Registration No. 333-46491
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 3
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. No shares were issued before
the reclassification of Sprint Common Stock into FON Common Stock and PCS Common
Stock in November 1998. The 6,558,436 shares were reclassified into 6,558,436
shares of FON Common Stock and 3,279,218 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 6,558,436 shares of FON Common
Stock. The two-for-one split of the FON Common Stock increased the number of
shares of FON Common Stock remaining under the Registration Statement to
13,116,872 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 3,279,218 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 6,558,436 shares of PCS Common Stock. 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"). The shares of FON 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 be issued in connection with the exercise of options granted under the 1997
Program.
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 4,697,546 shares of PCS
Common Stock were exercised before the Conversion Date, leaving 1,860,890 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. 3 is to deregister the remaining
1,860,890 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 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. 333-46491.
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EXHIBIT INDEX
Exhibit
Number Exhibits
24. Power of Attorney.