Registration No. 333-131301
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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
Explanatory Note
Sprint Nextel is filing this post-effective amendment to its Registration
Statement on Form S-8 to include certain exhibits which were omitted from the
original filing.
Exhibit
Number Exhibits
4-B The rights of Sprint Nextel's equity security holders are defined in
Article Fifth, Article Sixth, Article Seventh and Article Eighth of the
Articles of Incorporation of Sprint Nextel. The Amended and Restated
Articles of Incorporation are filed as Exhibit 3.1 to Sprint Nextel's
Current Report on Form 8-K filed August 18, 2005, and incorporated herein
by reference.
4-C Second Amended and Restated Rights Agreement between Sprint Nextel 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 Nextel's
Registration Statement on Form 8-A relating to the Rights, filed April 12,
2004, and incorporated herein by reference).
4-D Amendment dated as of June 17, 2005 to Second Amended and Restated Rights
Agreement (filed as Exhibit 4(d) to Sprint Nextel's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by
reference).
4-E Provisions regarding the Kansas Control Share Acquisition Statute are set
forth in Article II, Section 5 of the Bylaws of Sprint Nextel. Provisions
regarding Stockholders' Meetings are set forth in Article III of the
Bylaws. The Amended and Restated Bylaws are filed as Exhibit 3.2 to Sprint
Nextel's Current Report on Form 8-K filed August 18, 2005, and incorporated
herein by reference.
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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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reston, State of Virginia, on the 2nd day of
February, 2006.
SPRINT NEXTEL CORPORATION
By /s/ Gary D. Begeman
G. D. Begeman, Vice President
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
GARY D. FORSEE* President and Chief Executive )
Officer and Director )
(Principal Executive Officer) )
)
) February 2, 2006
PAUL SALEH* Chief Financial Officer )
(Principal Financial Officer) )
)
)
)
W. G. ARENDT* Senior Vice President and Controller )
(Principal Accounting Officer) )
)
)
TIMOTHY M. DONAHUE* Chairman )
)
)
KEITH J. BANE* Director )
)
)
GORDON BETHUNE* Director )
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)
WILLIAM E. CONWAY* Director )
) February 2, 2006
)
FRANK M. DRENDEL* Director )
)
)
JAMES H. HANCE, JR.* Director )
)
)
V. JANET HILL* Director )
)
)
I. O. HOCKADAY, JR.* Director )
)
)
WILLIAM E. KENNARD* Director )
)
)
LINDA K. LORIMER* Director )
)
)
STEPHANIE SHERN* Director )
)
)
WILLIAM SWANSON* Director )
/s/ Gary D. Begeman
* Signed by G. D. Begeman, Attorney-in-Fact,
pursuant to Power of Attorney filed with this
Registration Statement No. 333-131301
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