Officer and ) /s/ Gary D. Forsee Director ) (G. D. Forsee) (Principal Executive Officer) ) ) ) Executive Vice President ) /s/ Robert J. Dellinger and Chief Financial Officer ) April 20, 2005 (R. J. Dellinger) (Principal Financial Officer) ) ) ) Senior Vice President and ) /s/ J. P. Meyer Controller ) (J. P. Meyer) (Principal Accounting Officer) ) ) ) II-5 /s/ DuBose Ausley ) (DuBose Ausley) Director ) ) _____________________ ) (Gordon M. Bethune) Director ) ) /s/ E. Linn Draper, Jr. ) (E. Linn Draper, Jr.) Director ) ) /s/ James H. Hance, Jr. ) (James H. Hance, Jr.) Director ) ) _____________________ ) (Deborah A. Henretta) Director ) ) /s/ I. O. Hockaday, Jr. ) (I. O. Hockaday, Jr.) Director ) ) /s/ L. K. Lorimer ) (L. K. Lorimer) Director ) ) /s/ C. E. Rice ) April 20, 2005 (C. E. Rice) Director ) ) /s/ Louis W. Smith ) (Louis W. Smith) Director ) ) /s/ Gerald L. Storch ) (Gerald L. Storch) Director ) ) /s/ William H. Swanson ) (William H. Swanson) Director ) ) II-6 EXHIBIT INDEX Exhibit Number 4-A. 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 Restated Articles of Incorporation and amendments contained in the Certificate of Designation, Preference and Rights of Preferred Stock-Sixth Series and Certificate of Elimination of Designations of Preferred Stock-Eighth Series are filed as Exhibits 3(a), 3(b) and 3(c) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference. 4-B. Second Amended and Restated Rights Agreement between Sprint Corporation 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 Corporation's Registration Statement on Form 8-A relating to Sprint's Rights, filed April 12, 2004, and incorporated herein by reference). 4-C. Provisions regarding the Kansas Control Share Acquisition Statute are set forth in Article II, Section 5 of the Bylaws. Provisions regarding Stockholders' Meetings are set forth in Article III of the Bylaws. The Amended and Restated Bylaws are filed as Exhibit 3(d) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference. 4-D 1997 Long-Term Stock Incentive Program, as amended (filed as Exhibit 10.4 to Sprint Corporation's Current Report on Form 8-K dated October 11, 2004 and incorporated herein by reference). 5. Opinion and consent of Michael T. Hyde, Esq. 23-A Consent of KPMG LLP. 23-B Consent of Ernst & Young 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-5 of this Registration Statement. EX-5 2 ltip20050420exh5.txt LEGAL OPINION Exhibit 5 April 20, 2005 Sprint Corporation P.O. Box 7997 Shawnee Mission, Kansas 66207-0997 Re: 30,000,000 shares of FON Common Stock (par value $2.00 per share), and the related Rights, issuable pursuant to the 1997 Long-Term Stock Incentive Program Gentlemen: I have acted as your counsel in connection with the proposed offering and issuance of an aggregate of 30,000,000 shares of your FON Common Stock and the related Rights (collectively, the "FON Shares") referred to in the Registration Statement on Form S- 8 (the "Registration Statement"), 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 Registration Statement and I am familiar with the proceedings taken by your stockholders and your Board of Directors and officers in connection with the approval of the 1997 Long-Term Stock Incentive Program, the authorization of the FON shares, the recombination of PCS Common Stock and FON 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 FON Shares have been duly and validly authorized, and when (i) the Registration Statement has become effective under the Act and (ii) the FON Shares are issued and sold in the manner permitted by the 1997 Long-Term Stock Incentive Program, such FON Shares will be legally issued, fully paid and nonassessable. Sprint Corporation April 20, 2005 Page 2 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/ Michael T. Hyde Michael T. Hyde EX-23 3 ltip20050420exh23a.txt KPMG CONSENT EXHIBIT 23-A Consent of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Sprint Corporation: We consent to the incorporation by reference in the Registration Statement on Form S-8 of Sprint Corporation of our reports dated March 10, 2005, with respect to the consolidated balance sheet of Sprint Corporation and subsidiaries as of December 31, 2004, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and shareholders' equity for the year ended December 31, 2004, and the related financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the 2004 annual report on Form 10-K of Sprint Corporation. /s/ KPMG LLP Kansas City, Missouri April 18, 2005 EX-23 4 ltip20050420exh23b.txt ERNST & YOUNG CONSENT EXHIBIT 23-B CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1997 Long-Term Stock Incentive Program of Sprint Corporation of our report dated February 3, 2004 (except for Note 2, as to which the date is April 23, 2004, and Note 21, as to which the date is November 2, 2004) with respect to the consolidated financial statements and schedule of Sprint Corporation as of December 31, 2003 and for the two years in the period then ended, included in Sprint Corporation's Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Kansas City, Missouri April 18, 2005 -----END PRIVACY-ENHANCED MESSAGE-----