Registration No. 33-65149
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 1
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
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
________________________
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed with
respect to an aggregate of 3,813,660 shares of Sprint Corporation
FON Common Stock - Series 1, par value $2.00 per share ("FON
Stock"), 3,813,660 options to purchase a share of FON Stock,
1,906,830 shares of Sprint Corporation PCS Common Stock - Series
1, par value $1.00 per share ("PCS Stock"), and 1,906,830 options
to purchase a share of PCS Stock, all issuable pursuant to
Sprint's Management Incentive Stock Option Plan.
This Registration Statement as originally filed related to
the offering of 3,141,400 options to purchase a share of Sprint
Common Stock ("Sprint Common Stock") and 3,141,400 shares of
Sprint Common Stock issuable upon exercise of the options granted
under the Management Incentive Stock Option Plan. In connection
with the spin-off of Sprint's cellular division in March 1996,
the number of options and shares covered by the Registration
Statement was increased to 3,813,660 to prevent dilution. 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. 1 is to reflect the
reclassification of the 3,813,660 shares of Sprint Common Stock
into the 3,813,660 shares of FON Stock and the 1,906,830 shares
of PCS Stock (together with the options to purchase such shares)
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 and November
12, 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
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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.
Item 4. Description of Securities
See Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel
The validity of the options and the authorized and unissued
shares of FON Common Stock and PCS 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 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.
<PAGE>
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 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.*
*Previously filed.
<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 3rd day of December, 1998.
SPRINT CORPORATION
By /s/ Don A. Jensen
(Don A. Jensen, Vice President)
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed by
the following persons in the capacities and on the date
indicated.
Name Title Date
Chairman of the Board and )
W. T. ESREY* Chief Executive Officer )
(Principal Executive )
Officer) )
)
Executive Vice President )
- Chief Financial Officer )
/s/ A. B. Krause (Principal Financial )
(A. B. Krause) Officer) )
)
)
)
Senior Vice President and ) December 3, 1998
J. P. MEYER* Controller )
(Principal Accounting )
Officer) )
)
DUBOSE AUSLEY* Director )
)
)
W. L. BATTS* Director )
)
)
Director )
(Michel Bon) )
)
Director )
(I. O. Hockaday, Jr.) )
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H. S. HOOK* Director )
)
)
RONALD T. LEMAY* Director )
)
) December 3, 1998
L. K. LORIMER* Director )
)
)
C. E. RICE* Director )
)
)
Director )
(Ron Sommer) )
)
STEWART TURLEY* Director )
)
/s/ A. B. Krause
* (Signed by A.B. Krause, Attorney-in-Fact,
pursuant to Power of Attorney filed with
this Registration Statement No. 33-65149)
<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.*
*Previously filed.
Exhibit 5
December 3, 1998
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 3,813,660 options and 3,813,660 shares of FON
Common Stock (par value $2.00 per share) and
1,906,830 options and 1,906,830 shares of PCS
Common Stock (par value $1.00 per share), 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 3,813,660
options (the "FON Options") to purchase a share of your FON
Common Stock 3,813,660 shares of your FON Common Stock (the
"FON Shares"), 1,906,830 options (the "PCS Options") to
purchase a share of your PCS Common Stock and 1,906,830
shares of your PCS Common Stock (the "PCS Shares") referred
to in Amendment No. 1 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 FON
Options, the FON Shares, the PCS Options and the PCS 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.
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2. The FON Options, the FON Shares, the PCS Options and
the PCS Shares have been duly and validly authorized, and
when (i) the Amendment has become effective under the Act
and (ii) the FON Options, the FON Shares, the PCS Options
and the PCS Shares are issued and sold in the manner and
upon the terms set forth in the Management Incentive Stock
Option Plan, such FON Options, FON Shares, PCS Options and
PCS Shares will be legally issued, fully paid and
nonassessable.
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
Management Incentive 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 3, 1998
Exhibit 23-B
INDEPENDENT AUDITORS' CONSENTS
We consent to the use in Post-Effective Amendment No. 1 to
Registration Statement No. 33-65149 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
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. 1 to
Registration Statement No. 33-65149 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 Registration Statement No. 333-
65173 which are incorporated by reference in this
Registration Statement.
We consent to the use in Post-Effective Amendment No. 1 to
Registration Statement No. 33-65149 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
Deloitte & Touche LLP
Kansas City, Missouri
December 3, 1998
