<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
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 (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
________________________
SPRINT CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
(Full title of the Plan)
________________________
DON A. JENSEN
Vice President and 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) 624-3326
________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering aggregate registration
to be registered registered price offering fee
per share price<FN-1>
<FN-1>
<S> <C> <C> <C> <C>
Shares of Common Stock
($2.50 par value) . . 7,000,00 $36.3125 $254,187,500 $87,651
<FN>
<FN-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 Common Stock on May 12, 1994, as reported
in the consolidated reporting system, was $36.3125.
</TABLE>
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 Statement on
Form S-8: No. 33-21662 pertaining to the 1988 Employees Stock
Purchase Plan.
<PAGE> II-1
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.
1-4721) are incorporated in this Registration Statement by
reference:
Sprint's Annual Report on Form 10-K for the year ended
December 31, 1993; its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994; and its Current Report on Form 8-K
dated May 16, 1994.
All documents subsequently filed by Sprint pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
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 the Report of the Compensation Committee, the
Performance Graph and any Report on Repricing of Options/SARs
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 prior to
the termination of the offering of the securities covered by this
Registration Statement.
Item 4. Description of Securities
The authorized capital stock of Sprint consists of
500,000,000 shares of Sprint Common Stock and 20,000,000 shares
of Sprint Preferred Stock. The authorized but unissued shares of
Sprint Preferred Stock are issuable in one or more series, with
such designations, preferences and relative, participating,
optional or special rights, if any, and the qualifications,
limitations or restrictions thereof as may be fixed and
determined by resolution of the Board of Directors of Sprint (the
"Sprint Board").
The following are brief summaries of certain provisions with
respect to Sprint Common Stock, par value $2.50 per share,
contained in Sprint's Articles of Incorporation, as amended. Such
statements are qualified in their entirety by reference to such
Articles. The term Preferred Stock, as hereinafter used,
includes the Preferred Stock-First Series, Convertible (the
"First Series"), Preferred Stock-Second Series, Convertible (the
"Second Series"), Preferred Stock-Third Series, 7-3/4% Cumulative
(the "Third Series"), and Preferred Stock-Fifth Series (the
"Fifth Series") and any other series hereinafter established by
the Sprint Board and issued by Sprint (including, if issued, the
Preferred Stock-Fourth Series, Junior Participating referred to
below under "Shareholder Rights"). Sprint Common Stock is listed
and traded on the New York, Chicago and Pacific Stock Exchanges.
<PAGE> II-2
Dividend Rights and Restrictions
Subject to certain dividend restrictions of indentures and
other borrowing agreements and to the preferential rights of the
Preferred Stock, holders of Sprint Common Stock are entitled to
dividends as declared thereon by the Sprint Board only out of net
income or earned surplus. The most restrictive covenant
applicable to dividends is contained in a revolving credit
agreement. Among other restrictions, this agreement requires
Sprint to maintain specified levels of consolidated net worth, as
defined. As a result of this requirement, $1.53 billion of
Sprint's $2.33 billion consolidated retained earnings was
effectively restricted from payment of dividends as of March 31,
1994. Before any dividends on Sprint Common Stock may be paid or
declared and set apart for payment, full cumulative dividends on
the Sprint Preferred Stock must be paid or declared and set apart
for payment. If Sprint fails to purchase the Fifth Series shares
upon tender by the holders, it is precluded from declaring or
paying dividends on its Common Stock until it has deposited the
funds necessary for the purchase of such shares. Upon the
issuance of other series of Preferred Stock, the Sprint Board may
provide for dividend restrictions on Sprint Common Stock as to
such series.
Voting Rights
Except as hereinafter noted, holders of Sprint Common Stock
and the First Series, the Second Series and the Fifth Series are
entitled at each stockholders' meeting of Sprint, as to each
matter to be voted upon, to cast one vote for each share held of
record on the books of Sprint.
The Preferred Stock is entitled to vote as a class with
respect to certain matters affecting preferences of the Preferred
Stock or creating prior ranking or parity stock. If six
quarterly dividends on any series of the Preferred Stock are in
arrears, or if any sinking fund payment on any series of the
Sprint Preferred Stock has been in arrears for more than one
year, the number of Sprint's directors will be increased by two
and the holders of Preferred Stock voting as a class will be
entitled to elect two directors until all arrears in dividends
and sinking fund payments have been paid, and in such event
Sprint Common Stock and all voting series of the Preferred Stock
would be entitled to elect the remaining directors. If no
dividends or less than full cumulative dividends on the Fifth
Series shall have been paid for each of four consecutive dividend
periods, or if arrearages in the payment of dividends on the
Fifth Series shall have cumulated in an amount equal to full
cumulative dividends on the Fifth Series for six quarterly
dividend periods, the holders of the Fifth Series, acting alone,
will be entitled to elect the smallest number constituting a
majority of Sprint's Directors then to be elected until all
arrears in such dividends are paid or set aside for payment.
The Sprint Board is divided into three classes, with each
class consisting, as nearly as possible, of one-third of the
total number of directors and serving a staggered three-year
term. Only one class is elected each year, and it is elected for
a three-year term. Sprint stockholders are not entitled to
cumulative voting rights in the election of directors.
<PAGE> II-3
Sprint's Articles of Incorporation require that certain
business combinations initiated by a holder of at least 10
percent of Sprint's voting stock must be approved by the holders
of 80 percent of the outstanding voting stock.
Restriction on Purchase of Equity Securities by Sprint
Sprint's Articles of Incorporation prohibit Sprint from
purchasing its own equity securities from an owner of 5 percent
or more of such equity securities (if any of the securities have
been held for less than two years) at a premium over market price
unless Sprint either (1) obtains the approval of the holders of a
majority of the shares of Sprint's outstanding voting stock
(excluding the shares held by the 5 percent security holder) or
(2) makes a tender or exchange offer to purchase securities of
the same class on the same terms to all holders of such equity
securities.
Shareholder Rights
Each share of Sprint Common Stock issued prior to the
occurrence of certain takeover events has one-half of a Right
attached in accordance with the terms of a Shareholder Rights
Plan adopted by Sprint on August 8, 1989. The Rights do not
become exercisable and do not separate from the shares of Common
Stock until the occurrence of such takeover events. Each Right,
when it becomes exercisable, entitles the holder to purchase a
unit consisting of one one-hundredth of a share of Preferred
Stock-Fourth Series, Junior Participating at a price of $235 per
unit, or to purchase Sprint Common Stock or common stock of the
acquiring company having a value equal to two times the exercise
price of the Right, depending upon the circumstances. Under
certain circumstances, Rights beneficially owned by a person or
group of affiliated or associated persons who have acquired, or
obtained the right to acquire, beneficial ownership of 20 percent
or more of the outstanding shares of Sprint Common Stock become
null and void. The Rights may be redeemed by Sprint at a price
of one cent per Right and expire on September 8, 1999.
Liquidation Rights
In the event of liquidation, holders of Sprint Common Stock
will be entitled to share ratably in any assets remaining after
the satisfaction in full of the prior rights of creditors,
including holders of Sprint indebtedness, and the aggregate
liquidation preference of any Sprint Preferred Stock then
outstanding.
Preemptive Rights
No holder of shares of Sprint Common Stock or any other
capital stock of Sprint is entitled to preemptive rights or
subscription rights, other than pursuant to the Rights referred
to under "Shareholder Rights" above.
<PAGE> II-4
Fully Paid
The outstanding shares of Sprint Common Stock are, and the
shares of Sprint Common Stock offered hereby when issued will be,
fully paid and nonassessable.
Transfer Agents and Registrars
The Transfer Agents and Registrars for Sprint Common Stock
are United Missouri Bank, n.a. (Missouri), and Chemical Bank (New
York).
Item 5. Interests of Named Experts and Counsel.
The validity of the 7,000,000 newly authorized and unissued
shares of Sprint Common Stock to be issued under the 1988
Employees Stock Purchase Plan was passed upon by Don A. Jensen,
Esq., Vice President and Secretary of Sprint.
Item 6. Indemnification of Directors and Officers.
Consistent with Section 17-6305 of the Kansas Statutes
Annotated, Article IV, Section 11 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 11, 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 be required 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 11 and indemnify directors and officers of Sprint against
additional liabilities not indemnified under Section 11.
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.
<PAGE> II-5
Item 8. Exhibits.
Exhibit
Number Exhibit
4A. Article Fifth, Article Sixth, Article Seventh and
Article Eighth of the Articles of Incorporation of
Sprint Corporation (the Articles of Incorporation are
filed as Exhibit 4 to Sprint Corporation's Current
Report on Form 8-K dated March 9, 1993 and incorporated
herein by reference).
4B. Rights Agreement dated as of August 8, 1989, between
Sprint Corporation (formerly United Telecommunications,
Inc.) and United Missouri Bank, n.a. (formerly United
Missouri Bank of Kansas City, N.A.) as Rights Agent
(filed as Exhibit 2(b) to Sprint Corporation's
Registration Statement on Form 8-A dated August 11,
1989 (File No. 1-4721) and incorporated herein by
reference).
4C. Amendment and supplement dated June 4, 1992 to Rights
Agreement dated as of August 8, 1989 (filed as Exhibit
2(c) to Amendment No. 1 on Form 8 dated June 8, 1992 to
Sprint Corporation's Registration Statement on Form 8-A
dated August 11, 1989 (File No. 1-4721), and
incorporated herein by reference).
5. Opinion and consent of Don A. Jensen, Esq.
23A. Consent of Ernst & Young.
23B. Consent of Arthur Andersen & Co.
23C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-7 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
<PAGE> II-6
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 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.
<PAGE> II-7
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 Westwood, State of Kansas, on the 17th day of May,
1994.
SPRINT CORPORATION
By /s/ W. T. ESREY
(W. T. Esrey, Chairman of the Board)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint
Corporation, hereby severally constitute W. T. Esrey, A. B.
Krause and J.R. Devlin 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.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
Chairman of the Board and )
Chief Executive Officer )
/s/ W. T. ESREY (Principal Executive Officer) ) May 17, 1994
(W. T. Esrey) )
)
Executive Vice President )
and Chief Financial Officer )
/s/ A. B. KRAUSE (Principal Financial Officer) ) May 17, 1994
(A. B. Krause) )
)
Senior Vice President and )
Controller )
/s/ JOHN P. MEYER (Principal Accounting Officer ) May 17, 1994
(J. P. Meyer) )
<PAGE> II-8
<CAPTION>
Name Title Date
<S> <C> <C> )
/s/ D. AUSLEY Director ) May 17, 1994
(D. Ausley) )
)
)
/s/ WARREN L. BATTS Director ) May 17, 1994
(W. L. Batts) )
)
)
_____________ Director )
(R. M. Davis) )
)
)
/s/ JOSEPH L. DIONNE Director ) May 17, 1994
(J. L. Dionne) )
)
)
/s/ DONALD J. HALL Director ) May 17, 1994
(D. J. Hall) )
)
)
/s/ P. H. HENSON Director ) May 17, 1994
(P. H. Henson) )
)
)
/s/ HAROLD S. HOOK Director ) May 17, 1994
(H. S. Hook) )
)
)
/s/ R. E. R. HUNTLEY Director ) May 17, 1994
(R. E. R. Huntley) )
)
)
/s/ RONALD T. LEMAY Director ) May 17, 1994
(R. T. LeMay) )
)
)
/s/ LINDA K. LORIMER Director ) May 17, 1994
(L. K. Lorimer) )
)
)
/s/ C. H. PRICE Director ) May 17, 1994
(C. H. Price II) )
)
<PAGE> II-9
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ FRANK E. REED Director ) May 17, 1994
(F. E. Reed) )
)
)
/s/ C. E. RICE Director ) May 17, 1994
(C. E. Rice) )
)
)
/s/ STEWART TURLEY Director ) May 9, 1994
(S. Turley) )
</TABLE>
<PAGE>
Exhibit Index
Exhibit Page
Number
4A. Article Fifth, Article Sixth, Article Seventh
and Article Eighth of the Articles of
Incorporation of Sprint Corporation (the
Articles of Incorporation are filed as Exhibit
4 to Sprint Corporation's Current Report on
Form 8-K dated March 9, 1993 and incorporated
herein by reference).
4B. Rights Agreement dated as of August 8, 1989,
between Sprint Corporation (formerly United
Telecommunications, Inc.) and United Missouri
Bank, n.a. (formerly United Missouri Bank of
Kansas City, N.A.) as Rights Agent (filed as
Exhibit 2(b) to Sprint Corporation's
Registration Statement on Form 8-A dated August
11, 1989 (File No. 1-4721) and incorporated
herein by reference).
4C. Amendment and supplement dated June 4, 1992 to
Rights Agreement dated as of August 8, 1989
(filed as Exhibit 2(c) to Amendment No. 1 on
Form 8 dated June 8, 1992 to Sprint
Corporation's Registration Statement on Form 8-
A dated August 11, 1989 (File No. 1-4721), and
incorporated herein by reference).
5. Opinion and consent of Don A. Jensen, Esq.
23A. Consent of Ernst & Young.
23B. Consent of Arthur Andersen & Co.
23C. Consent of Don A. Jensen, Esq. is contained in
his opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-7 of
this Registration Statement.
<PAGE>
Exhibit 5
May 17, 1994
Sprint Corporation
P. O. Box 11315
Kansas City, Missouri 64112
Re: 7,000,000 Shares of Common Stock (par value $2.50 per share)
of Sprint Corporation, issuable under the 1988 Employees
Stock Purchase Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering and issuance of an aggregate of 7,000,000 additional
shares of your Common Stock ("Additional Shares"), $2.50 par
value, referred to in the Registration Statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"). In such connection, I have examined the
Registration Statement and I am familiar with the corporate
proceedings taken by your Board of Directors and officers in
connection with the authorization, issuance and sale of the
Additional Shares and related matters, and I have reviewed such
documents, records and matters of law as I have considered
necessary for rendering my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that:
1. Sprint Corporation is a corporation duly organized and
validly existing under the laws of the State of Kansas.
2. The Additional Shares have been duly and validly
authorized and, when (i) the Registration Statement has
become effective under the Act and (ii) the Additional
Shares are issued and sold in the manner and upon the terms
set forth in the 1988 Employees Stock Purchase Plan, such
Additional Shares will be legally issued, fully paid and
nonassessable.
<PAGE>
Sprint Corporation
May 17, 1994
Page 2
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/s/ DON A. JENSEN
Don A. Jensen
DAJ/lvs
<PAGE>
Exhibit 23A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sprint Corporation 1988
Employees Stock Purchase Plan of our report dated February 2,
1994, with respect to the consolidated financial statements and
schedules of Sprint Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG
Ernst & Young
Kansas City, Missouri
May 17, 1994
<PAGE>
Exhibit 23B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report on the financial statements of Centel
Corporation (a Kansas corporation) dated February 3, 1993,
included in Sprint Corporation's Form 10-K dated March 14, 1994,
into Sprint Corporation's registration statement of Form S-8
covering the registration of 7,000,000 shares of Common Stock.
/s/ ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
Chicago, Illinois
May 17, 1994
