Registration No. 333-
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 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
________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum Maximum Amount of
Title of securities to be offering price Aggregate registration
to be registered registered per unit offering price fee
<S> <C> <C> <C> <C>
Options to purchase a
share of FON Common 3,100,000 $ 8.07<F1> $ 25,017,000 $ 6,954.73
Stock . . . . . . . .
Shares of FON Common
Stock ($2.00 par 3,100,000 $78.6875<F2> $243,931,250 $67,812.89
value) . . . . . . .
Options to purchase a
share of PCS Common 3,300,000 $ 3.15<F3> $ 10,395,000 $ 2,889.81
Stock . . . . . . . .
Shares of PCS Common
Stock ($1.00 par 3,300,000 $15.7187<F4> $ 51,871,875 $14,420.39
value) . . . . . . .
<F1> The offering price will be $8.07.
<F2> 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 FON Common Stock on December 7,
1998, as reported in the consolidated reporting system, was
$78.6875.
<F3> The offering price will be $3.15.
<F4> 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 PCS Common Stock on December 7,
1998, as reported in the consolidated reporting system, was
$15.71875.
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus relating to this Registration Statement meets the
requirements for use in connection with the options to purchase a
share of FON Common Stock, the shares of FON Common Stock, the
options to purchase a share of PCS Common Stock and the shares of
PCS Common Stock registered under the following Registration
Statements on Form S-8: No. 33-57911, No. 33-65149, and No. 333-
42077 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, 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
<PAGE>
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
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 is contained on page II-6 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.
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
<PAGE>
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 8th day of
December, 1998.
SPRINT CORPORATION
By /s/ A. B. Krause
(A. B. Krause, Executive 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 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.
Name Title Date
Chairman of the Board and )
Chief Executive Officer )
(Principal Executive )
/s/ W. T. Esrey Officer) )
(W. T. Esrey) )
)
Executive Vice President )
and Chief Financial Officer )
(Principal Financial ) December 8, 1998
/s/ A. B. Krause Officer) )
(A. B. Krause) )
)
)
/s/ J. P. Meyer Senior Vice President and )
(J. P. Meyer) Controller )
(Principal Accounting )
Officer) )
<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 Page
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-6 of this
Registration Statement.
Exhibit 5
December 9, 1998
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 3,100,000 options and 3,100,000 shares of FON Common
Stock (par value $2.00 per share) and 3,300,000 options
and 3,300,000 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 3,100,000 options (the
"FON Options") to purchase a share of your FON Common Stock and
3,100,000 shares of your FON Common Stock (the "FON Shares"), and
3,300,000 options (the "PCS Options") to purchase a share of your
PCS Common Stock and 3,300,000 shares of your PCS Common Stock
(the "PCS 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
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.
<PAGE>
Sprint Corporation
December 9, 1998
Page 2
2. The FON Options, the FON Shares, the PCS Options and the PCS
Shares have been duly and validly authorized, and when (i) the
Registration Statement 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 8, 1998
Exhibit 23-B
INDEPENDENT AUDITORS' CONSENTS
We consent to the use in this Registration Statement 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 this Registration Statement 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 this Registration Statement 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
