<PAGE>
As filed with the Securities and Exchange Commission on
March 2, 1995
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
MANAGEMENT INCENTIVE STOCK OPTION 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 price
<S> <C> <C> <C> <C>
Options to purchase
share of Common Stock 3,134,600 $5 $15,673,000 $5,404.50
Shares of Common Stock
($2.50 par value) . . 3,134,600 $29.50<FN-1> $92,470,700 $31,886.50
<FN-1>
<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 February 24, 1995, as reported
in the consolidated reporting system, was $29.50.
</TABLE>
<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 Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1994; and its
Current Reports on Form 8-K dated May 16, June 6, June 7, June 14
and October 25, 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
OPTIONS
The Options will represent the right to purchase shares of
Sprint Common Stock. The following are brief summaries of
certain provisions with respect to the Options.
Consideration for Options
Pursuant to the terms of Sprint's Management Incentive Stock
Option Plan (the "Plan"), eligible employees of Sprint or its
subsidiaries can elect to receive an Option in lieu of receiving
a portion of their cash payout under Sprint's management
incentive plans. For the 1995 awards, payable in 1996, eligible
employees will receive an Option to purchase shares of Common
Stock, one share for each $5 reduction in cash incentive payout
resulting from such election. Certain benefits which are
determined based on the cash payment will also be affected. The
Organization and Compensation Committee of Sprint's Board (the
"Committee") will determine the price for Options in subsequent
years.
<PAGE> II-2
Exercise Price
The price at which each share of Common Stock covered by an
Option may be purchased shall be one hundred percent (100%) of
the fair market value of the stock on the date the Option is
granted. Fair market value shall be deemed to be the average of
the high and low prices of the Common Stock of Sprint for
composite transactions as published by major newspapers for the
date the Option is granted or, if no sale of Sprint's Common
Stock shall have been made on that day, the next preceding day on
which there was a sale of such stock.
Vesting
The total number of shares subject to Options granted in
1995 shall become exercisable December 31, 1995. Vesting of
Options granted in subsequent years will be determined by the
Committee.
Term of Option
Options shall not be exercisable after the expiration of ten
(10) years from the date of grant.
Time for Exercise
If an optionee's employment with Sprint is terminated, the
optionee may exercise Options which are exercisable on the date
of termination of employment until the earlier of (1) the date on
which the Option expires and (2) the end of the applicable time
period below:
a. Retirement: five years after retirement date.
b. Disability (qualifying for long-term disability
benefits under Sprint's Basic Long-Term Disability
Plan): five years after qualification date.
c. Death: one year after death for the estate or
designated beneficiary to exercise the decedent's
Options.
d. Involuntary termination other than for cause: the date
on which the Option expires.
e. Voluntary termination: three months from the date of
termination of employment.
If an optionee's employment is terminated for a reason
constituting good cause, any outstanding Options granted under
the Plan and held by such optionee at such time will
automatically terminate.
<PAGE> II-3
Payment of Exercise Price
Options shall be exercisable only upon payment to Sprint of
the full purchase price of the shares with respect to which
Options are exercised. Payment for the shares shall be either in
United States dollars, payable in cash or by check, or by
surrender of stock certificates representing like Common Stock of
Sprint having an aggregate fair market value, determined as of
the date of exercise, equal to the number of shares with respect
to which such Options are exercised multiplied by the exercise
price per share. The fair market value of Common Stock on the
date of exercise of Options shall be determined in the same
manner as the fair market value of Common Stock on the date of
grant of Options is determined. Certain optionees may use
restricted stock as payment for the exercise price (see
"Restricted Stock" below). In that event, fair market value of
the shares of restricted stock will be determined as if the
shares were not restricted.
Nontransferable
Options shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution, except
that an optionee may designate beneficiaries other than the
optionee's estate to exercise unexpired Options after the
optionee's death.
Restricted Stock
Certain optionees, as determined by the Committee, may elect
to receive restricted stock upon exercise of an Option.
Restricted stock is Common Stock issued with the restriction that
the holder may not sell, transfer, pledge or assign such shares
for a period of time after issuance, except to pay the exercise
price of Options issued by Sprint. The restrictions lapse as
specified by the optionee for a period of from six (6) months to
ten (10) years, provided that if restricted Common Stock is used
to pay the exercise price, restrictions on the Common Stock
received upon exercise shall be at least as restrictive as to
time and other vesting conditions as the restrictions on the
shares used to pay the exercise price.
Change in Stock, Adjustments
In the event that the outstanding shares of Common Stock of
Sprint are hereafter increased or decreased or changed into or
exchanged for a different number of shares or kind of shares or
other securities of Sprint or of another corporation, by reason
of reorganization, merger, consolidation, recapitalization,
reclassification, stock split up, combination of shares, or a
dividend payable in capital stock, appropriate adjustment shall
be made by the Committee in the number and kind of shares as to
which outstanding Options, or portions thereof then unexercised,
shall be exercisable, to the end that the optionee's
proportionate interest shall be maintained as before the
<PAGE> II-4
occurrence of such event, and such adjustment of outstanding
Options shall be made without change of the total price
applicable to unexercised Options and with a corresponding
adjustment in the exercise price per share.
Reload Options
Options granted in 1995 will include the right to a reload
Option, subject to the availability of shares. The Committee
will determine whether subsequent Options will include the right
to a reload Option. A reload Option is a new nonqualified Option
granted upon exercise of the original Option if the original
Option is exercised by the stock-for-stock method.
A reload Option:
a. is not available to optionees no longer employed by
Sprint;
b. is not available upon the exercise of an Option which
expires in less than one year from date of exercise;
c. has an exercise price equal to the fair market value of
Sprint Common Stock on the date of the exercise of the
original Option;
d. is granted for the number of shares equal to the sum of
i. the number of shares surrendered for payment of
the exercise price of the original Option;
ii. the number of shares withheld from the exercise
for the payment of income tax withholding; and
iii. the number of shares delivered in payment of
income tax withholding.
e. is exercisable in full beginning one year after the
exercise of the original Option, provided the optionee
has held the shares received in the exercise for at
least six months, and remains exercisable for the
remainder of the term of the original Option;
f. is not available upon the exercise of a reload Option.
COMMON STOCK
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
<PAGE> II-5
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.
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 covenants
applicable to dividends are 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, $1.67 billion of
Sprint's $2.73 billion consolidated retained earnings was
effectively restricted from payment of dividends as of December
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
<PAGE> II-6
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.
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
<PAGE> II-7
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.
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 UMB Bank, n.a. (Missouri), and Chemical Bank (New York).
Item 5. Interests of Named Experts and Counsel.
The validity of the Options and the shares of Sprint Common
Stock to be issued under the Management Incentive Stock Option
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
<PAGE> II-8
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.
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 UMB 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.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Arthur Andersen LLP.
<PAGE> II-9
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-11 of this
Registration Statement.
99 Management Incentive Stock Option Plan.
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
<PAGE> II-10
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-11
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 2nd day of March, 1995.
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 )
(W. T. Esrey) Officer) )
)
)
Executive Vice President )
and Chief Financial Officer )
/s/ A. B. Krause (Principal Financial ) March 2, 1995
(A. B. Krause) Officer) )
)
)
Senior Vice President and )
Controller )
(Principal Accounting )
/s/ John P. Meyer Officer) )
(J. P. Meyer) )
<PAGE> II-12
<CAPTION>
Name Title Date
<S> <C> <C>
)
/s/ DuBose Ausley Director )
(DuBose Ausley) )
)
/s/ W. L. Batts Director )
(W. L. Batts) )
)
/s/ Ruth M. Davis Director )
(R. M. Davis) )
)
/s/ Donald J. Hall Director )
(D. J. Hall) )
)
/s/ P. H. Henson Director )
(P. H. Henson) )
)
/s/ H. S. Hook Director )
(H. S. Hook) )
)
/s/ R. E. R. Huntley Director ) March 2, 1995
(R. E. R. Huntley) )
)
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
/s/ Linda K. Lorimer Director )
(L. K. Lorimer) )
)
Director )
(C. H. Price II) )
)
/s/ F. E. Reed Director )
(F. E. Reed) )
)
/s/ C. E. Rice Director )
(C. E. Rice) )
)
/s/ Stewart Turley Director )
(Stewart Turley) )
</TABLE>
<PAGE>
Exhibit Index
Exhibit
Number Page
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 UMB 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.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Arthur Andersen LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
26. Power of Attorney is contained on page II-11 of
this Registration Statement.
99. Management Incentive Stock Option Plan.
<PAGE>
Exhibit 5
March 2, 1995
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 3,134,600 Options and 3,134,600 Shares of Common Stock
(par value $2.50 per share) of Sprint Corporation,
issuable in connection with the Management Incentive
Stock Option Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering and issuance of an aggregate of 3,134,600 options (the
"Options") to purchase a share of your Common Stock, $2.50 par
value, and 3,134,600 additional shares of your Common Stock
("Additional Shares"), 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 and issuance of the
Options and 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. Subject to approval of the Management Incentive Stock
Option Plan (the "Plan") by your stockholders, the Options
and the Additional Shares have been duly and validly
authorized and, assuming the stockholders approve the Plan,
when (i) the Registration Statement has become effective
under the Act and (ii) the Options and the Additional Shares
are issued and sold in the manner and upon the terms set
forth in the Plan, such Options and Additional Shares will
be legally issued, fully paid and nonassessable.
<PAGE>
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/lb
<PAGE>
Exhibit 23-A
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sprint Corporation
Management Incentive Stock Option 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 LLP
Ernst & Young LLP
Kansas City, Missouri
March 2, 1995
<PAGE>
Exhibit 23-B
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 Annual Report on Form 10-K for
the year ended December 31, 1993, which document is incorporated
by reference in Sprint Corporation's Form S-8 registering
3,134,600 options and 3,134,600 shares of common stock for the
Sprint Corporation Management Incentive Stock Option Plan.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
March 2, 1995
<PAGE>
Exhibit 99
MANAGEMENT INCENTIVE STOCK OPTION PLAN
1. Establishment and Purpose. Sprint Corporation, a
Kansas corporation (the "Company"), hereby establishes
a stock option plan to be named the Management
Incentive Stock Option Plan (the "Plan") The purpose of
the Plan is to permit employees of the Company and its
subsidiaries who are eligible to receive annual
incentive compensation to receive nonqualified stock
options in lieu of a portion of the target incentive
under the Company's management incentive plans
("MIPs"), thereby encouraging the employees to focus on
the growth and profitability of the Company and the
performance of its common stock. Subject to approval
of the Company's stockholders, the Plan provides for
options to be granted beginning March 15, 1995, and
ending April 18, 2005. Stock options granted prior to
or as of April 18, 2005, may extend beyond that date.
2. Administration. The Plan shall be administered by the
Organization and Compensation Committee of the Board of
Directors (the "Committee"). The Company shall grant
options under the Plan in accordance with
determinations made by the Committee pursuant to the
provisions of the Plan. The Committee from time to
time may adopt (and thereafter amend and rescind) such
rules and regulations for carrying out the Plan and
take such action in the administration of the Plan, not
inconsistent with the provisions of the Plan, as it
shall deem proper. The Committee may correct any
defect, supply any omission or reconcile any
inconsistency in the Plan, or in any option or
restricted shares of common stock granted or issued
pursuant to the Plan, in the manner and to the extent
it shall deem desirable to effect the terms of the
Plan. The interpretation and construction of any
provisions of the Plan by the Committee shall, unless
otherwise determined by the Board of Directors of the
Company, be final and conclusive. No member of the
Board of Directors or the Committee shall be liable for
any action or determination made in good faith with
respect to the Plan or any option granted under it.
The Corporate Secretary shall act as Plan Administrator
carrying out the day-to-day administration of the Plan
unless the Committee appoints another officer or
employee of the Company as Plan Administrator.
3. Eligibility. The Committee will determine each
year whether options will be granted in such year,
whether participation will be elective or automatic and
the amount of incentive compensation to be given up for
each stock option. Any salaried employee of the Company
and its subsidiaries shall be eligible to be selected
for participation in the MIPS. The Committee will, in its
discretion, determine the employees who participate in
the MIPs and, therefore, who will be eligible for
options, the dates on which options shall be granted,
and any conditions on the exercise of the options.
No option may be granted to any individual who
immediately after the option grant owns directly or
indirectly stock possessing more than five percent (5%)
of the total combined voting power or value of all
classes of stock of the Company or any subsidiary.
4. Common Stock Subject to the Plan. The shares of common
stock of the Company, $2.50 par value, to be issued
upon the exercise of a nonqualified option to purchase
common stock granted in lieu of MIP payout may be made
available from the authorized but unissued common stock
of the Company, shares of common stock held in the
treasury, or common stock purchased on the open market
or otherwise.
Approval of the Plan by the Stockholders of the Company
shall constitute authorization to use such shares for
the Plan subject to the discretion of the Board or as
such discretion may be delegated to the Committee.
Subject to the provisions of the following paragraph,
the total number of shares for which options may be
granted under the Plan each year shall be 0.9% of the
total outstanding shares of common stock of the Company
as of the first day of such year; provided, however,
that such numbers shall be increased in any year by the
number of shares available in previous years for which
options have not been granted. If and when an option
granted under the Plan is terminated without having
been exercised in full, the unpurchased or forfeited
shares shall become available for grant to other
employees.
The number of shares subject to the Plan may be
appropriately adjusted by the Committee in the
circumstances outlined in Section 5(k).
5. Stock Options; Terms and Conditions. Each option will
represent the right to purchase a specific number of
shares of common stock of the Company and shall be
subject to the following terms and conditions and to
such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem
desirable:
a. Consideration for and Number of Options. Each
option shall be granted in lieu of a portion of the
optionee's cash payout under the MIPs. The Committee
shall determine the number of shares or the manner of
calculating the number of shares available for each
option each year, subject to the total number of shares
available under the Plan for such year, and the amount
or the method of determining the amount of annual
incentive compensation to be given up by each
participant in return for an option, taking into
consideration appropriate factors in making such
determinations, such as interest rates, volatility of
the market price of common stock of the Company and the
term of the option, provided, however that shares
subject to options granted to any individual employee
during any calendar year shall not exceed a total of
500,000 shares.
b. Participation in the Plan. Participation in the
Plan may be voluntary or automatic, as determined
by the Committee. The rules and procedures for
voluntary participation, when applicable, shall be
established and implemented by the Plan
Administrator.
c. Exercise Price. The price at which each share
covered by an option may be purchased shall be one
hundred percent (100%) of the fair market value of
the Company's common stock on the date the option
is granted. Fair market value shall be deemed to
be the average of the high and low prices of the
Company's common stock for composite transactions
as published by major newspapers for the date the
option is granted or, if no sale of the Company's
common stock shall have been made on that day, the
next preceding day on which there was a sale of
such stock.
d. Vesting. Unless the Committee determines
otherwise, stock option grants shall provide that
the total number of shares subject to an option
shall become exercisable December 31 in the year
of the date of grant.
e. Term of Option. Options shall not be exercisable
after the expiration of ten (10) years from the
date of grant.
f. Payment of Exercise Price. Options shall be
exercisable only upon payment to the Company of
the full purchase price of the shares with respect
to which options are exercised. Payment for the
shares shall be either in United States dollars,
payable in cash or by check, or by surrender of
stock certificates representing like common stock
of the Company having an aggregate fair market
value, determined as of the date of exercise,
equal to the number of shares with respect to
which such options are exercised multiplied by the
exercise price per share. The fair market value
of common stock on the date of exercise of options
shall be determined in the same manner as the fair
market value of common stock on the date of grant
of options is determined. Certain optionees may
use restricted stock as payment for the exercise
price in accordance with Section 6 hereof. In
that event, fair market value of the shares of
restricted stock will be determined as if the
shares were not restricted.
g. Manner of Exercise. A completed exercise form and
the exercise price, whether in the form of cash or
stock, must be delivered to the Plan Administrator
in order to exercise an option. An option shall
be deemed exercised on the date such exercise form
and payment are received by the Plan
Administrator.
h. Time for Exercise. Each option expires if it has
not been exercised within its term. Once an
option has expired for any reason, it can no
longer be exercised. If employment with the
Company or a subsidiary of the Company is
terminated, the optionee may exercise options
which are exercisable on the date of termination
of employment until the earlier of (1) the date on
which the option expires and (2) the end of the
applicable time period below:
(i) retirement: five years after retirement date.
(ii) disability (qualifying for long-term
disability benefits under the Company's Basic
Long-Term Disability Plan): five years after
qualification date.
(iii) death: one year after death for the
estate or designated beneficiary to exercise
the decedent's options.
(iv) involuntary termination other than for cause:
the date on which the option expires.
(v) voluntary termination: three months from the
date of termination of employment.
If an optionee's employment is terminated for a
reason constituting good cause, any outstanding
options granted under the Plan and held by such
optionee at such time will automatically
terminate. For this purpose, "good cause" shall
mean conduct by the optionee which reflects
adversely on his or her honesty, trustworthiness
or fitness as an employee, or the optionee's
willful engagement in conduct which is
demonstrably and materially injurious to the
Company.
If an optionee becomes associated with,
becomes employed by, renders services to, or owns
any interest in (other than a nonsubstantial
interest, as determined by the Committee) any
business in competition with the Company, all
outstanding options whether vested or unvested
shall automatically terminate and shares of
restricted stock received upon the exercise of an
option pursuant to Section 6 hereof which continue
to be restricted shall be forfeited.
i. Restricted Stock. Certain optionees may elect to
deliver restricted shares or receive restricted
shares in connection with an exercise of an
option, as provided in Section 6 hereof.
j. Assignment of Benefits; Beneficiary Designations.
Options may not be executed, levied, garnished,
attached, pledged, assigned or transferred other
than by will or by the laws of descent and
distribution, except that an optionee may
designate a beneficiary or beneficiaries to
exercise unexpired options after the optionee's
death. Designations must be made in writing on a
form provided by the Plan Administrator.
Designations shall become effective on the date
that the form -- properly completed, signed and
notarized -- is received by the Plan
Administrator.
k. Change in Stock, Adjustments. In the event that
the outstanding shares of common stock of the
Company are hereafter increased or decreased or
changed into or exchanged for a different number
of shares or kind of shares or other securities of
the Company or of another corporation, by reason
of reorganization, merger, consolidation,
recapitalization, reclassification, stock split
up, combination of shares, or a dividend payable
in capital stock, appropriate adjustment shall be
made by the Committee in the number of shares as
to which outstanding options, or portions thereof
then unexercised, shall be exercisable, to the end
that the optionee's proportionate interest shall
be maintained as before the occurrence of such
event, and such adjustment of outstanding options
shall be made without change of the total price
applicable to unexercised options and with a
corresponding adjustment in the exercise price per
share.
6. Restricted Stock. Certain optionees, as determined by
the Committee, may elect to receive restricted shares
upon payment for the exercise of an option in the form
of unrestricted common stock. The optionee will
receive the same number of unrestricted shares as the
number of shares surrendered to pay the exercise price,
while the shares received in excess of the number
surrendered to pay the exercise price may be
restricted. Such optionees may also elect to deliver
restricted shares of the Company's common stock in
payment of the exercise price notwithstanding
restrictions on transferability to which such shares
are subject. The Company shall be authorized to issue
restricted shares of common stock upon such exercises
of stock options, subject to the following conditions:
a. The optionee shall elect a vesting period for the
restricted common stock to be received upon
exercise of the option of between six (6) months
and ten (10) years, subject to rules and
procedures established by the Plan Administrator,
but in no event may an optionee elect a vesting
period shorter than the period provided in
paragraph (d) of this Section 6.
b. The optionee who receives the restricted stock may
not sell, transfer, assign, pledge, or otherwise
encumber or dispose of shares of restricted stock,
except in payment of the exercise price of a stock
option issued by the Company, until such time as
all restrictions on such stock have lapsed.
c. An optionee who elects to receive restricted
common stock upon an exercise shall have the right
to satisfy tax withholding obligations in the
manner provided in Section 8 hereof.
d. Restricted common stock received in such an
exercise or from an election to receive a Long-
Term Incentive Plan payout in restricted stock, or
any Restricted Stock Award granted pursuant to the
Long-Term Stock Incentive Program, shall be
eligible for use in payment of the exercise price
of a stock option, so long as all the shares
received as a result of such an exercise are
restricted for a period at least as long as, and
with terms at least as restrictive as the terms
of, the restricted common stock used in payment.
e. The shares of restricted common stock received in
an exercise of a stock option that continue to be
restricted shall be forfeited in the event that
vesting conditions are not satisfied, subject to
the discretion of the Committee, except in the
case of death, disability, normal retirement, or
involuntary termination for reasons other than
cause, in which case all restrictions lapse;
provided, however, that in no event shall
restrictions lapse if the restrictions on shares
used to pay for the exercise have not lapsed under
the same conditions. If restricted shares are
forfeited, the optionee or his representative
shall sign any document and take any other action
required to assign said restricted shares back to
the Company.
f. The optionee will have all the rights of a
stockholder with respect to shares of restricted
stock received upon the exercise of an option,
including the right to vote the shares of stock
and the right to dividends on the stock. Unless
the Plan Administrator establishes alternative
procedures, the shares of restricted stock will be
registered in the name of the optionee and the
certificates evidencing such shares shall bear an
appropriate legend referring to the terms,
conditions and restrictions applicable to the
award and shall be held in escrow by the Company.
The optionee shall execute a stock power or powers
assigning the shares of restricted stock back to
the Company, which stock powers shall be held in
escrow by the Company and used only in the event
of the forfeiture of any of the shares of
restricted stock. A certificate evidencing
unrestricted shares of common stock shall be
issued to the optionee promptly after the
restrictions lapse on any restricted shares.
g. The Plan Administrator shall have the discretion
and authority to establish any rules in connection
with the use of restricted stock, including but
not limited to regulating the timing of the lapse
of restrictions within the six-month to ten-year
period and prescribing election forms as the Plan
Administrator deems necessary or desirable for the
orderly administration of such exercises.
7. Reload Options. The Committee may provide that
optionees have the right to a reload option, which
shall be subject to the following terms and conditions:
a. Grant of the Reload Option; Number of Shares;
Price. Subject to subsections (b) and (c) of this
Section 7 and to the availability of shares to be
optioned under the Plan, if an optionee has an
option (the "original option") with reload rights
and pays for the exercise of the original option
by surrendering common stock of the Company, the
optionee shall receive a new option ("reload
option") for the number of shares so surrendered
(or, if applicable, the number of shares provided
for in paragraph (h) of this Section 7) at an
exercise price equal to the fair market value of
the stock on the date of the exercise of the
original option.
b. Minimum Purchase Required. A reload option will
be granted only if the exercise of the original
option is an exercise of at least 25% of the total
number of shares granted under the original option
(or an exercise of all the shares remaining under
the original option if less than 25% of the shares
remain to be exercised).
c. Other Requirements. A reload option will not be
granted: (1) if the market value of the common
stock of the Company on the date of exercise of
the original option is less than the exercise
price of the original option; (2) if the optionee
is no longer an employee of the Company or its
subsidiary; or (3) if the original option is
exercised less than one year prior to the
expiration of the original option.
d. Term of Option. The reload option shall expire on
the same date as the original option.
e. Type of Option. The reload option shall be a
nonqualified option.
f. No Additional Reload Options. The reload options
shall not include any right to a second reload
option.
g. Date of Grant, Vesting. The date of grant of the
reload option shall be the date of the exercise of
the original option. The reload options shall be
exercisable in full beginning one year from date
of grant; provided, however, that all shares
purchased upon the exercise of the original option
(except for any shares withheld for tax
withholding obligations) shall not be sold,
transferred or pledged within six months from the
date of exercise of the original option. In no
event shall a reload option be exercised after the
original option expires as provided in subsection
(d) of this Section 7.
h. Stock Withholding; Grants of Reload Options. If
the other requirements of this Section 7 are
satisfied, and if shares are withheld or shares
surrendered for tax withholding, a reload option
will be granted for the number of shares
surrendered as payment for the exercise of the
original option plus the number of shares
surrendered or withheld to satisfy tax
withholding. In connection with reload options
for officers who are subject to Section 16 of the
Securities Exchange Act of 1934, the Committee may
at any time impose any limitations which, in the
Committee's sole discretion, are necessary or
desirable in order to comply with Section 16(b) of
the Securities Exchange Act of 1934 and the rules
and regulations thereunder, or in order to obtain
any exemption therefrom.
i. Other Terms and Conditions. Except as otherwise
provided in this Section 7, all the provisions of
the Plan shall apply to reload options.
8. Stock Withholding Election. When taxes are withheld in
connection with the exercise of a stock option by
delivering shares of stock in payment of the exercise
price, or upon the lapse of restrictions on restricted
stock received upon the exercise of an option (the date
on which income is recognized in connection with any
such exercise or lapse of such restrictions hereinafter
referred to as the "Tax Date"), the optionee may elect
to make payment for the withholding of federal, state
and local taxes, excluding Social Security and Medicare
taxes, up to the optionee's marginal tax rates, by one
or both of the following methods:
(i) delivering part or all of the payment in
previously-owned shares (which shall be valued at
fair market, as defined herein, on the Tax Date)
held for at least six months, whether or not
received through the prior exercise of a stock
option; or
(ii) requesting the Company to withhold from those
shares that would otherwise be received upon
exercise of the option, or upon the lapse of
restrictions, a number of shares having a fair
market value (as defined herein) on the Tax Date
equal to the amount to be withheld. The amount of
tax withholding to be satisfied by withholding
shares from the option exercise or from the
restricted stock received through the exercise of
an option upon the lapse of restrictions is
limited to the minimum amount of taxes, excluding
Social Security and Medicare taxes, required to be
withheld under federal, state and local law.
Such election is irrevocable. Any Social Security and
Medicare taxes, any fractional share amount and any
additional withholding not paid by the withholding or
surrender of shares must be paid in cash. If no timely
election is made, cash must be delivered to satisfy all
tax withholding requirements.
Optionees who are subject to Section 16 of the
Securities Exchange Act of 1934 ("Insiders") making an
election pursuant to (i) or (ii) of the immediately
preceding paragraph must do so: (a) at least six months
after the date of grant of the option; and (b) within a
"window period" as defined in Rule 16b-3(e)(3) under
the Securities Exchange Act of 1934 or at least six
months in advance of the Tax Date. An election by an
Insider to deliver stock or have stock retained to
satisfy tax obligations is subject to the approval of
the Committee and to such rules as the Committee may
from time to time adopt.
9. Miscellaneous.
a. Amendment. The Company reserves the right to
amend the Plan at any time by action of the Board
of Directors provided that no such amendment may
materially and adversely affect any outstanding
stock options without the consent of the
respective participants, and provided that,
without the approval of the stockholders, no such
amendment may increase the total number of shares
reserved for the purposes of the Plan.
b. Effectiveness of Plan. This Plan shall be
effective as of February 18, 1995, subject to
approval of Stockholders of the Company prior to
February 18, 1996.
c. Rights in Securities. All certificates for shares
delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules,
regulations, and other requirements of the
Securities and Exchange Commission, any stock
exchange upon which the shares are then listed,
and any applicable federal or state securities
law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions. No
optionee or optionee's beneficiary, executor or
administrator, legatees or distributees, as the case
may be, will be, or will be deemed to be, a holder of
any shares subject to an option unless and until a stock
certificate or certificates for such shares are
issued to such person or persons under the terms
of the Plan. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in
cash, securities or other property) or
distributions or other rights for which the record
date is prior to the date such stock certificate
is issued, except as provided in Section 5(k)
hereof.
d. Date of Grant. The grant of an option shall be
effective no earlier than the date the Committee
decides to grant the option, except that grants
of reload options shall be effective as provided
in Section 7g hereof.
e. Application of Funds. The proceeds received by
the Company from the sale of stock subject to
option are to be added to the general funds of the
Company and used for its corporate purposes.
f. No Obligation to Exercise Option. Granting of an
option shall impose no obligation on the optionee
to exercise such option.
