SPR Spirit Aerosystems Holdings Inc

As filed with the Securities and Exchange Commission on September 6, 2017

Registration No.               

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

3801 South Oliver

Wichita, Kansas 67210

(Address of principal executive offices)

SPIRIT AEROSYSTEMS EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Thomas C. Gentile III

President and Chief Executive Officer

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)

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. (Check one):

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. o

Spirit’s Third Amended and Restated Certificate of Incorporation provides that none of its directors shall be personally liable to Spirit or its stockholders for monetary damages for breach of fiduciary duty as a director, except that a director may be liable for (i) any breach of the director’s duty of loyalty to Spirit or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) the payment of unlawful dividends and unlawful repurchase or redemption of Spirit’s capital stock prohibited by Section 174 of the DGCL, and (iv) any transaction from which the director derived any improper personal benefit.

Spirit’s Sixth Amended and Restated Bylaws provide for the indemnification of Spirit’s directors and officers to the fullest extent permitted by the DGCL.

Additionally, Spirit has entered into indemnification agreements with certain of its directors and officers which may, in certain cases, be broader than the specific indemnification provisions contained in Spirit’s Third Amended and Restated Certificate of Incorporation and Sixth Amended and Restated Bylaws. The indemnification agreements may require Spirit, 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 Spirit 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.

Spirit’s directors and officers are covered by insurance policies maintained by Spirit against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act or the Exchange Act.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

Provided , however , that:

Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by Spirit pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

(2)          That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)          Spirit hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Spirit’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Spirit pursuant to the provisions described under “Item 6 - Indemnification of Directors and Officers” or otherwise, Spirit has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Spirit of expenses incurred or paid by a director, officer or controlling person of Spirit in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Spirit will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

4