Registration No. 333-46491
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)
________________________
1997 LONG-TERM STOCK INCENTIVE PROGRAM
(Shares previously issuable under the 1990 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
________________________
EXPLANATORY NOTE
This Registration Statement as originally filed related to the offering of
6,558,436 shares of Sprint Common Stock ("Sprint Common Stock") issuable under
the 1990 Stock Option Plan, which was adopted as a subsidiary plan under and
pursuant to the 1997 Long-Term Stock Incentive Program (the "1997 Program"),
which had been approved by Sprint's shareholders. On November 23, 1998,
following approval by Sprint shareholders, each share of Sprint Common Stock was
reclassified into one share of FON Common Stock and one-half of a share of PCS
Common Stock. The 6,558,436 shares of Sprint Common Stock were reclassified into
6,558,436 shares of FON Common Stock and 3,279,218 shares of PCS Common Stock.
At the same time, outstanding options were converted into options to purchase
FON Common Stock and PCS Common Stock. The two-for-one split of the FON Common
Stock in the 1999 second quarter increased the number of shares of FON Common
Stock covered by the Registration Statement to 13,116,872 shares of FON Common
Stock. The two-for-one split of the PCS Common Stock in the 2000 first quarter
increased the number of shares of PCS Common Stock covered by the Registration
Statement to 6,558,436 shares of PCS Common Stock.
On February 10, 2004, in compliance with the settlement of the derivative
litigation brought by Amalgamated Bank, as Trustee for The Longview Collective
Investment Fund, Sprint's Board of Directors combined the 1990 Stock Option Plan
with and into the 1997 Program to form a single plan (the "Plan Combination").
Options granted under the 1990 Stock Option Plan before the Plan Combination are
now deemed granted under the 1997 Program. Accordingly, the purpose of this
Post-Effective Amendment No. 2 is to reflect the fact that the shares of FON
Common Stock and PCS Common Stock covered by this Registration Statement and not
previously issued in connection with the exercise of stock options granted under
the 1990 Stock Option Plan before the Plan Combination will hereafter be issued
in connection with the exercise of options granted under the 1997 Program, but
not for any other awards permitted under the 1997 Program (such as restricted
stock, performance share, or other stock unit awards).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Exhibits
4. 1997 Long-Term Stock Incentive Program, as amended
(filed as Exhibit 4 to Post-Effective Amendment No. 2
to Sprint Corporation's Registration Statement on Form
S-8 (No. 33-59349) and incorporated herein by
reference)
24. Power of Attorney.
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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 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 12th day
of February, 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) )
) February 12, 2004
)
DUBOSE AUSLEY* Director )
)
)
E. LINN DRAPER, JR. * Director )
)
)
I. O. HOCKADAY, JR.* Director )
)
)
L. K. LORIMER* Director )
)
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)
C. E. RICE* Director )
)
)
LOUIS W. SMITH* Director )
) February 12, 2004
)
GERALD L. STORCH* Director )
)
)
STEWART TURLEY* 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. 333-46491
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EXHIBIT INDEX
Exhibit
Number Exhibits
4. 1997 Long-Term Stock Incentive Program, as amended
(filed as Exhibit 4 to Post-Effective Amendment No. 2
to Sprint Corporation's Registration Statement on Form
S-8 (No. 33-59349) and incorporated herein by
reference)
24. Power of Attorney.