Registration No. 333-54108
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 organization) Identification No.)
Post Office Box 7997, Shawnee Mission, Kansas 66207-0997
(Address of principal executive offices)
________________________
1997 LONG-TERM STOCK INCENTIVE PROGRAM
(Shares previously issuable under the 1990 Stock Option Plan)
(Full title of the Plan)
________________________
CLAUDIA S. TOUSSAINT
Vice President, Corporate Governance and Ethics, and Corporate Secretary
P.O. Box 7997
Shawnee Mission, Kansas 66207-0997
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(913) 794-1513
________________________
This Registration Statement as originally filed related to the offering of
28,200,000 shares of FON Common Stock and 21,400,000 shares of PCS Common Stock
issuable under the 1990 Stock Option Plan, which was adopted as a subsidiary
plan under and pursuant to the 1997 Long-Term Stock Incentive Program (the "1997
Program"), which had been approved by Sprint's shareholders. As previously
reported, Sprint's Board of Directors combined the 1990 Stock Option Plan with
and into the 1997 Program to form a single plan (the "Plan Combination"). The
shares of FON Common Stock covered by this Registration Statement and not
previously issued in connection with the exercise of stock options granted under
the 1990 Stock Option Plan before the Plan Combination will be issued in
connection with the exercise of options granted under the 1997 Program.
On February 28, 2004, Sprint's Board of Directors approved the
recombination of the PCS Common Stock and the FON Common Stock, effective on
April 23, 2004 (the "Conversion Date). None of the 21,400,000 shares of PCS
Common Stock were issued upon the exercise of options before the Conversion
Date. Following the recombination of the PCS Common Stock and the FON Common
Stock, no shares of PCS Common Stock may be issued. Accordingly, the purpose of
this Post-Effective Amendment No. 2 is to deregister the 21,400,000 shares of
PCS Common Stock covered by this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Exhibits
24. Power of Attorney.
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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 Overland Park, State of Kansas, on the 29th day
of April, 2004.
SPRINT CORPORATION
By /s/ Claudia S. Toussaint
(Claudia S. Toussaint, 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 )
G. D. FORSEE* Chief Executive Officer )
(Principal Executive )
Officer) )
)
Executive Vice President )
ROBERT J. DELLINGER* - Chief Financial Officer )
(Principal Financial )
Officer) )
)
Senior Vice President and )
J. P. MEYER* Controller )
(Principal Accounting )
Officer) ) April 29, 2004
)
DUBOSE AUSLEY* Director )
)
_____________________ )
(Gordon M. Bethune) Director )
)
)
E. LINN DRAPER, JR. * Director )
)
_____________________ )
(Deborah A. Henretta) Director )
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)
)
I. O. HOCKADAY, JR.* Director )
)
)
L.K. LORIMER* Director )
) April 29, 2004
)
C. E. RICE* Director )
)
)
LOUIS W. SMITH* Director )
)
)
GERALD L. STORCH* Director )
)
/s/ Claudia S. Toussaint
---------------------------
* Signed by Claudia S. Toussaint,
Attorney-in-Fact, pursuant to
Power of Attorney filed with this
Amendment to the Registration
Statement No. 333-54108.
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EXHIBIT INDEX
Exhibit
Number Exhibits
24. Power of Attorney.