-----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, VLMkHv1cJYiPjfBMqASQ9DXWGKj0Li9MLItJVpRTex6/Z9UumjMaIxIQm/zMQ2tK gtGPkkHQo+PPduIWRvEWCA== 0000101830-07-000017.txt : 20070503 0000101830-07-000017.hdr.sgml : 20070503 20070503100745 ACCESSION NUMBER: 0000101830-07-000017 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070503 DATE AS OF CHANGE: 20070503 EFFECTIVENESS DATE: 20070503 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: 333-46491 FILM NUMBER: 07813256 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 s820070503ltipamd4.txt NO SHARES REMAIN AVAILABLE Registration No. 333-46491 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 4 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) ------------------------ 1997 LONG-TERM STOCK INCENTIVE PROGRAM (Shares previously issuable under the 1990 Stock Option Plan) (Full title of the Plan) ------------------------ 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 ------------------------ ================================================================================ This Registration Statement as originally filed related to the offering of 6,558,436 shares of the Common Stock ("Sprint Common Stock") of Sprint Corporation ("Sprint"), issuable under the 1990 Stock Option Plan, which was a subsidiary plan under and pursuant to the 1997 Long-Term Stock Incentive Program (the "1997 Program"). No shares were issued before the reclassification of Sprint Common Stock into FON Common Stock and PCS Common Stock in November 1998. The 6,558,436 shares were reclassified into 6,558,436 shares of FON Common Stock and 3,279,218 shares of PCS Common Stock. No shares of FON Common Stock were issued before the two-for-one split of the FON Common Stock in the 1999 second quarter, leaving all 6,558,436 shares of FON Common Stock. The two-for-one split of the FON Common Stock increased the number of shares of FON Common Stock under the Registration Statement to 13,116,872 shares of FON Common Stock. No shares of PCS Common Stock were issued before the two-for-one split of the PCS Common Stock in the 2000 first quarter, leaving all 3,279,218 shares of PCS Common Stock. The two-for-one split of the PCS Common Stock increased the number of shares of PCS Common Stock under the Registration Statement to 6,558,436 shares of PCS Common Stock. As previously reported, Sprint's Board of Directors combined the 1990 Stock Option Plan with and into the 1997 Program to form a single plan. On February 28, 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 "Recombination Date"). Options for 4,697,546 shares of PCS Common Stock were exercised before the Recombination Date, leaving 1,860,890 shares of PCS Common Stock. Following the recombination of the PCS Common Stock and the FON Common Stock, the remaining shares of PCS Common Stock were deregistered. 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 and to redesignate its FON Common Stock as common stock. Options for the 13,116,872 shares of common stock, previously called FON Common Stock, covered by this Registration Statement have now been exercised. Therefore, no shares remain available under 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 Amendment No. 4 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 3rd day of May, 2007. SPRINT NEXTEL CORPORATION By: /s/ Michael T. Hyde Michael T. Hyde, Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 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 ) GARY D. FORSEE* Chief Executive Officer ) (Principal Executive Officer) ) ) ) Chief Financial Officer ) PAUL SALEH* (Principal Financial Officer) ) ) ) W.G. ARENDT* Senior Vice President and Controller ) (Principal Accounting Officer) ) ) ) May 3, 2007 KEITH J. BANE* Director ) ) ) - ------------------ ) (Robert R. Bennett) Director ) ) ) GORDON BETHUNE* Director ) ) ) FRANK M. DRENDEL* Director ) ) ) JAMES H. HANCE JR.* Director ) II-2 V. JANET HILL* Director ) ) ) I. O. HOCKADAY, JR.* Director ) May 3, 2007 ) ) L. K. LORIMER* Director ) ) ) WILLIAM SWANSON* Director ) /s/ Michael T. Hyde * By: Michael T. Hyde, Attorney-in- Fact, pursuant to Power of Attorney filed with this Amendment No. 4. II-3 EXHIBIT INDEX Exhibit Number Exhibits 24. Power of Attorney. EX-24 2 s8200601exh24poa.txt POA 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-----