Registration No. 33-59349
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)
________________________
1997 LONG-TERM STOCK INCENTIVE PROGRAM
(Shares previously issuable under the 1990 Stock Option Plan)
(Full title of the Plan)
________________________
LEONARD J. KENNEDY, ESQ.
General Counsel
2001 Edmund Halley Drive
Reston, Virginia 20191
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(703) 433-4974
________________________
This Registration Statement as originally filed related to the offering of
8,500,000 shares of the Common Stock ("Sprint Common Stock") of Sprint
Corporation ("Sprint"), issuable under the 1990 Stock Option Plan, which was
adopted as a subsidiary plan under and pursuant to the Long-Term Stock Incentive
Program and, when the Long-Term Stock Incentive Program was replaced by the 1997
Long-Term Stock Incentive Program (the "1997 Program"), as a subsidiary plan
under and pursuant to the 1997 Program, both of which had been approved by
Sprint's shareholders. In connection with the spin-off of Sprint's cellular
division in March 1996, the number of shares of Sprint Common Stock covered by
the Registration Statement was increased to 10,319,000 shares of Sprint Common
Stock to prevent dilution. No shares were issued before the reclassification of
Sprint Common Stock into FON Common Stock and PCS Common Stock in November 1998.
The 10,319,000 shares were reclassified into 10,319,000 shares of FON Common
Stock and 5,159,500 shares of PCS Common Stock. No shares of FON Common Stock
were issued before the two-for-one split of the FON Common Stock in the 1999
second quarter, leaving all 10,319,000 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 20,638,000 shares of FON Common
Stock. Options for 605,444 shares of PCS Common Stock were exercised before the
two-for-one split of the PCS Common Stock in the 2000 first quarter, leaving
4,554,056 shares of PCS Common Stock. The two-for-one split of the PCS Common
Stock increased the number of shares of PCS Common Stock remaining under the
Registration Statement to 9,108,112 shares of PCS Common Stock.
As previously reported, Sprint's Board of Directors combined the 1990 Stock
Option Plan with and into the 1997 Program to form a single plan in February
2004. Options for all of the PCS Common Stock covered by this Registration
Statement were exercised before the Plan combination.
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.
Options for the 20,638,000 shares of Common Stock, previously called FON
Common Stock, covered by this Registration Statement have now been exercised.
Therefore, no shares remain available under this Registration Statement.
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 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 4th day
of January, 2006.
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
to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
G. D. Forsee* President and Chief Executive )
Officer and Director )
(Principal Executive Officer) )
)
)
P.N. Saleh* Chief Financial Officer )
(Principal Financial Officer) )
)
)
W.G. Arendt* Senior Vice President and )
Controller )
(Principal Accounting Officer) )
)
) January 4, 2006
Timothy M. Donahue* Chairman of the Board )
)
)
Keith J. Bane* Director )
)
)
Gordon M. Bethune* Director )
)
)
William E. Conway* Director )
)
)
Frank M. Drendel* Director )
)
II-2
)
James H. Hance, Jr.* Director )
)
)
V. Janet Hill* Director )
)
)
I. O. Hockaday, Jr.* Director )
)
)
William E. Kennard* Director ) January 4, 2006
)
)
L. K. Lorimer* Director )
)
)
Stephanie M. Shern* Director )
)
)
William H. Swanson* Director )
/s/ Michael T. Hyde
* Signed by Michael T. Hyde, Attorney-in-Fact,
pursuant to Power of Attorney filed with this
Amendment to the Registration Statement No.
33-59349.
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EXHIBIT INDEX
Exhibit
Number Exhibits
24. Power of Attorney.