As filed with the Securities and Exchange Commission on May 7, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Spirit AeroSystems Holdings,
Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
3801 South Oliver
Wichita, Kansas
(Address of Principal Executive Offices) |
20-2436320
(I.R.S. Employer Identification No.)
67210
(Zip Code) |
AMENDED AND RESTATED
SPIRIT AEROSYSTEMS EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Mindy McPheeters
Senior Vice President,
General Counsel & Corporate Secretary
Spirit AeroSystems Holdings,
Inc.
3801 South Oliver
Wichita, Kansas 67210
(316) 526-9000
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
Katherine Terrell Frank
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite
3900
Dallas, Texas 75201
(214) 220-7860
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act of 1934.
Large accelerated filer |
x |
Accelerated filer |
¨ |
Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
|
Emerging growth company |
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act of 1933. ¨
EXPLANATORY NOTE
At the 2024 annual meeting of stockholders of Spirit
AeroSystems Holdings, Inc. (the “Company” or the “Registrant”), the Company’s stockholders
approved an amendment (the “2024 Amendment”) to the Amended and Restated Spirit AeroSystems Employee Stock Purchase
Plan (the “ESPP”), to increase the maximum number of shares of the Company’s
Class A Common Stock, $0.01 par value per share (“Common Stock”) that may be issued under the ESPP to 4,500,000.
The Registrant is filing this Registration Statement
on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the
offer and sale of an additional 3,500,000 shares of Common Stock that may be issued pursuant to the ESPP, which are available as a result
of the 2024 Amendment. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 with respect to the ESPP (Registration No. 333-220358) (the “Original Registration Statement”), filed with the
Securities and Exchange Commission on September 6, 2017, including the information contained therein, are hereby incorporated by
reference to this Registration Statement, except that the provisions contained in Part II of the Original Registration Statement
are modified as set forth in this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Items 1 and 2 of Part I
of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities
Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing
the information specified in Part I of this registration statement will be sent or given to participants in the ESPP, as specified
by Rule 428(b)(1) promogulated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated herein
by reference:
| d) | the description of the Registrant’s Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on
November 16, 2006, Exhibit 4.2
to the Registrant’s Form 10-K, and any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after
the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to
stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under
such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required to be filed with this Registration
Statement pursuant to General Instruction E to Form S-8.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not required to be filed with this Registration
Statement pursuant to General Instruction E to Form S-8.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is incorporated under the laws,
as amended, of the State of Delaware. Under Section 145 of the Delaware General Corporation Law (the “DGCL”),
a corporation may indemnify its directors, officers, employees and agents and its former directors, officers, employees and agents and
those who serve, at the corporation’s request, in such capacities with another enterprise, against expenses, including attorneys’
fees, as well as judgments, fines and settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason
of their serving or having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in
a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal
action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit
indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the
court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully
defended.
Both the Registrant’s certificate of incorporation
and its by-laws provide for the elimination of personal liability of its directors and the indemnification of its directors and officers,
each to the fullest extent permitted by the DGCL. The Registrant has entered into indemnification agreements with certain of its directors
and officers that may require the Registrant, among other things, to indemnify such officers and directors against certain liabilities
that may arise by reason of their status or service as directors, officers or employees of the Registrant and to advance the expenses
incurred by such parties as a result of any threatened claims or proceedings brought against them as to which they could be indemnified.
The Registrant’s directors and officers are also covered by insurance policies maintained against certain liabilities for actions
taken in their capacities as such, including liabilities under the Securities Act or the Exchange Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not required to be filed with this Registration
Statement pursuant to General Instruction E to Form S-8.
ITEM 8. EXHIBITS
ITEM 9. UNDERTAKINGS
Not required to be filed with this Registration
Statement pursuant to General Instruction E to Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities
Act, 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 Wichita, State of Kansas, on May 7, 2024.
|
SPIRIT AEROSYSTEMS HOLDINGS, INC. |
|
|
|
By: |
/s/
Mindy McPheeters |
|
Name: |
Mindy McPheeters |
|
Title: |
Senior Vice President, General Counsel and Corporate
Secretary |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below, hereby constitutes and appoints Mark J. Suchinski and Mindy McPheeters or either one of them, his true
and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration
statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
/s/ Patrick
M. Shanahan
Patrick
M. Shanahan |
|
Director, President and Chief Executive Officer (Principal Executive Officer) |
|
May 7, 2024 |
/s/ Mark J.
Suchinski
Mark
J. Suchinski |
|
Senior Vice President and Chief Financial Officer (Principal Financial
Officer) |
|
May 7, 2024 |
/s/ Damon Ward
Damon
Ward |
|
Vice President and Corporate Controller
(Principal Accounting Officer) |
|
May 7, 2024 |
/s/ Robert D.
Johnson
Robert
D. Johnson |
|
Director, Chairman of the Board |
|
May 7, 2024 |
/s/ Stephen
Cambone
Stephen
Cambone |
|
Director |
|
May 7, 2024 |
/s/
Jane P. Chappell
Jane P. Chappell |
|
Director |
|
May 7, 2024 |
/s/ Irene M.
Esteves
Irene
M. Esteves |
|
Director |
|
May 7, 2024 |
/s/ William
Fitzgerald
William
Fitzgerald |
|
Director |
|
May 7, 2024 |
/s/ Paul Fulchino
Paul
Fulchino |
|
Director |
|
May 7, 2024 |
/s/ Ronald T.
Kadish
Ronald
T. Kadish |
|
Director |
|
May 7, 2024 |
/s/ John L.
Plueger
John
L. Plueger |
|
Director |
|
May 7, 2024 |
/s/ James Ray, Jr.
James
Ray, Jr. |
|
Director |
|
May 7, 2024 |
/s/ Laura H.
Wright
Laura
H. Wright |
|
Director |
|
May 7, 2024 |
Exhibit 5.1
May 7, 2024
Spirit AeroSystems Holdings, Inc.
3801 South Oliver
Wichita, KS 67210
Ladies and Gentlemen:
We have acted as counsel for
Spirit AeroSystems Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration
under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 3,500,000 shares
of the Company’s Class A Common Stock, $0.01 par value per share (the “Common Stock”), pursuant to the Company’s
registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission
(the “Commission”) on May 7, 2024, which Common Stock may be issued from time to time in accordance with the terms of
the Amended and Restated Spirit AeroSystems Employee Stock Purchase Plan (as amended from time to time, the “Plan”).
In reaching the opinions set
forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such
documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes
of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the
Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes
of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts
and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives
of the Company.
We have assumed (i) the
legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all
documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals,
(v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained
in all documents reviewed by us is true, correct and complete, and (vii) that the Common Stock will be issued in accordance with
the terms of the Plan.
Based on the foregoing and
subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion
that the Common Stock have been duly authorized and, when the Common Stock are issued by the Company in accordance with the terms of the
Plan and the instruments executed pursuant to the Plan, as applicable, the Common Stock will be validly issued, fully paid and non-assessable.
This opinion is limited in
all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than
as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed
herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in
any matter after the date hereof.
This opinion letter may be
filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Act.
Vinson & Elkins
LLP Attorneys at Law
Austin Dallas Dubai Houston
London Los Angeles New York
Richmond Riyadh San Francisco Tokyo Washington |
Trammell Crow Center, 2001
Ross Avenue, Suite 3700
Dallas, TX 75201-2975
Tel +1.214.220.7700 Fax +1.214.220.7716 www.velaw.com |
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Page 2 |
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Very truly yours, |
|
|
|
/s/ Vinson & Elkins L.L.P. |
|
|
|
Vinson & Elkins L.L.P. |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Amended and Restated Spirit AeroSystems Employee Stock Purchase Plan of Spirit AeroSystems
Holdings, Inc. of our reports dated February 22, 2024, with respect to the consolidated financial statements of Spirit AeroSystems
Holdings, Inc. and the effectiveness of internal control over financial reporting of Spirit AeroSystems Holdings, Inc. included
in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Wichita, Kansas
May 7, 2024
Exhibit 107
Calculation of
Filing Fee Tables
Form S-8
Registration
Statement Under
The Securities
Act Of 1933
(Form Type)
Spirit AeroSystems
Holdings, Inc.
(Exact Name of Registrant
as Specified in its Charter)
Table 1 –
Newly Registered Securities |
Security
Type |
Security Class Title |
Fee
Calculation
Rule |
Amount
Registered
(1)(2)
|
Proposed
Maximum
Offering
Price Per
Unit (3) |
Maximum
Aggregate
Offering
Price (3) |
Fee Rate |
Amount of
Registration
Fee |
Equity |
Class A Common stock, $0.01 par value per share |
Rule 457(c) and Rule 457(h) |
3,500,000 |
$32.20 |
$112,700,000 |
0.00014760 |
$16,634.52 |
Total Offering Amounts |
|
$112,700,000 |
|
$16,634.52 |
Total Fee Offsets |
|
|
|
— |
Net Fee Due |
|
|
|
$16,634.52 |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), the registration statement on Form S-8 (the “Registration
Statement”) to which this exhibit relates shall also cover any additional shares of the
Class A Common Stock, $0.01 par value per share (“Common Stock”),
of Spirit AeroSystems Holdings, Inc. (the “Registrant”) that become
issuable with respect to the securities identified in the above table by reason of any stock dividend, stock splits, reverse stock splits,
recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments effected
without receipt of consideration that increases the number of outstanding shares of Common Stock. |
| (2) | Represents shares of Common Stock subject to issuance in connection with the Amended and Restated Spirit AeroSystems Employee Stock
Purchase Plan. |
| | |
| (3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and
457(h) under the Securities Act. The offering price and the registration fee are based on the average of the high and low prices
of shares of Common Stock of the Registrant, as reported on the New York Stock Exchange on April 30, 2024. |
Grafico Azioni Spirit Aerosystems (NYSE:SPR)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Spirit Aerosystems (NYSE:SPR)
Storico
Da Giu 2023 a Giu 2024