SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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SPRINT
RETIREMENT SAVINGS PLAN
and
SPRINT RETIREMENT SAVINGS PLAN
FOR BARGAINING UNIT EMPLOYEES
(Full title of the Plans)
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CLAUDIA S. TOUSSAINT
Vice President, Corporate Governance and Corporate 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) 794-1513
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
securities to be price offering Registration
To be registered registered Per unit price Fee
Shares of FON Common
Stock
($2.00 par value) . . 15,000,000 $13.755(1) $206,325,000(1) $16,691.70(2)
Shares of PCS Common
Stock
($1.00 par value) . . 17,000,000 $5.175(3) $87,975,000(3) $7,117.18
(1) 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 June 9, 2003, as reported in the consolidated
reporting system, was $13.755
(2) Of this amount, $5,420.55 has previously been paid.
(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 PCS Common Stock on June 6, 2003, as reported in the consolidated
reporting system, was $5.175.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
The provisions of Rule 416 under the Securities Act of 1933 shall apply to this
Registration Statement and the number of shares registered on this Registration
Statement automatically shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus relating
to this Registration Statement meets the requirements for use in connection with
the shares of common stock registered under the following Registration
Statements on Form S-8: No. 33-38761 and No. 333-86458 pertaining to the Sprint
Retirement Savings Plan and the Sprint Retirement Savings Plan for Bargaining
Unit Employees (formerly called the United System Savings Plan).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Corporation ("Sprint") (File No.
1-04721), by the Sprint Retirement Savings Plan or by the Sprint Retirement
Savings Plan for Bargaining Unit Employees with the Securities and Exchange
Commission are incorporated in this Registration Statement by reference:
o Sprint's Annual Report on Form 10-K for the year ended December 31,
2002.
o Sprint Retirement Savings Plan Annual Report on Form 11-K for the year
ended December 31, 2001.
o Sprint Retirement Savings Plan for Barganing Unit Employees Annual
Report on Form 11-K for the year ended December 31, 2001.
o Sprint's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003.
o Sprint's Current Report on Form 8-K dated January 3, 2003, and filed
January 8, 2003.
o Sprint's Current Report on Form 8-K dated February 5, 2003, and filed
February 6, 2003.
o Sprint's Current Report on Form 8-K dated March 18, 2003, and filed
March 19, 2003.
o Sprint's Current Report on Form 8-K dated March 19, 2003, and filed
March 19, 2003.
o Sprint's Current Report on Form 8-K dated June 10, 2003, and filed
June 11, 2003.
o Description of FON Common Stock contained in Amendment No. 5 to
Sprint's Registration Statement on Form 8-A relating to Sprint's FON
Common Stock, filed May 22, 2003.
o Description of FON Group Rights contained in Amendment No. 4 to
Sprint's Registration Statement on Form 8-A relating to Sprint's FON
Group Rights, filed April 2, 2003.
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o Description of PCS Common Stock contained in Amendment No. 5 to
Sprint's Registration Statement on Form 8-A relating to Sprint's PCS
Common Stock, filed May 23, 2003.
o Description of PCS Group Rights contained in Amendment No. 3 to
Sprint's Registration Statement on Form 8-A relating to Sprint's PCS
Group Rights, filed April 2, 2003.
All documents subsequently filed by Sprint, the Sprint Retirement Savings
Plan or the Sprint Retirement Savings Plan for Bargaining Unit Employees
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. Sprint expressly excludes from such
incorporation information furnished pursuant to Item 9 or Item 12 of any Current
Report on Form 8-K, and the Audit Committee Report, the Report of the
Compensation Committee, and the Performance Graph 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 Registration Statement and
before 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 to the Trustee for the Sprint Retirement Savings
Plan and the Trustee for the Sprint Retirement Savings Plan for Bargaining Unit
Employees was passed upon by Michael T. Hyde, Assistant Secretary of Sprint.
Item 6. Indemnification of Directors and Officers
Consistent with Section 17-6305 of the Kansas Statutes Annotated, Article
IV, Section 9 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 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
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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 and indemnify directors and officers of
Sprint against additional liabilities not 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.
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 Articles, as amended, are filed as
Exhibit 3.1 to Amendment No. 5 to Sprint Corporation's Registration
Statement on Form 8-A relating to Sprint's Series 1 FON Common Stock, filed
May 22, 2003, and incorporated herein by reference.
4-B. Amended and Restated 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).
4-C. Amendment dated March 28, 2003, to Amended and Restated Rights Agreement
between Sprint Corporation and UMB, n.a., as Rights Agent (filed as Exhibit
4.2 to Amendment No. 3 to Sprint Corporation's Registration Statement on
Form 8-A relating to Sprint's PCS Group Rights, filed April 2, 2003 and
incorporated herein by reference).
4-D. Provisions regarding Stockholders' Meetings are set forth in Article III of
the Bylaws. Provisions regarding the Capital Stock Committee are set forth
in Article IV, Section 12 of the Bylaws. The Bylaws are filed as Exhibit
3.2 to Amendment No. 4 to Sprint Corporation's Registration Statement on
Form 8-A relating to Sprint's Series 1 PCS Common Stock, filed April 17,
2002, and incorporated herein by reference.
4-E. Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4(c) to
Sprint Corporation's Annual Report on Form 10-K/A for the year ended
December 31, 2001, and incorporated herein by reference).
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4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
and among Sprint Corporation, France Telecom and Deutsche 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), as amended by the Master Transfer Agreement dated January
21, 2000 between and among France Telecom, Deutsche Telekom AG, NAB
Nordamerika Beteiligungs Holding GmbH, Atlas Telecommunications, S.A.,
Sprint Corporation, Sprint Global Venture, Inc. and the JV Entities set
forth in Schedule II thereto (filed as Exhibit 2 to Sprint Corporation's
Current Report on Form 8-K dated January 26, 2000 and incorporated herein
by reference).
5. Opinion and consent of Michael T. Hyde, Esq.
23-A Consent of Ernst & Young LLP.
23-B Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.
24. Power of Attorney is contained on page II-6 of this Registration Statement.
Sprint has submitted in a timely manner the Sprint Retirement Savings Plan
and the Sprint Retirement Savings Plan for Bargaining Unit Employees and any
amendment thereto to the Internal Revenue Service ("IRS") for a determination
letter that each of those Plans is qualified under Section 401 of the Internal
Revenue Code and will make all changes required by the IRS in order to qualify
the Plans.
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:
(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
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(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.
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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 12th day of
June, 2003.
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, R. J. Dellinger, T. 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
Chairman of the Board and )
/s/ Gary D. Forsee Chief Executive Officer )
(G. D. Forsee) (Principal Executive )
Officer) )
)
)
Executive Vice President )
/s/ Robert J. Dellinger and Chief Financial Officer ) June 12, 2003
(R. J. Dellinger) (Principal Financial )
Officer) )
)
)
/s/ J. P. Meyer Senior Vice President and )
(J. P. Meyer) Controller )
(Principal Accounting )
Officer) )
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)
/s/ DuBose Ausley )
(DuBose Ausley) Director )
)
/s/ I. O. Hockaday, Jr. )
(I. O. Hockaday, Jr.) Director )
)
/s/ L. K. Lorimer )
(L. K. Lorimer) Director )
)
)
(C. E. Rice) Director ) June 12, 2003
)
)
(Michael M. Sears) Director )
)
/s/ Louis W. Smith )
(Louis W. Smith) Director )
)
/s/ Stewart Turley )
(Stewart Turley) Director )
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Savings
Plan Committee 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 12th day of June, 2003.
SPRINT RETIREMENT SAVINGS PLAN
By: /s/ Robert J. Dellinger
Robert J. Dellinger
Savings Plan Committee Member
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Savings
Plan Committee 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 12th day of June, 2003.
SPRINT RETIREMENT SAVINGS PLAN
FOR BARGAINING UNIT EMPLOYEES
By: /s/ Robert J. Dellinger
Robert J. Dellinger
Savings Plan Committee Member
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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 Articles, as amended, are filed as
Exhibit 3.1 to Amendment No. 5 to Sprint Corporation's Registration
Statement on Form 8-A relating to Sprint's Series 1 FON Common Stock, filed
May 22, 2003, and incorporated herein by reference.
4-B. Amended and Restated 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).
4-C. Amendment dated March 28, 2003, to Amended and Restated Rights Agreement
between Sprint Corporation and UMB, n.a., as Rights Agent (filed as Exhibit
4.2 to Amendment No. 3 to Sprint Corporation's Registration Statement on
Form 8-A relating to Sprint's PCS Group Rights, filed April 2, 2003 and
incorporated herein by reference).
4-D. Provisions regarding Stockholders' Meetings are set forth in Article III of
the Bylaws. Provisions regarding the Capital Stock Committee are set forth
in Article IV, Section 12 of the Bylaws. The Bylaws are filed as Exhibit
3.2 to Amendment No. 4 to Sprint Corporation's Registration Statement on
Form 8-A relating to Sprint's Series 1 PCS Common Stock, filed April 17,
2002, and incorporated herein by reference.
4-E. Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4(c) to
Sprint Corporation's Annual Report on Form 10-K/A for the year ended
December 31, 2001, and incorporated herein by reference).
4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
and among Sprint Corporation, France Telecom and Deutsche 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), as amended by the Master Transfer Agreement dated January
21, 2000 between and among France Telecom, Deutsche Telekom AG, NAB
Nordamerika Beteiligungs Holding GmbH, Atlas Telecommunications, S.A.,
Sprint Corporation, Sprint Global Venture, Inc. and the JV Entities set
forth in Schedule II thereto (filed as Exhibit 2 to Sprint Corporation's
Current Report on Form 8-K dated January 26, 2000 and incorporated herein
by reference).
5. Opinion and consent of Michael T. Hyde, Esq.
23-A Consent of Ernst & Young LLP.
23-B Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.
24. Power of Attorney is contained on page II-6 of this Registration Statement.