Registration No. 333-68739
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
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 organization) Identification No.)
Post Office Box 7997, Shawnee Mission, Kansas 66207-0997
(Address of principal executive offices)
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1997 LONG-TERM STOCK INCENTIVE PROGRAM
(Shares previously issuable under the 1990 Stock Option Plan)
(Full title of the Plan)
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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
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EXPLANATORY NOTE
This Registration Statement as originally filed related to the offering of
8,100,000 shares of PCS 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. 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 (the "Plan Combination"). 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 8,100,000 shares of PCS Common Stock. The two-for-one split of the
PCS Common Stock increased the number of shares of PCS Common Stock remaining
under the Registration Statement to 16,200,000 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). None of the 16,200,000 shares of PCS
Common Stock were issued upon the exercise of options before the Conversion
Date. 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 16,200,000 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.
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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 14th day
of May, 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) )
) May 14, 2004
)
DUBOSE AUSLEY* Director )
)
______________________ )
(Gordon M. Bethune) Director )
)
)
E. LINN DRAPER, JR. * Director )
)
______________________ )
(Deborah A. Henretta) Director )
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)
)
I. O. HOCKADAY, JR.* Director )
)
)
L. K. LORIMER* Director )
)
) May 14, 2004
C. E. RICE* Director )
)
)
LOUIS W. SMITH* Director )
)
)
GERALD L. STORCH* Director )
)
/s/ Claudia S. Toussaint
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* Signed by Claudia S.
Toussaint, Attorney-in-Fact,
pursuant to Power of Attorney
filed with this Amendment to
the Registration Statement No.
333-68739.
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EXHIBIT INDEX
Exhibit
Number Exhibits
24. Power of Attorney.