Registration No. 333-25449
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
SPRINT NEXTEL 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.)
2001 Edmund Halley Drive, Reston, Virginia 20191
(Address of principal executive offices)
------------------------
OUTSIDE DIRECTORS SHARES UNDER THE
SPRINT CORPORATION 1997 LONG-TERM STOCK INCENTIVE PROGRAM
(Full title of the Plan)
------------------------
LEONARD J. KENNEDY, ESQ.
General Counsel
Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(703) 433-4000
------------------------
================================================================================
This Registration Statement as originally filed related to the offering
of 100,000 shares of Sprint Common Stock ("Sprint Common Stock") issuable to
outside directors under Sprint's 1997 Long-Term Stock Incentive Program (the
"1997 Program"). 1,362 shares were issued before the reclassification of Sprint
Common Stock into FON Common Stock and PCS Common Stock in November 1998,
leaving 98,638 shares. The remaining 98,638 shares were reclassified into 98,638
shares of FON Common Stock and 49,319 shares of PCS Common Stock. 992 shares of
FON Common Stock were issued before the two-for-one split of the FON Common
Stock in the 1999 second quarter, leaving 97,646 shares of FON Common Stock. The
two-for-one split of the FON Common Stock increased the number of shares of FON
Common Stock under the Registration Statement to 195,292 shares of FON Common
Stock. 720 shares of PCS Common Stock were issued before the two-for-one split
of PCS Common Stock in the 2000 first quarter, leaving 48,599 shares of PCS
Common Stock. The two-for-one split of the PCS Common Stock increased the number
of shares of PCS Common Stock under the Registration Statement to 97,198 shares
of PCS Common Stock.
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 "Recombination Date"). 91,370 of the 97,198 shares
of PCS Common Stock were issued before the Recombination Date, leaving 5,828
shares of PCS Common Stock. Following the recombination of the PCS Common Stock
and the FON Common Stock, the remaining shares of PCS Common Stock were
deregistered.
In connection with the merger of Nextel Communications, Inc. with and
into a subsidiary of Sprint in August 2005, Sprint amended its Articles of
Incorporation to change its name to Sprint Nextel Corporation and to redesignate
its FON Common Stock as common stock.
The 1997 Program provides that no awards may be granted pursuant to the
plan after April 15, 2007. Accordingly, Sprint Nextel hereby deregisters the
shares of its common stock registered under this Registration Statement which
remain unsold.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Exhibits
24. Power of Attorney.
II-1
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
No. 3 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 10th day of May, 2007.
SPRINT NEXTEL CORPORATION
By: /s/ Michael T. Hyde
Michael T. Hyde, Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 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 )
GARY D. FORSEE* Chief Executive Officer )
(Principal Executive Officer) )
)
)
PAUL SALEH* Chief Financial Officer )
(Principal Financial Officer) )
)
)
Senior Vice President and )
W.G. ARENDT* Controller )
(Principal Accounting Officer) )
)
) May 10, 2007
KEITH J. BANE* Director )
)
)
------------------ )
(Robert R. Bennett) Director )
)
)
GORDON BETHUNE* Director )
)
)
FRANK M. DRENDEL* Director )
II-2
JAMES H. HANCE JR.* Director )
)
)
V. JANET HILL* Director )
)
)
I. O. HOCKADAY, JR.* Director ) May 10, 2007
)
)
L. K. LORIMER* Director )
)
)
WILLIAM SWANSON* Director )
/s/ Michael T. Hyde
* By: Michael T. Hyde, Attorney-in-Fact,
pursuant to Power of Attorney filed
with this Amendment No. 3.
II-3
EXHIBIT INDEX
Exhibit
Number Exhibits
24. Power of Attorney.