Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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)
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1997 LONG-TERM STOCK INCENTIVE PROGRAM
(Full title of the plan)
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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) 433-4974
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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 share offering price Fee
Common Stock, Series 1,
$2.00 par value (including
the associated preferred
stock purchase rights)(2)... 43,841,835 $22.975(3) $1,007,266,159.13(3) $107,777.48(4)
(1) This Registration Statement also relates to an indeterminate number of
additional shares of Common Stock, Series 1 (and associated preferred stock
purchase rights) that may be issued pursuant to anti-dilution and
adjustment provisions of the 1997 Long-Term Stock Incentive Program.
(2) Each share of Common Stock, Series 1 also includes one-half of a preferred
stock purchase 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 Common Stock on January 23, 2006, as reported in the consolidated
reporting system, was $22.975.
(4) Of the amount due, $1010.78 has previously been paid in connection with the
registration of shares of Common Stock under Registration Statement No.
333-127425 filed August 11, 2005, that have been deregistered.
Explanatory Note
The purpose of this Registration Statement is to register 43,841,835
additional shares of common stock, series 1 of Sprint Nextel Corporation
issuable pursuant to the 1997 Long-Term Stock Incentive Program. In addition to
this registration statement, a separate registration statement was filed
registering shares of FON common stock and PCS common stock for issuance
pursuant to the 1997 Long-Term Stock Incentive Program (No. 333-111956) and
separate registration statements were filed registering FON common stock for
issuance pursuant to the 1997 Long-Term Stock Incentive Program (Nos. 333-124189
and 333-115621). In addition, separate registration statements were filed
registering shares for issuance pursuant to the 1990 Stock Option Plan (Nos.333-
46491, 333-54108, 333-59124 and 333-103691), for issuance pursuant to the 1990
Restricted Stock Plan (No. 333-103689), for issuance as Outside Directors'
Shares under the 1997 Long-Term Stock Incentive Program (No. 333-25449) and for
issuance on exercise of Outside Directors' Stock Options under the 1997 Long-
Term Stock Incentive Program (No. 33-31802).
In February 2004, Sprint Nextel's board of directors combined the 1990
Stock Option Plan and the 1990 Restricted Stock Plan with and into the 1997
Long-Term Stock Incentive Program to form a single plan. Following the
recombination of the plans, shares of common stock registered for issuance in
connection with the exercise of stock options granted under the 1990 Stock
Option Plan will be issued in connection with the exercise of stock options
under the 1997 Long-Term Stock Incentive Program, and shares of common stock
registered for issuance under the 1990 Restricted Stock Plan will be issued in
connection with the awards of restricted stock granted under the 1997 Long-Term
Stock Incentive Program.
Also in February 2004, Sprint Nextel'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 0.5 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 and restricted stock units representing the
right to receive PCS common stock were converted into restricted stock units
representing the right to receive FON common stock. Following the Conversion
Date, no shares of PCS common stock may be issued and the remaining shares of
PCS common stock have been deregistered.
In connection with the merger of Nextel Communications, Inc. with and into
a subsidiary of Sprint Corporation, Sprint Corporation changed its name to
Sprint Nextel Corporation and the FON common stock, series 1 was redesignated as
common stock, series 1.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Nextel Corporation ("Sprint
Nextel") 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, Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005, filed August 8, 2005, and Quarterly Report on Form 10-Q
for the quarter ended September 30, 2005, filed November 9, 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, August 9, 2005 (two reports), August
12, 2005, August 16, 2005, August 17, 2005, August 18, 2005, September
6, 2005, September 9, 2005, October 6, 2005, October 14, 2005, October
31, 2005, November 21, 2005, December 16, 2005 and December 21, 2005.
o Current Reports on Form 8-K/A filed on April 19, 2005 (two reports),
October 4, 2005, December 5, 2005 and December 15, 2005.
o Description of Common Stock contained in Amendment No. 8 to Sprint
Nextel's Registration Statement on Form 8-A relating to Sprint
Nextel's Common Stock, Series 1 filed August 12, 2005, and any
amendment or report filed for the purpose of updating that
description.
o Description of Rights contained in Amendment No. 6 to Sprint Nextel's
Registration Statement on Form 8-A relating to Sprint Nextel's Rights,
filed August 8, 2005, and any amendment or report filed for the
purpose of updating that description.
All documents subsequently filed by Sprint Nextel pursuant to Sections
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).
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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 Sprint Nextel Common
Stock and the related Rights to be issued under the 1997 Long-Term Stock
Incentive Program was passed upon by Michael T. Hyde, Assistant Secretary of
Sprint Nextel. As of January 25, 2006, Mr. Hyde beneficially owned approximately
28,850 shares of Sprint Nextel Common Stock, had options to purchase 64,063
shares of Sprint Nextel Common Stock, and had restricted stock units
representing 3,700 shares of Sprint Nextel 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 Nextel.
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 10 of the
bylaws of Sprint Nextel provides that the corporation will indemnify its
directors and
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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. 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 Nextel'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 Nextel 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 10 of the bylaws of Sprint Nextel, Sprint Nextel
may purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the corporation, or who is or was serving at
the request of the corporation as a director, officer or employee 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 Nextel
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 Nextel 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 Nextel.
Item 7. Exemption from Registration Claimed
Inapplicable.
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Item 8. Exhibits
Exhibit
Number Exhibits
4. 1997 Long-Term Stock Incentive Program (filed as Exhibit 10(aa) to Sprint
Nextel's Quarterly Report on Form 10-Q for the quarter ended September 30,
2005, and incorporated herein by reference).
5. Opinion and consent of Michael T. Hyde, Esq.
15-A Letter of KPMG LLP regarding Unaudited Interim Financial Information.
15-B Letter of Deloitte & Touche LLP regarding Unaudited Interim Financial
Information.
23-A Consent of KPMG LLP.
23-B Consent of Ernst & Young LLP.
23-C Consent of Deloitte & Touche LLP.
23-D Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.
24. Power of Attorney is contained on page II-8 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
reports filed with or furnished to the Commission 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 in
the Registration Statement, unless such information is contained in
reports filed with or
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furnished to the Commission 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 the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the Registration Statement as of the
date the filed prospectus was deemed part of and included in the Registration
Statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
Registration Statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
Registration Statement relating to the securities in the Registration Statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a Registration Statement or prospectus that
is part of the Registration Statement or made in a document incorporated or
deemed incorporated by reference into the Registration Statement or prospectus
that is part of the Registration Statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the Registration Statement or prospectus that was
part of the Registration Statement or made in any such document immediately
prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a Registration Statement relating to an
offering, other than Registration Statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the Registration
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Statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a Registration Statement or prospectus that
is part of the Registration Statement or made in a document incorporated or
deemed incorporated by reference into the Registration Statement or prospectus
that is part of the Registration Statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the Registration Statement or prospectus that was part of the
Registration Statement or made in any such document immediately prior to such
date of first use.
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
(6) 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,
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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 Reston, State of Virginia, on the 26th day of
January, 2006.
SPRINT NEXTEL CORPORATION
By: /s/ Paul Saleh
(P.N. Saleh, Chief Financial Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint Nextel Corporation,
hereby severally constitute G.D. Forsee, L.J. Lauer, L.J. Kennedy and G. D.
Begeman 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 on our behalf in our capacities as officers and directors
to enable Sprint Nextel 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
/s/ Gary D. Forsee President and Chief Executive )
G.D. Forsee Officer and Director )
(Principal Executive Officer) )
) January 26, 2006
)
/s/ Paul Saleh Chief Financial Officer )
P.N. Saleh (Principal Financial Officer) )
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)
)
/s/ W.G. Arendt Senior Vice President and )
W.G. Arendt Controller )
(Principal Accounting Officer) )
)
)
/s/ Timothy M. Donahue Chairman )
Timothy M. Donahue )
)
/s/ Keith J. Bane Director )
Keith J. Bane )
)
/s/ Gordon Bethune Director )
Gordon M. Bethune )
)
/s/ William E. Conway Director )
William E. Conway )
) January 26, 2006
/s/ Frank M. Drendel Director )
Frank M. Drendel )
)
/s/ James H. Hance, Jr. Director )
James H. Hance, Jr. )
)
)
/s/ V. Janet Hill Director )
V. Janet Hill )
)
/s/ I. O. Hockaday, Jr. Director )
I. O. Hockaday, Jr. )
)
/s/ William E. Kennard Director )
William E. Kennard )
)
/s/ Linda K. Lorimer Director )
L. K. Lorimer )
)
/s/ Stephanie Shern Director )
Stephanie M. Shern )
)
/s/ William Swanson Director )
William H. Swanson
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EXHIBIT INDEX
Exhibit
Number
4. 1997 Long-Term Stock Incentive Program (filed as Exhibit 10(aa) to Sprint
Nextel's Quarterly Report on Form 10-Q for the quarter ended September 30,
2005, and incorporated herein by reference).
5. Opinion and consent of Michael T. Hyde, Esq.
15-A Letter of KPMG LLP regarding Unaudited Interim Financial Information.
15-B Letter of Deloitte & Touche LLP regarding Unaudited Interim Financial
Information.
23-A Consent of KPMG LLP.
23-B Consent of Ernst & Young LLP.
23-C Consent of Deloitte & Touche LLP.
23-D Consent of Michael T. Hyde, Esq. is contained in his opinion filed as
Exhibit 5.
24. Power of Attorney is contained on page II-8 of this Registration Statement.