Edgar Filing: SPRINT CORP

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 organization) Identification No.)

Post Office Box 7997, Shawnee Mission, Kansas 66207-0997
(Address of principal executive offices)
________________________

MANAGEMENT INCENTIVE 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
________________________

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate Registration
To be registered registered(1) per unit offering price Fee

FON Common Stock, Series 1,
$2.00 par value (including
the associated preferred
stock purchase rights) (2) 12,000,000 $17.22(3) $206,640,000.00 $26,181.29

(1) This Registration Statement also relates to an indeterminate number of
additional shares of FON Common Stock, Series 1 (and associated preferred
stock purchase rights) that may be issued pursuant to anti-dilution and
adjustment provisions of the Management Incentive Stock Option Plan.

(2) Each share of FON Common Stock, Series 1 also includes one-half of a
preferred stock purchase right (Right). No separate consideration is
payable for the preferred stock purchase rights. Accordingly no additional
registration fee is required.

(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 FON Common Stock on May 17, 2004, as reported in the consolidated
reporting system, was $17.22.

(4) Of the amount due, the entire amount has previously been paid in connection
with the registration of shares of PCS Common Stock under Registration
Statement No. 333-92809, filed December 15, 1999, that have been withdrawn
from registration.

Explanatory Note

The shares of FON common stock registered pursuant to this registration
statement will be issued under the Management Incentive Stock Option Plan. In
addition to this registration statement, separate registration statements were
filed registering shares of FON common stock and PCS common stock for issuance
pursuant to the Management Incentive Stock Option Plan (Nos. 33-65149,
333-42077, 333-68737, 333-76783, 333-92809, 333-56938 and 333-75664).

In February 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"). Each share of PCS common stock outstanding was converted
into .5 shares of FON common stock. Options to purchase PCS common stock
outstanding on the Conversion Date were converted into options to purchase FON
common stock. The number of shares of FON common stock issuable with respect to
these options equals the number of shares of PCS common stock that would have
been issuable with respect to these options in the absence of the recombination
multiplied by the conversion ratio for the recombination. Following the
Conversion Date, no shares of PCS common stock may be issued. Accordingly, the
purpose of this registration statement is to register shares of FON common stock
to replace the previously registered PCS common stock that had not been issued
upon the exercise of options before the Conversion Date.

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:

o Sprint's Annual Report on Form 10-K for the year ended December 31,
2003.

o Sprint's Quarterly Report on Form 10-Q/A for the quarter ended March
31, 2004.

o Sprint's Current Report on Form 8-K dated February 28, 2004, and filed
March 1, 2004.

o Sprint's Current Report on Form 8-K dated March 2, 2004, and filed
March 3, 2004.

o Sprint's Current Report on Form 8-K dated April 5, 2004 and filed
April 5, 2004.

o Description of FON Common Stock contained in Amendment No. 7 to
Sprint's Registration Statement on Form 8-A relating to Sprint's FON
Common Stock, filed April 12, 2004, and any amendment or report filed
for the purpose of updating that description.

o Description of Rights contained in Amendment No. 5 to Sprint's
Registration Statement on Form 8-A relating to Sprint's Rights, filed
April 12, 2004, and any amendment or report filed for the purpose of
updating that description.

All documents subsequently filed by Sprint pursuant to 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 or Item 12 of any Current Report on Form 8-K, and the Audit Committee
Report, the Report of the Compensation Committee, and the Performance Graph
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.

II-1

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
the related Rights to be issued under the Management Incentive Stock Option Plan
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 Amended and Restated 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.

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.

II-2

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 Restated Articles of Incorporation
and amendments contained in the Certificate of Designation, Preference and
Rights of Preferred Stock-Sixth Series and Certificate of Elimination of
Designations of Preferred Stock-Eighth Series are filed as Exhibits 3(a),
3(b) and 3(c) to Sprint Corporation's Quarterly Report on Form 10-Q/A for
the quarter ended March 31, 2004, and incorporated herein by reference.

4-B. Second Amended and Restated Rights Agreement between Sprint Corporation and
UMB Bank, n.a., as Rights Agent, dated as of March 16, 2004 and effective
as of April 23, 2004 (filed as Exhibit 1 to Amendment No. 5 to Sprint
Corporation's Registration Statement on Form 8-A relating to Sprint's
Rights, filed April 12, 2004, and incorporated herein by reference).

4-C. Provisions regarding the Kansas Control Share Acquisition Statute are set
forth in Article II, Section 5 of the Bylaws. Provisions regarding
Stockholders' Meetings are set forth in Article III of the Bylaws. The
Amended and Restated Bylaws are filed as Exhibit 3(d) to Sprint
Corporation's Quarterly Report on Form 10-Q/A for the quarter ended March
31, 2004, and incorporated herein by reference.

4-D Management Incentive Stock Option Plan, as amended (filed as Exhibit 10(d)
to Sprint's Quarterly Report on Form 10-Q/A for the quarter ended March 31,
2004 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-5 of this Registration Statement.

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

II-3

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 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.

II-4

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 Overland Park, State of Kansas, on the 18th day of
May, 2004.

SPRINT CORPORATION

By: /s/ Robert J. Dellinger
(R. J. Dellinger, Executive Vice President)

POWER OF ATTORNEY

We, the undersigned officers and directors of Sprint Corporation, hereby
severally constitute G. D. Forsee, Len J. Lauer, R. J. Dellinger, Thomas A.
Gerke and C. S. Toussaint 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

Chief Executive Officer and )
/s/ Gary D. Forsee Director) )
(G. D. Forsee) (Principal Executive Officer )
)
)
Executive Vice President )
/s/ Robert J. Dellinger and Chief Financial Officer ) May 18, 2004
(R. J. Dellinger) (Principal Financial Officer )
)
)
/s/ J. P. Meyer Senior Vice President and )
(J. P. Meyer) Controller )
(Principal Accounting Officer )

II-5

)
/s/ DuBose Ausley )
(DuBose Ausley) Director )
)
/s/ Gordon Bethune )
(Gordon M. Bethune) Director )
)
/s/ E. Linn Draper, Jr. )
(E. Linn Draper, Jr.) Director )
)
/s/ Deborah A. Henretta )
(Deborah A. Henretta) Director )
)
/s/ I. O. Hockaday, Jr. )
(I. O. Hockaday, Jr.) Director )
)
/s/ L. K. Lorimer )
(L. K. Lorimer) Director )
)
/s/ C. E. Rice ) May 18, 2004
(C. E. Rice) Director )
)
/s/ Louis W. Smith )
(Louis W. Smith) Director )
)
/s/ Gerald L. Storch )
(Gerald L. Storch) Director )
)

II-6

EXHIBIT INDEX

Exhibit
Number

4-D Management Incentive Stock Option Plan, as amended (filed as Exhibit 10(d)
to Sprint's Quarterly Report on Form 10-Q/A for the quarter ended March 31,
2004 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-5 of this Registration Statement.