SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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SPRINT NEXTEL CORPORATION
(Name of Subject Company (Issuer))
Options to Purchase Common Stock, par value $0.01 per share
(Title of Class of Securities Underlying Common Stock)
852061100
(CUSIP Number of Class of Securities)
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Charles R. Wunsch, Esq.
General Counsel and Corporate Secretary
Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
Telephone: (913) 794-1496
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee(1)
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N/A N/A
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(1) Pursuant to General Instruction D to Schedule TO, a filing fee is not
required in connection with this filing because it relates solely to
preliminary communications made before the commencement of a tender
offer.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
|X| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
Attached is a Proposed Stock Option Exchange Program FAQs Supplement
made available to Sprint employees on April 8, 2010 regarding the proposed
Option Exchange Program announced on March 29, 2010.
The exhibit to this Schedule TO does not constitute an offer to holders
of Sprint's outstanding stock options to exchange those options. The proposed
Option Exchange Program will only be commenced, if at all, if Sprint's
shareholders approve the proposal to approve an amendment of an existing equity
incentive plan to allow for the proposed Option Exchange Program.
The Option Exchange Program has not yet commenced. Sprint will file a
Tender Offer Statement on Schedule TO with the Securities and Exchange
Commission, or the SEC, upon the commencement of the Option Exchange Program.
Persons who are eligible to participate in the Option Exchange Program should
read the Tender Offer Statement on Schedule TO and other related materials when
those materials become available because they will contain important information
about the Option Exchange Program.
Sprint shareholders and option holders will be able to obtain the
written materials described above and other documents filed by Sprint with the
SEC free of charge from the SEC's website at www.sec.gov. In addition,
shareholders and option holders may obtain free copies of the documents filed by
Sprint with the SEC by directing a written request to: Sprint Nextel
Corporation, 6200 Sprint Parkway, Overland Park, KS 66215, Attention: Investor
Relations.
Item 12. Exhibits.
Exhibit Number Description
99.1 Stock Option Exchange Program FAQs
Supplement, dated April 8, 2010.
2