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
RETIREMENT SAVINGS PLAN
and
SPRINT RETIREMENT SAVINGS PLAN
FOR BARGAINING UNIT EMPLOYEES
(Full title of the Plans)
________________________
THOMAS A. GERKE
Vice President, Corporate Secretary and Associate General Counsel
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) 794-1513
________________________
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Amount offering Maximum Amount of
Title of securities to be price Aggregate Registration
to be registered registered per share offering price Fee
Shares of FON Common
Stock
($2.00 par value) . . 6,200,000 $13.83(1) $85,746,000 $7,888.63(1)(2)
Shares of PCS Common
Stock
($1.00 par value) . . 10,400,000 $9.68(3) $100,672,000 $9,261.82(2)(3)
(1) 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 April 12, 2002, as reported in the consolidated
reporting system, was $13.825.
(2) The filing fees have previously been paid.
(3) 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 April 11, 2002, as reported in the consolidated
reporting system, was $9.675.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plans described herein.
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. 33-38761, No. 33-59324 and No. 333-61526
pertaining to the Sprint Retirement Savings Plan and the Sprint
Retirement Savings Plan for Bargaining Unit Employees (formerly
called the United System Savings Plan).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Corporation
("Sprint") (File No. 1-04721), by the Sprint Retirement Savings
Plan or by the Sprint Retirement Savings Plan for Bargaining Unit
Employees with the Securities and Exchange Commission are
incorporated in this Registration Statement by reference:
o Sprint's Annual Report on Form 10-K/A for the year ended
December 31, 2001.
o Sprint Retirement Savings Plan Annual Report on Form 11-K
for the year ended December 31, 2000.
o Sprint Retirement Savings Plan for Bargaining Unit Employees
Annual Report on Form 11-K for the year ended December 31, 2000.
o Sprint's Current Report on Form 8-K dated February 4, 2002,
and filed February 7, 2002.
o Sprint's Current Report on Form 8-K dated March 1, 2002, and
filed March 6, 2002.
o Sprint's Current Report on Form 8-K dated March 6, 2002, and
filed March 7, 2002.
o Description of FON Common Stock contained in Amendment No. 4
to Sprint's Registration Statement on Form 8-A relating to
Sprint's FON Common Stock, filed April 17, 2002.
o 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.
o Description of PCS Common Stock contained in Amendment No. 4
to Sprint's Registration Statement on Form 8-A relating to
Sprint's PCS Common Stock, filed April 17, 2002.
o 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, the Sprint
Retirement Savings Plan or the Sprint Retirement Savings Plan for
Bargaining Unit Employees pursuant to
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Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, before 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 information furnished pursuant to Item
9 of any Current Report on Form 8-K, and 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 Registration
Statement and before 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 FON
Common Stock and PCS Common Stock to be issued to the Trustee for
the Sprint Retirement Savings Plan and the Trustee for the Sprint
Retirement Savings Plan for Bargaining Unit Employees was passed
upon by Michael T. Hyde, Assistant Secretary of Sprint.
Item 6. Indemnification of Directors and Officers
Consistent with Section 17-6305 of the Kansas Statutes
Annotated, Article IV, Section 9 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 9, 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 9 and indemnify directors and officers of Sprint against
additional liabilities not indemnified under Section 9.
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
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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
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 Annual Report on Form 10-K/A for the
year ended December 31, 2001, 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 Stockholders' Meetings are set forth
in Article III of the Bylaws. Provisions regarding the
Capital Stock Committee are set forth in Article IV,
Section 12 of the Bylaws. The Bylaws are filed as Exhibit
3.2 to Amendment No. 4 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's
Series 1 PCS Common Stock, filed April 17, 2002, and
incorporated herein by reference.
4-D. Tracking Stock Policies of Sprint Corporation (filed as
Exhibit 4(c) to Sprint Corporation's Annual Report on Form
10-K/A for the year ended December 31, 2001, 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 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), as amended by the
Master Transfer Agreement dated January 21, 2000 between
and among France Telecom, Deutsche Telekom AG, NAB
Nordamerika Beteiligungs Holding GmbH, Atlas
Telecommunications, S.A., Sprint Corporation, Sprint
Global Venture, Inc. and the JV Entities set forth in
Schedule II thereto (filed as Exhibit 2 to Sprint
Corporation's Current Report on Form 8-K dated January 26,
2000 and incorporated herein by reference).
5. Opinion and consent of Michael T. Hyde, Esq.
23-A Consent of Ernst & Young LLP.
23-B Consent of Michael T. Hyde, 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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Sprint has submitted in a timely manner the Sprint
Retirement Savings Plan and the Sprint Retirement Savings Plan
for Bargaining Unit Employees and any amendment thereto to the
Internal Revenue Service ("IRS") for a determination letter
that each of those Plans is qualified under Section 401 of the
Internal Revenue Code and will make all changes required by the
IRS in order to qualify the Plans.
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
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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.
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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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Westwood, State of Kansas, on the 16th day of
April, 2002.
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, J. R. Devlin and T. A. Gerke 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 )
/s/ W.T. Esrey Chief Executive Officer )
(W. T. Esrey) (Principal Executive )
Officer) )
)
)
Executive Vice President )
/s/ A.B. Krause and Chief Financial Officer ) April 16, 2002
(A. B. Krause) (Principal Financial )
Officer) )
)
)
/s/ J.P. Meyer Senior Vice President and )
(J. P. Meyer) Controller )
(Principal Accounting )
Officer) )
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)
/s/ DuBose Ausley )
(DuBose Ausley) Director )
)
/s/ I.O. Hockaday, Jr. )
(I. O. Hockaday, Jr.) Director )
)
/s/ R.T. LeMay )
(R. T. LeMay) Director )
)
/s/ Linda K. Loriner )
(L. K. Lorimer) Director ) April 16, 2002
)
/s/ C.E. Rice )
(C. E. Rice) Director )
)
/s/ Louis W. Smith )
(Louis W. Smith) Director )
)
/s/ Stewart Turley )
(Stewart Turley) Director )
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Savings Plan Committee 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 16th day of April, 2002.
SPRINT RETIREMENT SAVINGS PLAN
By: /s/ B. Watson
I.Benjamin Watson
Savings Plan Committee Member
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Savings Plan Committee 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 16th day of April, 2002.
SPRINT RETIREMENT SAVINGS PLAN
FOR BARGAINING UNIT EMPLOYEES
By: /s/ B. Watson
I.Benjamin Watson
Savings Plan Committee Member
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EXHIBIT INDEX
Exhibit
Number
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 Annual Report on Form 10-K/A for the
year ended December 31, 2001, 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 Stockholders' Meetings are set forth
in Article III of the Bylaws. Provisions regarding the
Capital Stock Committee are set forth in Article IV,
Section 12 of the Bylaws. The Bylaws are filed as Exhibit
3.2 to Amendment No. 4 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's
Series 1 PCS Common Stock, filed April 17, 2002, and
incorporated herein by reference.
4-D. Tracking Stock Policies of Sprint Corporation (filed as
Exhibit 4(c) to Sprint Corporation's Annual Report on Form
10-K/A for the year ended December 31, 2001, 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 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), as amended by the
Master Transfer Agreement dated January 21, 2000 between
and among France Telecom, Deutsche Telekom AG, NAB
Nordamerika Beteiligungs Holding GmbH, Atlas
Telecommunications, S.A., Sprint Corporation, Sprint
Global Venture, Inc. and the JV Entities set forth in
Schedule II thereto (filed as Exhibit 2 to Sprint
Corporation's Current Report on Form 8-K dated January 26,
2000 and incorporated herein by reference).
5. Opinion and consent of Michael T. Hyde, Esq.
23-A Consent of Ernst & Young LLP.
23-B Consent of Michael T. Hyde, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-6 of this
Registration Statement.