Registration No. 2-71704
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
________________________
SPRINT CORPORATION
1981 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
________________________
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 is being filed with
respect to an aggregate of 37,419 shares of Sprint Corporation
FON Common Stock - Series 1, par value $2.00 per share ("FON
Stock"), and 18,709 shares of Sprint Corporation PCS Common Stock
- - Series 1, par value $1.00 per share ("PCS Stock"), issuable
under Sprint's 1981 Stock Option Plan.
This Registration Statement as originally filed related to
the offering of 700,000 shares of Sprint Common Stock ("Sprint
Common Stock") issuable under the 1981 Stock Option Plan. In
December, 1989, there was a two-for-one split of the Sprint
Common Stock, increasing the number of shares covered by the
Registration Statement to 1,090,015 shares. In connection with
the spin-off of Sprint's cellular division in March 1996, the
number of shares covered by the Registration Statement was
increased to 1,107,618 shares to prevent dilution. Options for
1,070,199 shares have been exercised, leaving 37,419 shares. On
November 23, 1998, following approval by Sprint's shareholders,
Sprint's Articles of Incorporation were restated to reclassify
each share of Sprint Common Stock into one share of FON Stock and
one-half of a share of PCS Stock. Accordingly, the purpose of
this Post-Effective Amendment No. 2 is to reflect the
reclassification of the 37,419 shares of Sprint Common Stock into
the 37,419 shares of FON Stock and the 18,709 shares of PCS Stock
now covered by the Registration Statement.
<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, 1997.
-- Sprint's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998.
-- Sprint's Current Reports on Form 8-K dated May 26, 1998,
June 29, 1998, October 28, 1998, November 2, 1998, November 12,
1998 and November 23, 1998.
-- Sprint's Proxy Statement/Prospectus that forms a part of
Registration Statement No. 333-65173.
-- Description of FON Common Stock contained in Sprint's
Registration Statement on Form 8-A relating to Sprint's FON
Common Stock, filed November 2, 1998.
-- Description of FON Group Rights contained in Amendment No. 2
to Sprint's Registration Statement on Form 8-A relating to
Sprint's FON Group Rights, filed November 25, 1998.
-- Description of PCS Common Stock contained in Sprint's
Registration Statement on Form 8-A relating to Sprint's PCS
Common Stock, filed November 2, 1998.
-- Description of PCS Group Rights contained in Amendment No. 1
to Sprint's Registration Statement on Form 8-A relating to
Sprint's PCS Group Rights, filed November 25, 1998.
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 Amendment to the Registration
Statement and prior to the termination of the offering of the
securities covered by this Registration Statement.
<PAGE>
Item 4. Description of Securities
See Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel
The validity of the authorized and unissued shares of FON
Common Stock and PCS Common Stock to be issued under the 1981
Stock Option Plan upon the exercise of stock options 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 10 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 10, 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 have the power 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 10 and indemnify directors and officers of Sprint against
additional liabilities not indemnified under Section 10.
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 Exhibits
4A. The rights of Sprint's equity security holders are
defined in Article Fifth, Article Sixth, Article
Seventh and Article Eighth of the Articles of
Incorporation of Sprint Corporation. The Articles are
filed as Exhibit 4A to Post-Effective Amendment No. 2
to Sprint Corporation's Registration
<PAGE>
Statement on Form S-3 (No. 33-58488) and incorporated
herein by reference.
4B. Rights Agreement dated as of November 23, 1998, between
Sprint Corporation and UMB Bank, n.a. (filed as Exhibit
4.1 to Amendment No. 1 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's
PCS Group Rights, filed November 25, 1998, and
incorporated herein by reference).
4C. Provisions regarding the Capital Stock Committee are
set forth in Article IV, Section 13 of the Bylaws. The
Bylaws are filed as Exhibit 4C to Post-Effective
Amendment No. 2 to Sprint Corporation's Registration
Statement on Form S-3 (No. 33-58488) and incorporated
herein by reference.
4D. Tracking Stock Policies of Sprint Corporation (filed as
Exhibit 4D to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) and incorporated herein by reference).
4E. Amended and Restated Standstill Agreement dated as of
November 23, 1998, by and among Sprint Corporation,
France Telecom S.A. and Duetsche Telekom AG (filed as
Exhibit 4E to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) 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 Deloitte & Touche 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-5 of this
Amendment.
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;
<PAGE>
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
unless such information is contained in a periodic
report filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions described under Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westwood, State of
Kansas, on the 8th day of December, 1998.
SPRINT CORPORATION
By /s/ Don A. Jensen
(Don A. Jensen, Vice President)
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 Amendment to the Registration Statement filed
herewith and any and all additional 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 Amendment to the Registration
Statement and any and all additional amendments to the
Registration Statement.
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement and Power of
Attorney have been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
Chairman of the Board and )
Chief Executive Officer )
(Principal Executive )
/s/ W. T. Esrey Officer) )
(W. T. Esrey) )
)
Executive Vice President )
- Chief Financial Officer )
(Principal Financial )
/s/ A. B. Krause Officer) ) December 8, 1998
(A. B. Krause) )
)
)
Senior Vice President and )
Controller )
(Principal Accounting )
/s/ J. P. Meyer Officer) )
(J. P. Meyer) )
<PAGE>
)
/s/ DuBose Ausley Director )
(DuBose Ausley) )
)
/s/ Warren L. Batts Director )
(W. L. Batts) )
)
/s/ Michel Bon Director )
(Michel Bon) )
)
Director )
(I. O. Hockaday, Jr.) ) December 8, 1998
)
Director )
(H. S. Hook) )
)
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
/s/ Linda Koch Lorimer Director )
(L. K. Lorimer) )
)
/s/ C. E. Rice Director )
(C. E. Rice) )
)
/s/ Ron Sommer Director )
(Ron Sommer) )
)
/s/ Stewart Turley Director )
(Stewart Turley) )
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibits
4A. The rights of Sprint's equity security holders are
defined in Article Fifth, Article Sixth, Article
Seventh and Article Eighth of the Articles of
Incorporation of Sprint Corporation. The Articles are
filed as Exhibit 4A to Post-Effective Amendment No. 2
to Sprint Corporation's Registration Statement on Form
S-3 (No. 33-58488) and incorporated herein by
reference.
4B. Rights Agreement dated as of November 23, 1998, between
Sprint Corporation and UMB Bank, n.a. (filed as Exhibit
4.1 to Amendment No. 1 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's
PCS Group Rights, filed November 25, 1998, and
incorporated herein by reference).
4C. Provisions regarding the Capital Stock Committee are
set forth in Article IV, Section 13 of the Bylaws. The
Bylaws are filed as Exhibit 4C to Post-Effective
Amendment No. 2 to Sprint Corporation's Registration
Statement on Form S-3 (No. 33-58488) and incorporated
herein by reference.
4D. Tracking Stock Policies of Sprint Corporation (filed as
Exhibit 4D to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) and incorporated herein by reference).
4E. Amended and Restated Standstill Agreement dated as of
November 23, 1998, by and among Sprint Corporation,
France Telecom S.A. and Duetsche Telekom AG (filed as
Exhibit 4E to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) 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 Deloitte & Touche 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-5 of this
Amendment.
Exhibit 5
December 9, 1998
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 37,419 shares of FON Common Stock (par value $2.00 per
share) and 18,709 shares of PCS Common Stock (par value
$1.00 per share), issuable in connection with the 1981
Stock Option Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering, issuance and sale by you of an aggregate of 37,419
shares of your FON Common Stock and 18,709 shares of your PCS
Common Stock (the "Shares") referred to in Amendment No. 2 to the
Registration Statement on Form S-8 (the "Amendment"), 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 Amendment and I am familiar with
the proceedings taken by your stockholders and your Board of
Directors and officers in connection with the authorization of
the Shares, the recapitalization of your Common Stock into FON
Common Stock and PCS Common Stock, 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 Shares have been duly and validly authorized, and when
(i) the Amendment has become effective under the Act and (ii) the
Shares are issued and sold in the manner and upon the terms set
forth in the 1981 Stock Option Plan, such Shares will be legally
issued, fully paid and nonassessable.
<PAGE>
Sprint Corporation
December 9, 1998
Page 2
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/s/ Don A. Jensen
Don A. Jensen
EXHIBIT 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1981 Stock
Option Plan of Sprint Corporation of our reports for Sprint
Corporation and the FON Group dated February 3, 1998 (except Note
1, as to which the date is May 26, 1998) and our report for the
PCS Group dated May 26, 1998 included in Sprint's Proxy
Statement/Prospectus that forms a part of Registration Statement
No. 333-65173 and in Sprint's Current Report (Form 8-K) dated
November 2, 1998 filed with the Securities and Exchange
Commission, and our report dated February 3, 1998, 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, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Kansas City, Missouri
December 8, 1998
Exhibit 23-B
INDEPENDENT AUDITORS' CONSENTS
We consent to the use in Post-Effective Amendment No. 2 to
Registration Statement No. 2-71704 of Sprint Corporation on Form
S-8 of our report dated May 26, 1998 (August 6, 1998 as to Note
4), on the combined financial statements of Sprint Spectrum
Holding Company, L.P. and subsidiaries; MinorCo, L.P. and
subsidiaries; PhillieCo Partners I, L.P. and subsidiaries and
PhillieCo Partners II, L.P. and subsidiaries (which expresses an
unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage), appearing
in Registration Statement No. 333-65173 and Form 8-K dated
November 2, 1998 and November 23, 1998 which are incorporated by
reference in this Registration Statement, and of our report dated
May 26, 1998 (August 6, 1998 as to Note 4) relating to the
combined financial statement schedule appearing elsewhere in
Registration Statement No. 333-65173 which is incorporated by
reference in this Registration Statement.
We consent to the use in Post-Effective Amendment No. 2 to
Registration Statement No. 2-71704 of Sprint Corporation on Form
S-8 of our report dated February 3, 1998, on Sprint Spectrum
Holding Company, L.P. and subsidiaries (which expresses an
unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage) appearing
in the Annual Report on Form 10-K of Sprint Corporation for the
year ended December 31, 1997, Form 8-K dated November 2, 1998 and
November 23, 1998 and Registration Statement No. 333-65173 which
are incorporated by reference in this Registration Statement.
We consent to the use in Post-Effective Amendment No. 2 to
Registration Statement No. 2-71704 of Sprint Corporation on Form
S-8 of our reports dated February 3, 1998, on Sprint Spectrum
L.P. and Sprint Spectrum Finance Corporation (which expresses an
unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage) appearing
in Registration Statement No. 333-65173 which is incorporated by
reference in this Registration Statement.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998
