Registration No. 333-103689
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 Restricted Stock 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
3,500,000 shares of FON Common Stock and 3,500,000 shares of PCS Common Stock
issuable under the 1990 Restricted Stock 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 Restricted Stock 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 under the 1990 Restricted Stock Plan before the Plan
Combination will be issued in connection with awards of restricted stock 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"). 888,360 shares of PCS Common Stock were
issued before the Conversion Date, leaving 2,611,640 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. 2 is to deregister the remaining 2,611,640 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 18th day
of January, 2005.
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) )
)
) January 18, 2005
)
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 )
)
) January 18, 2005
C. E. RICE* Director )
)
)
LOUIS W. SMITH* Director )
)
)
GERALD L. STORCH* Director )
)
_____________________ )
(William H. Swanson) 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.
333-103689.
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EXHIBIT INDEX
Exhibit
Number Exhibits
24. Power of Attorney.