Current Report Filing (8-k)
September 25 2020 - 8:27AM
Edgar (US Regulatory)
0001364885
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0001364885
2020-09-25
2020-09-25
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): September 25, 2020
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-33160
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20-2436320
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3801
South Oliver, Wichita,
Kansas 67210
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(Address
of principal executive offices) (Zip Code)
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Registrant’s telephone number, including
area code: (316) 526-9000
Not Applicable
(Former name or former address
if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Class A Common Stock, par value $0.01 per share
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SPR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item
1.01 Entry into a Material Definitive Agreement.
The
disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item
1.02 Termination of a Material Definitive Agreement.
As
previously disclosed, on May 1, 2018, Spirit AeroSystems Holdings, Inc. (the “Company”) and its wholly-owned subsidiary
Spirit AeroSystems Belgium Holdings BVBA (“Spirit Belgium”) entered into a definitive agreement (as amended, the “Asco
Purchase Agreement”) with certain private sellers (the “Sellers”) providing for the purchase by Spirit Belgium
of all of the issued and outstanding equity of S.R.I.F. N.V., the parent company of Asco Industries N.V., subject to certain customary
closing adjustments, including foreign currency adjustments.
On
September 25, 2020, the Company, Spirit Belgium and the Sellers entered into an amendment to the Asco Purchase Agreement (the “Termination
Agreement”) pursuant to which the parties agreed to terminate the Asco Purchase Agreement, including all schedules and annexes
thereto (other than certain confidentiality agreements) (collectively with the Asco Purchase Agreement, the “Transaction
Documents”), effective as of September 25, 2020. Under the Termination Agreement, the parties also agreed to release each
other from any and all claims, rights of action, howsoever arising, of every kind and nature, in connection with, arising out of,
based upon or related to, directly or indirectly, the Transaction Documents, including any breach, non-performance, action or failure
to act under the Transaction Documents.
The
foregoing description of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Termination Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SPIRIT AEROSYSTEMS HOLDINGS, INC.
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Date: September 25, 2020
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By:
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/s/ Stacy
Cozad
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Name:
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Stacy Cozad
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Title:
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Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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