-----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, Mhq0zRT9EDS7kCLnc6SA8HBkCKxBzAYQS8DX9nPuC7LwdM+MXqgT/UlLjqwmEnYf BmisTV3plmgeyi2lyYfakA== 0000101830-05-000147.txt : 20050421 0000101830-05-000147.hdr.sgml : 20050421 20050421123431 ACCESSION NUMBER: 0000101830-05-000147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050419 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050421 DATE AS OF CHANGE: 20050421 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75664 FILM NUMBER: 05763941 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-K 1 k20050421ausley.txt AMENDMENT OF DIRECTOR OPTION GRANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 19, 2005 SPRINT CORPORATION (Exact name of Registrant as specified in its charter) Kansas 1-04721 48-0457967 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 6200 Sprint Parkway, Overland Park, Kansas 66251 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (913) 624-3000 (Former name or former address, if changed since last report) P. O. Box 7997, Shawnee Mission, Kansas 66207-0997 (Mailing address of principal executive offices) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement Amendment of Director Option Grant On April 19, 2005, the Compensation Committee of the Board of Directors of Sprint Corporation ("Sprint") adopted an amendment to the award agreement for options granted in 2002 to DuBose Ausley, an outside director of Sprint. The amendment accelerates vesting of the final 25% tranche of the option grant in connection with Mr. Ausley's departure from the board at the 2005 annual meeting of stockholders. Options to purchase 2,455 shares of FON common stock will be accelerated. The terms of the options are governed by the 1997 Long-Term Stock Incentive Program, which is filed as Exhibit 10.4 to Sprint's Current Report on Form 8-K dated October 11, 2004 and incorporated herein by reference, and the form of the Amended and Restated Stock Option Agreement which is filed as Exhibit 10.1 hereto and incorporated herein by reference. 1 Item 9.01 Financial Statements and Exhibits Exhibits 10.1 Form of Amended and Restated Stock Option Agreement with Mr. Ausley 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SPRINT CORPORATION Date: April 21, 2005 By: /s/ Michael T. Hyde Michael T. Hyde, Assistant Secretary 3 EXHIBIT INDEX Exhibit Number Description 10.1 Form of Amended and Restated Stock Option Agreement with Mr. Ausley EX-10 2 k20050421ausleyexh101.txt AMEND AND RESTAT STOCK OPTION AGREEMENT Exhibit 10.1 Amended and Restated Stock Option Agreement This Stock Option Agreement is made as of the 19th day of February, 2002, and amended as of April 19, 2005, by and between Sprint Corporation, a Kansas corporation (the "Corporation"), and DuBose Ausley, a non-employee director of the Corporation (the "Director"). Recitals 1. The Corporation has approved the 1990 Stock Option Plan (the "Plan") that provides for the annual grant of stock options to non-employee directors of the Corporation. The Plan was merged with and into the 1997 Long-Term Stock Incentive Program in February 2004. 2. Director was a non-employee director of the Corporation on February 19, 2002, the grant date in 2002, and continues to be a non-employee director on April 19, 2005. Now, Therefore, in consideration of the foregoing and of the mutual covenants and agreements of the parties hereto, the receipt and sufficiency of which is hereby acknowledged by them, the parties agree as follows: The Corporation hereby grants to Director under and subject to all of the terms and conditions of the Plan (a copy of the 1990 Stock Option Plan has been furnished to the Director and its terms are incorporated herein by this reference) the right and option to purchase 6,550 shares of FON Stock at a strike price of $12.965 per share and an option to buy 6,550 shares of PCS Stock at a strike price of $8.90 per share (converted after the recombination of PCS Stock with and into FON Stock into 3,275 shares of FON Stock at a strike price of $17.80 per share). These options shall become exercisable in installments as follows: Twenty-five percent (25%) of the number of shares originally covered hereby shall become exercisable on February 19 in the years 2003, 2004, 2005, and 2006. The number of shares exercisable after each installment shall cumulate and shall remain exercisable during the remainder of the term of the options. The options terminate at the close of business on February 19, 2012. As of April 19, 2005, there remains unvested an option to purchase 1,637 shares of FON Stock at a strike price of $12.965 per share and an option to purchase 818 shares of FON Stock at a strike price of $17.80 per share. Any options that remain unvested as of the Director's departure from the Corporation's Board of Directors at the 2005 Annual Meeting of Stockholder shall vest in full as of the date of that meeting. IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Stock Option Agreement to be signed by its duly authorized officer and the Director has executed the same as of April 19, 2005. Sprint Corporation By: ___________________________________________ Claudia Toussaint, VP Corporate Governance and Ethics and Corporate Secretary __________________________________________ DuBose Ausley -----END PRIVACY-ENHANCED MESSAGE-----