Registration No. 333-42077
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
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)
------------------------
SPRINT CORPORATION
MANAGEMENT INCENTIVE STOCK OPTION PLAN
(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
------------------------
This Registration Statement as originally filed related to the offering of
6,100,000 options to purchase a share of Sprint Common Stock ("Sprint Common
Stock") and 6,100,000 shares of Sprint Common Stock issuable upon exercise of
options granted under the Management Incentive Stock Option Plan. No shares of
Sprint Common Stock were issued before the reclassification of Sprint Common
Stock into FON Common Stock and PCS Common Stock in November, 1998. The
6,100,000 shares were reclassified into 6,100,000 shares of FON Common Stock and
3,050,000 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 6,100,000 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 12,200,000 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 3,050,000 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 6,100,000 shares
of PCS Common Stock.
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 "Conversion Date). Options for 4,544,494 shares of PCS
Common Stock were exercised before the Conversion Date, leaving 1,555,506 shares
of PCS Common Stock. Following the recombination of the PCS Common Stock and the
FON Common Stock, no shares of PCS Common Stock may be issued. Accordingly, the
purpose of this Post-Effective Amendment No. 2 is to deregister the remaining
1,555,506 shares of PCS Common Stock covered by 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 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 10th day
of June, 2004.
SPRINT CORPORATION
By /s/ Claudia S. Toussaint
(Claudia S. Toussaint, Vice President)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
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 )
G. D. FORSEE* Chief Executive Officer )
(Principal Executive Officer) )
)
)
Executive Vice President )
ROBERT J. DELLINGER* - Chief Financial Officer )
(Principal Financial Officer) )
)
)
Senior Vice President and )
J. P. MEYER* Controller )
(Principal Accounting Officer) )
)
) June 10, 2004
)
DUBOSE AUSLEY* Director )
)
_____________________ )
(Gordon M. Bethune) Director )
)
)
E. LINN DRAPER, JR. * Director )
)
_____________________ )
(Deborah A. Henretta) Director )
)
)
II-2
I. O. HOCKADAY, JR.* Director )
)
)
L. K. LORIMER* Director )
) June 10, 2004
C. E. RICE* Director )
)
)
LOUIS W. SMITH* Director )
)
)
GERALD L. STORCH* Director )
)
/s/ Claudia S. Toussaint
---------------------------------------
* Signed by Claudia S. Toussaint,
Attorney-in-Fact, pursuant to
Power of Attorney filed with
this Amendment to the Registration
Statement No. 333-42077.
II-3
EXHIBIT INDEX
Exhibit
Number Exhibits
24. Power of Attorney.