<PAGE>
As filed with the Securities and Exchange Commission on
December 19, 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
Title of securities to be offering aggregate
to be registered registered price per offering
unit price
<S> <C> <C> <C>
Options to purchase
a share of Common
Stock 3,141,400 $4.01<FN1> $12,597,014<FN1>
Shares of Common
Stock
($2.50 par value) 3,141,400 $39.875<FN2> $125,263,325<FN2>
Amount
Title of securities of regis-
to be registered tration
fee
<S> <C>
Options to purchase
a share of Common
Stock $4,343.80
Shares of Common
Stock
($2.50 par value) $43,194.25
<FN1>The offering price will be the lower of $4.01 and 10% of the
closing price of Common Stock on the date of the option award.
<FN2>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 December 14, 1995, as
reported in the consolidated reporting system, was $ 39.875.
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 options to purchase a
share of common stock and the shares of common stock registered
under the following Registration Statement on Form S-8: No. 33-
57911 pertaining to the Management Incentive Stock Option Plan.
<PAGE>
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, 1994; its Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 (as amended) and September 30,
1995; and its Current Reports on Form 8-K dated March 27 and June
22, 1995.
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 1996 awards, payable in 1997, eligible
employees will receive an Option to purchase shares of
Common Stock, one share for each $4.01 reduction in
cash incentive payout resulting from such election; provided,
however, that if the closing price of Sprint Common Stock
on the date of grant of the 1996 awards is less than $40.125
per share, the reduction in cash incentive payout will be 10%
of such price for each share. Certain benefits which are
determined based on the cash payment will
<PAGE>
also be affected. The Organization and Compensation
Committee of Sprint's Board (the "Committee") will determine the
price for Options in subsequent years.
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
1996 shall become exercisable December 31, 1996. 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.
<PAGE>
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.
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, or there is a decrease in
<PAGE>
the market price of the Common Stock of Sprint by reason of a
dividend payable in stock of a business unit, 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 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 1996 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.
<PAGE>
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 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").
Sprint, Deutsche Telekom AG and France Telecom have signed
an Investment Agreement dated as of July 31, 1995, as amended
(the "Investment Agreement"), setting forth the terms by which
Deutsche Telekom AG and France Telecom will invest up to an
estimated $4.2 billion in shares of a new Sprint voting stock
(the "Class A Stock"), which may either be a separate class of
preference stock ("Class A Preference Stock") or a separate class
of common stock ("Class A Common Stock"). The Class A Stock will
represent up to approximately 20 percent of Sprint's voting
equity. Deutsche Telekom AG and France Telecom, as the holders
of the Class A Stock, will have the right in most circumstances
to proportionate representation on the Sprint Board and to
purchase additional shares of Class A Stock from Sprint to enable
them to maintain their ownership level at 20 percent. In
addition, the holders of Class A Stock will have disapproval
rights with respect to Sprint's undertaking certain types of
transactions.
The investment would require that Sprint's Articles of
Incorporation be amended. Among other amendments, the authorized
shares of Sprint Common Stock would be increased to 1,000,000,000
shares, and 500,000,000 shares of Class A Common Stock and
500,000,000 shares of Class A Preference Stock would be
authorized. Completion of the transaction is contingent on
receipt of all necessary governmental approvals, and Sprint
stockholders must approve the terms of the investment, including
the proposed amendments to the Articles of Incorporation (the
"Charter Amendments").
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 as of
the date of this Registration Statement. 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>
Dividend Rights and Restrictions
Subject to certain dividend restrictions of indentures and
other borrowing agreements and to the preferential rights of the
Preferred Stock (and, if authorized and issued, the Class A
Preference 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 revolving credit
agreements. Among other restrictions, the agreements require
Sprint to maintain specified levels of consolidated net worth, as
defined. As a result of this requirement, $1.9 billion of
Sprint's $3.20 billion consolidated retained earnings was
effectively restricted from payment of dividends as of September
30, 1995. 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 (and, if authorized and
issued, the Class A Preference 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
<PAGE>
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.
The Class A Stock, if authorized and issued, would have
certain class voting rights (among other things, the right to
elect their own directors to the Sprint Board and, for a period
of years, to disapprove certain Sprint transactions) as well as
general voting rights.
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.
The Charter Amendments would revise these provisions to
provide that the approval of stockholders other than Deutsche
Telekom AG, France Telecom and their affiliates which would
otherwise be required by such provisions will not be required in
connection with purchases, redemptions or other acquisitions by
Sprint of Sprint equity securities held by Deutsche Telekom AG,
France Telecom and certain other entities pursuant to the
Investment Agreement, a related agreement to be entered into with
France Telecom and Deutsche Telekom AG and the Articles of
Incorporation as proposed to be amended by the Charter
Amendments.
Redemption
The Charter Amendments would permit the redemption of shares
of Sprint Common Stock and, in certain circumstances, Class A
Stock held by Aliens if necessary to comply with the foreign
ownership limitations set forth in Section 310 of the U.S.
Communications Act of 1934, as amended. The provisions would
permit Sprint Common Stock to be redeemed at a price equal to the
fair market value of the shares, except that the redemption price
in respect of shares purchased by any Alien after November 21,
1995 and within one year of the redemption date would not (unless
otherwise determined by the Sprint Board) exceed the purchase
price paid for such shares by such person.
<PAGE>
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.
In connection with the anticipated investment in Class A
Stock by France Telecom and Deutsche Telekom AG, the Shareholder
Rights Plan was amended to provide for Rights to attach to the
Class A Common stock and to assure that the investment will not
cause the Rights to detach and become exercisable. The amendment
to the Shareholder Rights Plan provides generally that actions of
France Telecom, Deutsche Telekom AG and their respective
affiliates which would otherwise cause the Rights to detach and
become exercisable will not do so unless such actions also
violate the Standstill Agreement dated as of July 31, 1995
entered into among Sprint, France Telecom and Deutsche Telekom
AG.
Liquidation Rights
In the event of liquidation, holders of Sprint Common Stock
will be entitled to share ratably (together with the holders of
any Class A Common Stock then outstanding) 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
(and any Class A Preference 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. Deutsche Telekom AG and
France Telecom will have the contractual right to purchase
additional shares of Class A Stock from Sprint to enable them to
maintain their ownership level at 20%.
<PAGE>
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 Mellon Shareholder
Services (New York).
Item 5. Interests of Named Experts and Counsel.
The validity of the Options and the authorized and unissued
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 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>
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).
4D. Second Amendment to Rights Agreement dated as of July
31, 1995 between Sprint Corporation and UMB Bank, n.a.
(filed as Exhibit 2(d) to Form 8-A/A-2 dated October
20, 1995 amending Sprint Corporation Registration
Statement on Form 8-A dated August 11, 1989 (File No. 1-
4721) and incorporated herein by reference).
4E. Standstill Agreement dated as of July 31, 1995, by and
among Sprint Corporation, France Telecom and Deutsche
Telekom AG (filed as Exhibit (10)(c) to Sprint
Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 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.
24. Power of Attorney is contained on page II-13 of this
Registration Statement.
<PAGE>
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 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.
<PAGE>
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>
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 19th day
of December 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>
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
Chairman of the )
Board, President and )
Chief Executive Officer )
/s/ W. T. Esrey (Principal Executive )
(W. T. Esrey) Officer) )
)
Executive Vice President ) December
and Chief Financial ) 19, 1995
Officer )
/s/ A. B. Krause (Principal Financial )
(A. B. Krause) Officer) )
)
Senior Vice President )
and Controller )
/s/ J. P. Meyer (Principal Accounting )
(J. P. Meyer) Officer) )
<PAGE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ DuBose Ausley Director )
(DuBose Ausley) )
)
/s/ W. L. Batts Director )
(W. L. Batts) )
)
/s/ R. M. Davis Director )
(R. M. Davis) )
)
Director )
(D. J. Hall) )
)
/s/ Harold S. Hook Director )
(H. S. Hook) )
)
/s/ R. E. R. Huntley Director ) December
(R. E. R. Huntley) ) 19, 1995
)
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
/s/ L. K. Lorimer Director )
(L. K. Lorimer) )
)
/s/ C. H. Price 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).
4D. Second Amendment to Rights Agreement dated as
of July 31, 1995 between Sprint Corporation and
UMB Bank, n.a. (filed as Exhibit 2(d) to Form 8-A/A-2
dated October 20, 1995 amending Sprint Corporation
Registration Statement on Form 8-A dated August 11,
1989 (File No. 1-4721) and incorporated herein by
reference).
4E. Standstill Agreement dated as of July 31, 1995, by and
among Sprint Corporation, France Telecom and Deutsche
Telekom AG (filed as Exhibit (10)(c) to Sprint
Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 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.
24. Power of Attorney is contained on page II-13 of this
Registration Statement.
<PAGE>
Exhibit 5
December 19, 1995
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 3,141,400 Options and 3,141,400 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 3,141,400 options (the
"Options") to purchase a share of your Common Stock, $2.50 par
value, and 3,141,400 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 stockholders and your Board
of Directors and officers in connection with the authorization 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. The Options and the Additional Shares have been duly and
validly authorized and, 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 Management Incentive Stock
Option 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
January 31, 1995, with respect to the consolidated financial
statements and schedule of Sprint Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
December 18, 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, 1994, which document is incorporated
by reference in Sprint Corporation's Form S-8 Registration
Statement registering 3,141,400 shares of common stock and
3,141,400 options to purchase common stock for the Sprint
Corporation Management Incentive Stock Plan.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 19, 1995
