-----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, JzSF266nSXMA39o6CwuuYMsom1Q9BqIMuGHN7OcIWaXhg9VOZPRB6OZkDnKnFp0A TJquW1H/qFcsGoPC60dWWA== 0000101830-10-000005.txt : 20100408 0000101830-10-000005.hdr.sgml : 20100408 20100408104827 ACCESSION NUMBER: 0000101830-10-000005 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100408 DATE AS OF CHANGE: 20100408 SUBJECT COMPANY: 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: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-41991 FILM NUMBER: 10738983 BUSINESS ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 BUSINESS PHONE: 800-829-0965 MAIL ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 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 FILED BY: 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: SC TO-C BUSINESS ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 BUSINESS PHONE: 800-829-0965 MAIL ADDRESS: STREET 1: 6200 SPRINT PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66251 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 SC TO-C 1 to20100408.txt PROPOSED STOCK OPTION FAQ'S SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- SPRINT NEXTEL CORPORATION (Name of Subject Company (Issuer)) Options to Purchase Common Stock, par value $0.01 per share (Title of Class of Securities Underlying Common Stock) 852061100 (CUSIP Number of Class of Securities) ----------------------------- Charles R. Wunsch, Esq. General Counsel and Corporate Secretary Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 Telephone: (913) 794-1496 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) -------------------------------------- - ------------------------------------------------------------------------------ CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee(1) --------------------- ----------------------- N/A N/A - ------------------------- (1) Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the commencement of a tender offer. |_| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Form or Registration No.: N/A Filing Party: N/A Date Filed: N/A |X| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| Attached is a Proposed Stock Option Exchange Program FAQs Supplement made available to Sprint employees on April 8, 2010 regarding the proposed Option Exchange Program announced on March 29, 2010. The exhibit to this Schedule TO does not constitute an offer to holders of Sprint's outstanding stock options to exchange those options. The proposed Option Exchange Program will only be commenced, if at all, if Sprint's shareholders approve the proposal to approve an amendment of an existing equity incentive plan to allow for the proposed Option Exchange Program. The Option Exchange Program has not yet commenced. Sprint will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, or the SEC, upon the commencement of the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the Option Exchange Program. Sprint shareholders and option holders will be able to obtain the written materials described above and other documents filed by Sprint with the SEC free of charge from the SEC's website at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by Sprint with the SEC by directing a written request to: Sprint Nextel Corporation, 6200 Sprint Parkway, Overland Park, KS 66215, Attention: Investor Relations. Item 12. Exhibits. Exhibit Number Description 99.1 Stock Option Exchange Program FAQs Supplement, dated April 8, 2010. 2 EX-99 2 to20100408991.txt SUPPLEMENT TO STOCK OPTION EXCHANGE PROGRAM FAQS Exhibit 99.1 April 8, 2010 SUPPLEMENT to Stock Option Exchange Program FAQs Based on questions received since the announcement of the Proposed Stock Option Exchange Program and publication of FAQs on March 29, we are publishing this Supplement to address commonly asked questions. Most questions are already answered in the published materials and any additional questions can be sent to StockOptions@Sprint.com. If the Stock Option Exchange Program is approved and commenced, additional materials will be published at a later time. Replacement of Question 3 3. Who would be eligible to participate in the Option Exchange Program? We anticipate that the Option Exchange Program would be open to o all U.S. employees of Sprint Nextel and its wholly-owned subsidiaries, except our most senior leadership team listed as the "named executive officers" in our 2010 proxy statement, who o remain employed at Sprint through the grant date of the new options, and who o hold eligible stock options as described in Q&A #4. Because Clearwire is not a wholly-owned subsidiary of Sprint, employees of Clearwire who hold outstanding Sprint stock options would not be eligible. In addition, former Sprint employees who are now employees of an outsourcing vendor (e.g., Ericsson) or who are receiving salary separation pay from Sprint would not be eligible as they are not currently Sprint employees. Employees on a leave of absence would be eligible to participate in the Option Exchange Program and would be provided all applicable information even if they do not have access to their Sprint e-mail account while on leave. The Option Exchange Program would not be open to Board members. New Question 25 25. How do I find out how many stock options I have, whether they are vested, when they expire and what their exercise prices are? You can log in to your UBS account at https://onesource.ubs.com/s or call 877-STK-6985 to view all of your outstanding stock options, including their exercise price and other terms. The Option Exchange Program has not yet commenced. Sprint will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, or the SEC, upon the commencement of the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the Option Exchange Program. Sprint shareholders and option holders will be able to obtain the written materials described above and other documents filed by Sprint with the SEC free of charge from the SEC's website at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by Sprint with the SEC by directing a written request to: Sprint Nextel Corporation, 6200 Sprint Parkway, Overland Park, KS 66215, Attention: Investor Relations. -----END PRIVACY-ENHANCED MESSAGE-----