SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 8)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SPRINT NEXTEL CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2001 Edmund Halley Drive
Reston, Virginia 20191
(Address of principal (zip code)
executive office)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be Registered Each Class is to be Registered
___________________________ ________________________________
Series 1 Common Stock, New York Stock Exchange
par value $2.00 per share
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box _______
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box _______
Securities Act registration statement file number to which this form relates:
_______________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
EXPLANATORY NOTE
Sprint Nextel Corporation is filing this amendment number 8 to its
Registration Statement on Form 8-A relating to its Series 1 Common Stock to
reflect the fact that, in connection with the merger of Nextel Communications,
Inc. with and into a wholly owned subsidiary of Sprint Corporation, Amended and
Restated Articles of Incorporation were filed with the Kansas Secretary of
State. Among other things, the Amended and Restated Articles of Incorporation
changed the name of the corporation from Sprint Corporation to Sprint Nextel
Corporation, changed the designation of the FON Common Stock, Series 1 and
Series 2, to Series 1 Common Stock and Series 2 Common Stock, respectively, and
changed the authorized capital stock of the corporation. The Amended and
Restated Articles of Incorporation now authorize a class of Non-Voting Common
Stock and no longer authorize PCS Common Stock.
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement amends the description of Sprint Nextel
Corporation's Series 1 Common Stock, par value $2.00 per shares, which is
registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended, and listed on the New York Stock Exchange. Incorporated by reference
herein are the sections entitled "Authorized Capital Stock of Sprint
Nextel--Description of Sprint Nextel Common Stock" and "Comparison of Rights of
Stockholders of Sprint, Nextel and Sprint Nextel" contained in the registrant's
Registration Statement (File No. 333-123333) on Form S-4 initially filed on
March 15, 2005, as amended (the "Form S-4").
1
Item 2. Exhibits.
1. Amended and Restated Articles of Incorporation of Sprint Nextel Corporation
(incorporated by reference to Annex G of the Form S-4).
2. Amended and Restated Bylaws of Sprint Nextel Corporation (incorporated by
reference to Annex H of the Form S-4).
3. Second Amended and Restated Rights Agreement between Sprint and UMB Bank,
n.a., as Rights Agent, dated as of March 16, 2004 and effective as of April
23, 2004 (incorporated by reference to Exhibit 1 to Amendment No. 5 to
Sprint's Registration Statement on Form 8-A relating to Sprint's Rights,
filed April 12, 2004).
4. Amendment dated June 17, 2005 to Second Amended and Restated Rights
Agreement (filed as Exhibit 4(d) to Sprint's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2005, and incorporated herein by reference).
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
SPRINT NEXTEL CORPORATION
By: /s/ Michael T. Hyde
Michael T. Hyde, Assistant Secretary
Date: August 12, 2005
3
EXHIBIT INDEX
Exhibit
Number Description
1. Amended and Restated Articles of Incorporation of Sprint Nextel Corporation
(incorporated by reference to Annex G of the Form S-4).
2. Amended and Restated Bylaws of Sprint Nextel Corporation (incorporated by
reference to Annex H of the Form S-4).
3. Second Amended and Restated Rights Agreement between Sprint and UMB Bank,
n.a., as Rights Agent, dated as of March 16, 2004 and effective as of April
23, 2004 (incorporated by reference to Exhibit 1 to Amendment No. 5 to
Sprint's Registration Statement on Form 8-A relating to Sprint's Rights,
filed April 12, 2004).
4. Amendment dated June 17, 2005 to Second Amended and Restated Rights
Agreement (filed as Exhibit 4(d) to Sprint's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2005, and incorporated herein by reference).