Registration No. 333-76783 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------ SPRINT 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.) Post Office Box 7997, Shawnee Mission, Kansas 66207-0997 (Address of principal executive offices) ------------------------ SPRINT CORPORATION MANAGEMENT INCENTIVE STOCK OPTION PLAN (Full title of the Plan) ------------------------ CLAUDIA S. TOUSSAINT Vice President, Corporate Governance and Ethics, and Corporate Secretary P.O. Box 7997 Shawnee Mission, Kansas 66207-0997 (Name and address of agent for service) Telephone number, including area code, of agent for service: (913) 794-1513 ------------------------ This Registration Statement as originally filed related to the offering of 92,031 shares of FON Common Stock issuable upon exercise of options granted under the Management Incentive Stock Option Plan, and the offering of 53,777 shares of PCS Common Stock issuable upon exercise of options granted under the Management Incentive Stock Option Plan. No shares of FON Common Stock were issued before the two-for-one split of FON Common Stock in the 1999 second quarter, leaving all 92,031 shares of FON Common Stock. The two-for-one split of the FON Common Stock increased the number of shares of FON Common Stock remaining under the Registration Statement to 184,062 shares of FON Common Stock. No shares of PCS Common Stock were issued before the two-for-one split of the PCS Common Stock in the 2000 first quarter, leaving all 53,777 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 107,554 shares of PCS Common Stock. On February 28, 2004, Sprint'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). None of the 107,554 shares of PCS Common Stock were issued upon the exercise of options before the Conversion Date. Following the recombination of the PCS Common Stock and the FON Common Stock, no shares of PCS Common Stock may be issued. Accordingly, the purpose of this Post-Effective Amendment No. 1 is to deregister the 107,554 shares of PCS Common Stock covered by 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 11th day of May, 2004. SPRINT CORPORATION By /s/ Claudia S. Toussaint (Claudia S. Toussaint, 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 Chairman of the Board and ) G. D. FORSEE* Chief Executive Officer ) (Principal Executive ) Officer) ) ) Executive Vice President ) ROBERT J. DELLINGER* - Chief Financial Officer ) (Principal Financial ) Officer) ) ) Senior Vice President and ) J. P. MEYER* Controller ) (Principal Accounting ) Officer) ) ) May 11, 2004 DUBOSE AUSLEY* Director ) ) _____________________ ) (Gordon M. Bethune) Director ) ) ) E. LINN DRAPER, JR. * Director ) ) _____________________ ) (Deborah A. Henretta) Director ) ) II-2 ) I. O. HOCKADAY, JR.* Director ) ) ) L. K. LORIMER* Director ) ) May 11, 2004 C. E. RICE* Director ) ) ) LOUIS W. SMITH* Director ) ) ) GERALD L. STORCH* Director ) ) /s/ Claudia S. Toussaint --------------------------- * Signed by Claudia S. Toussaint, Attorney-in-Fact, pursuant to Power of Attorney filed with this Amendment to the Registration Statement No. 333-76783. II-3 EXHIBIT INDEX Exhibit Number Exhibits 24. Power of Attorney.