Registration No. 333-
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 organization) or Identification No.)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
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SPRINT CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
(Full title of the Plan)
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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
Amount offering aggregate
Title of securities to be price offering Amount of
To be registered registered per unit price Registration
Shares of FON Common
Stock
($2.00 par value) . . 10,000,000 $11.44(1) $114,400,000(1) $ 9,254.96(2)
Shares of PCS Common
Stock
($1.00 par value) . . 40,000,000 $3.73(3) $149,200,000(3) $12,070.28(2)
(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 May 8, 2003, as reported in the consolidated
reporting system, was $11.44.
(2) The filing fees have 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 May 14, 2003, as reported in the consolidated
reporting system, was $3.73.
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. 33-53695, No. 333-76755, and No. 333-61462
pertaining to the 1988 Employees Stock Purchase Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Corporation ("Sprint") with the
Securities and Exchange Commission (File No. 1-04721) 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'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 Description of FON Common Stock contained in Amendment No. 4 to Sprint's
Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
filed April 17, 2002.
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.
o Description of PCS Common Stock contained in Amendment No. 4 to Sprint's
Registration Statement on Form 8-A relating to Sprint's PCS Common Stock,
filed April 17, 2002.
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 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
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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 under the 1988 Employees Stock Purchase Plan 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 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.
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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(a) to Sprint Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31, 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.
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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.
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
(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
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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 15th day of
May, 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, 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
/s/ G. D. Forsee Chief Executive Officer and )
(G. D. Forsee) Director )
(Principal Executive Officer)
)
)
Executive Vice President )
/s/ Robert J. Dellinger and Chief Financial Officer )
(R. J. Dellinger) (Principal Financial ) May 15, 2003
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 )
)
)
(L. K. Lorimer) Director )
)
)
/s/ C. E. Rice ) May 15, 2003
(C. E. Rice) Director )
)
/s/ Michael Sears )
(Michael M. Sears) Director )
)
/s/ Louis W. Smith )
(Louis W. Smith) Director )
)
/s/ Stewart Turley )
(Stewart Turley) Director )
)
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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(a) to Sprint Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 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.