Edgar Filing: SPRINT CORP

Registration No. 333-

UNITED STATES 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)
________________________

NEXTEL COMMUNICATIONS, INC. AMENDED AND RESTATED INCENTIVE EQUITY 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 securitites to be offering price aggregate Registration
To be registered registered(1) per share offering price fee

FON Common Stock, Series
1, $2.00 par value
(including the associated
preferred stock purchase
rights) (2). . . . . . . . 102,771,795(3) $21.08(5) $2,166,429,438.60 (5) $254,988.75

FON Common Stock, Series
1, $2.00 par value
(including the associated
preferred stock purchase
rights) (2). . . . . . . . 2,663,734(4) $26.355(6) $70,202,709.57 (6) $8,262.86

Total Registration Fee $263,251.61

(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 Nextel Communications, Inc. Amended and
Restated Incentive Equity 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 Rights. Accordingly no additional registration fee is
required.

(3) Represents shares subject to grants of options made under the Nextel
Communications, Inc. Amended and Restated Incentive Equity Plan.

(4) Represents shares subject to grants of Deferred Shares made under the
Nextel Communications, Inc. Amended and Restated Incentive Equity Plan.

(5) Based on the weighted average exercise price for outstanding Nextel options
of $27.40 per share, divided by the merger exchange ratio of 1.3.

(6) 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, Series 1 on August 8, 2005, as reported in the
consolidated reporting system, was $26.355.

Explanatory Note

The purpose of this Registration Statement is to register 105,435,529
shares of FON Common Stock, Series 1 ("FON Common Stock") issuable pursuant to
the Nextel Communications, Inc. Amended and Restated Incentive Equity Plan (the
"Plan"). The Plan is a pre-existing plan of Nextel Communications, Inc. and the
Plan and grants made under the Plan are being assumed by Sprint Corporation in
connection with the merger of Nextel Communications, Inc. with a subsidiary of
Sprint Corporation.

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 Annual Report on Form 10-K/A for the year ended December 31, 2004,
filed on April 29, 2005;

o Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
filed May 9, 2005, and Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005, filed August 8, 2005.

o Current Reports on Form 8-K filed on January 21, 2005, February 14,
2005, February 17, 2005, March 15, 2005, April 21, 2005 (of the two
Current Reports filed on April 21, 2005, only the filing made under
Item 1.01 is incorporated herein by reference), May 20, 2005, June 10,
2005, June 14, 2005, June 22, 2005, June 23, 2005 (two reports), July
11, 2005, July 13, 2005 (two reports), July 18, 2005, July 19, 2005,
July 29, 2005, August 4, 2005 and August 9, 2005 (two reports).

o Current Reports on Form 8-K/A filed on April 19, 2005 (two reports).

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 on April 12, 2004, and any amendment or report
filed for the purpose of updating that description.

o Description of Rights contained in Amendment No. 6 to Sprint's
Registration Statement on Form 8-A relating to Sprint's Rights, filed
on August 8, 2005, 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 and 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
(excluding any Current Reports on Form 8-K to the extent disclosure is furnished
and not filed).

Item 4. Description of Securities

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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 Nextel Communications, Inc. Amended
and Restated Incentive Equity Plan was passed upon by Michael T. Hyde, Assistant
Secretary of Sprint. As of August 8, 2005, Mr. Hyde beneficially owned
approximately 30,750 shares of FON Common Stock, had options to purchase 70,657
shares of FON Common Stock, and had restricted stock units representing 3,690
shares of FON Common Stock.

Item 6. Indemnification of Directors and Officers

The following summary is qualified in its entirety by reference to the
complete text of the statutes referred to below and the articles of
incorporation and bylaws of Sprint Corporation ("Sprint").

Under Section 17-6305 of the Kansas General Corporation Code, which we
refer to as the KGCC, a corporation may indemnify a director, officer, employee,
or agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
a corporation, the corporation may indemnify a director, officer, employee, or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation.

Consistent with Section 17-6305 of the KGCC, Article IV, Section 9 of the
bylaws of Sprint provides that the corporation will indemnify its directors and
officers 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 the corporation.

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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.

In accordance with Section 17-6002(b)(8) of the KGCC, Sprint's articles of
incorporation provide that directors shall not be personally liable for monetary
damages for breaches of their fiduciary duty as directors except for (i)
breaches of their duty of loyalty to Sprint or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) certain transactions under Section 17-6424 of the KGCC
(unlawful payment of dividends) or (iv) transactions from which a director
derives an improper personal benefit.

Under Article IV, Section 9 of the bylaws of Sprint, Sprint may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation, or who is or was serving at the
request of the corporation 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 the corporation
would have the power to indemnify such persons against liability. Sprint carries
standard directors and officers liability coverage for its directors and
officers and the directors and officers of its subsidiaries. Subject to certain
limitations and exclusions, the policies reimburse the corporation for
liabilities indemnified under the bylaws.

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, employee or agent of Sprint.

Item 7. Exemption from Registration Claimed.

Inapplicable.

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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 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 the Rights,
filed April 12, 2004, and incorporated herein by reference).

4-C Amendment dated June 17, 2005 to Second Amended and Restated Rights
Agreement (filed as Exhibit 4(d) to Sprint Corporation's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein
by reference).

4-D 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 for the quarter ended March 31,
2004, and incorporated herein by reference.

4-E Nextel Communications, Inc. Amended and Restated Incentive Equity Plan
(filed as Annex J to the joint proxy statement/prospectus included as part
of Sprint Corporation's Registration Statement on Form S-4 (No. 333-
123333), as filed on June 10, 2005, and incorporated herein by reference).

5. Opinion and consent of Michael T. Hyde, Esq.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.

24. Power of Attorney is contained on page II-7 of this Registration Statement.

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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 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

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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 Overland Park, State of Kansas, on the 11th day of
August, 2005.

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 ) August 11, 2005
/s/ Robert J. Dellinger and Chief Financial Officer )
(R. J. Dellinger) (Principal Financial Officer) )
)
)
)
/s/ John P. Meyer Senior Vice President and )
(J. P. Meyer) Controller )
(Principal Accounting Officer) )
)

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)
/s/ Gordon Bethune )
(Gordon M. Bethune) Director )
)
/s/ E.L. Draper, Jr. )
(E. Linn Draper, Jr.) Director )
)
/s/ James H. Hance, Jr. )
(James H. Hance, Jr.) Director )
)
_______________________ )
(Deborah A. Henretta) Director )
)
/s/ I. O. Hockaday, Jr. ) August 11, 2005
(I. O. Hockaday, Jr.) Director )
)
/s/ Linda K. Lorimer )
(L. K. Lorimer) Director )
)
/s/ Louis W. Smith )
(Louis W. Smith) Director )
)
/s/ Gerald L. Storch )
(Gerald L. Storch) Director )
)
/s/ William H. Swanson )
(William H. Swanson) Director )
)

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EXHIBIT INDEX

Exhibit
Number

5. Opinion and consent of Michael T. Hyde, Esq.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.

24. Power of Attorney is contained on page II-7 of this Registration Statement.