Registration No. 33-58488
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 4 on
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPRINT NEXTEL CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State of incorporation) (I.R.S. Employer Identification No.)
2001 Edmund Halley Drive, Reston, Virginia 20191, (703) 433-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Leonard J. Kennedy, Esq.
General Counsel
Sprint Nextel Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Telephone (703) 433-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public:
Not Applicable
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. X
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ____
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. ____
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. ____
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This Registration Statement as originally filed related to the offering of
1,500,000 shares of Sprint Corporation ("Sprint") Common Stock issuable under
the Automatic Dividend Reinvestment Plan. On November 23, 1998, following
approval by Sprint's shareholders, Sprint's Articles of Incorporation were
restated to reclassify each share of its Common Stock into one share of FON
Common Stock and one-half share of PCS Common Stock. The shares of PCS Common
Stock resulting from the reclassification were deregistered in 1998.
At the time of the two-for-one split of the FON Common Stock in the 1999
second quarter, there were 1,163,514 shares of FON Common Stock remaining under
the Registration Statement. The two-for-one split of the FON Common Stock
increased the number of shares of FON Common Stock under the registration
statement to 2,327,028 shares.
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.
For the foreseeable future, Sprint Nextel will not avail itself
of the option to issue original issue shares of common stock to the Plan.
Accordingly, Sprint Nextel hereby deregisters the shares of its common stock
registered under this Registration Statement which remain unsold.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
Number Exhibit
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 the
requirements for filing on Form S-3 and has duly caused this Amendment No. 4 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
29th day of September, 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
No. 4 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* Chief Executive Officer and Director )
(Principal Executive Officer) )
)
)
PAUL SALEH* Chief Financial Officer )
(Principal Financial Officer) )
)
)
W.G. ARENDT* Senior Vice President and )
Controller )
(Principal Accounting Officer) )
)
) September 29, 2006
TIMOTHY M. DONAHUE* Chairman )
)
)
KEITH J. BANE* Director )
)
)
GORDON BETHUNE* Director )
)
)
FRANK M. DRENDEL* Director )
)
)
JAMES H. HANCE, JR.* Director )
)
)
V. JANET HILL* Director )
II-2
I. O. HOCKADAY, JR.* Director )
)
)
WILLIAM E. KENNARD* Director ) September 29, 2006
)
)
L. K. LORIMER* Director )
)
)
WILLIAM SWANSON* Director )
* By: /s/ Michael T. Hyde
Michael T. Hyde, as Attorney-in-Fact
pursuant to Power of Attorney filed
with this Amendment
II-3
EXHIBIT INDEX
Exhibit
Number Exhibit
24 Power of Attorney