Registration No. 033-65149
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
3,141,400 options to purchase a share of Sprint Common Stock ("Sprint Common
Stock") and 3,141,400 shares of Sprint Common Stock issuable upon exercise of
options granted under the Management Incentive Stock Option Plan. In connection
with the spin-off of Sprint's cellular division in March 1996, the number of
shares covered by the Registration Statement was increased to 3,813,660 to
prevent dilution. 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 3,813,660 shares of Sprint Common Stock were
reclassified into 3,813,660 shares of FON Common Stock and 1,906,830 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 3,813,660 shares of FON Common Stock available under the Registration
Statement. The two-for-one split of the FON Common Stock increased the number of
shares of FON Common Stock under the Registration Statement to 7,627,320 shares
of FON Common Stock. Options for 1,189,246 shares of PCS Common Stock were
exercised before the two-for-one split of the PCS Common Stock in the 2000 first
quarter, leaving 717,584 shares of PCS Common Stock available under the
Registration Statement. The two-for-one split of the PCS Common Stock increased
the number of shares of PCS Common Stock under the Registration Statement to
1,435,168 shares of PCS Common Stock.
Options for all remaining 1,435,168 shares of PCS Common Stock were
exercised before the PCS Common Stock and the FON Common Stock were recombined
on April 23, 2004. In addition, options for all 7,627,320 shares of FON Common
Stock have been exercised. Therefore, no shares of FON Common Stock or PCS
Common Stock remain available under the 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 11th day
of June, 2004.
SPRINT CORPORATION
By /c/ 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 11, 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 11, 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. 033-65149.
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EXHIBIT INDEX
Exhibit
Number Exhibits
24. Power of Attorney