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
1988 EMPLOYEES STOCK PURCHASE PLAN
(Full title of the Plan)
________________________
MICHAEL T. HYDE
Assistant 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) 624-2516
________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering Registration
to be registered registered unit price Fee
Shares of PCS Common
Stock 2,900,000 $52.54(1) $152,366,000 $40,224.63
($1.00 par value) . .
Shares of PCS Common
Stock 5,100,000 $60.1875(2) $306,956,250 $81,036.45
($1.00 par value) . .
<FN>
(1) The offering price is $52.54.
</FN>
<FN>
(2) 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 PCS Common Stock on July 11,
2000, as reported in the consolidated reporting system, was
$60.1875.
</FN>
</TABLE>
The provisions of Rule 416 under the Securities Act of 1933 shall
apply to this Registration Statement and the number of shares
registered on this Registration Statement automatically shall
increase or decrease as a result of stock splits, stock dividends
or similar transactions.
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 shares of common
stock registered under the following Registration Statements on
Form S-8: No. 33-53695 and No. 333-76755 pertaining to the 1988
Employees Stock Purchase 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.
1-04721) are incorporated in this Registration Statement by
reference:
- Sprint's Annual Report on Form 10-K for the year ended
December 31, 1999.
- Sprint's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
- Sprint's Current Reports on Form 8-K dated January 26, 2000,
February 22, 2000 and July 13, 2000.
- Description of FON Common Stock contained in Amendment No. 2
to Sprint's Registration Statement on Form 8-A relating to
Sprint's FON Common Stock, filed May 30, 2000.
- Description of FON Group Rights contained in Amendment No. 3
to Sprint's Registration Statement on Form 8-A relating to
Sprint's FON Group Rights, filed August 4, 1999.
- Description of PCS Common Stock contained in Amendment No. 2
to Sprint's Registration Statement on Form 8-A relating to
Sprint's PCS Common Stock, filed May 30, 2000.
- Description of PCS Group Rights contained in Amendment No. 2
to Sprint's Registration Statement on Form 8-A relating to
Sprint's PCS Group Rights, filed July 26, 1999.
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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<PAGE>
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
See Incorporation of documents by reference.
Item 5. Interests of Named Experts and Counsel
The validity of the authorized and unissued shares of PCS
Common Stock to be issued under the 1988 Employees Stock Purchase
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.
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<PAGE>
Item 8. Exhibits
Exhibit
Number Exhibits
4-A. 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 3(a) to Sprint Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31,
2000 and incorporated herein by reference.
4-B. 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).
4-C. Provisions regarding the Capital Stock Committee are
set forth in Article IV, Section 13 of the Bylaws. The
Bylaws are filed as Exhibit 3(b) to Sprint
Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 and incorporated herein by
reference.
4-D. 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).
4-E. Amended and Restated Standstill Agreement dated as of
November 23, 1998, by and among Sprint Corporation,
France Telecom S.A. and Deutsche 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.
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<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
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<PAGE>
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.
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<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 18th day of July,
2000.
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, R. T.
LeMay, 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) )
) July 18, 2000
Executive Vice President )
and Chief Financial Officer )
(Principal Financial )
/s/ A.B. Krause Officer) )
(A. B. Krause) )
)
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<PAGE>
/s/ J.P. Meyer Senior Vice President and )
(J. P. Meyer) Controller )
(Principal Accounting )
Officer) )
)
)
/s/ DuBose Ausley Director )
(DuBose Ausley) )
)
/s/ W.L. Batts Director )
(W. L. Batts) )
)
/s/ I.O. Hockaday, Jr. Director )
(I. O. Hockaday, Jr.) )
)
/s/ Harold S. Hook Director )
(H. S. Hook) )
) July 18, 2000
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
Director )
(L. K. Lorimer) )
)
/s/ C.E. Rice Director )
(C. E. Rice) )
)
/s/ Louis W. Smith Director )
(Louis W. Smith) )
)
/s/ Stewart Turley Director )
(Stewart Turley) )
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Page
4-A. 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 3(a) to Sprint Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31,
2000 and incorporated herein by reference.
4-B. 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).
4-C. Provisions regarding the Capital Stock Committee are
set forth in Article IV, Section 13 of the Bylaws. The
Bylaws are filed as Exhibit 3(b) to Sprint
Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 and incorporated herein by
reference.
4-D. 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).
4-E. Amended and Restated Standstill Agreement dated as of
November 23, 1998, by and among Sprint Corporation,
France Telecom S.A. and Deutsche 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.
