Securities Registration: Employee Benefit Plan (s-8)
May 23 2023 - 4:07PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 23, 2023
Registration No. 333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
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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) |
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SPIRIT AEROSYSTEMS HOLDINGS, INC. AMENDED
AND RESTATED 2014 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
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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:
Robert W. Downes
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
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 |
¨ |
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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 2023 annual meeting of stockholders of Spirit AeroSystems Holdings, Inc. (the “Company” or the “Registrant”),
the Company’s stockholders approved the Spirit AeroSystems Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan
(the “Amended and Restated Omnibus Plan”), which provides for grants of equity awards to eligible employees, independent
contractors, consultants and directors of the Company and its subsidiaries. 5,000,000 shares
of the Company’s Class A Common Stock, $0.01 par value per share (“Common Stock”) may be granted under
the Amended and Restated Omnibus Plan. This Registration Statement on Form S-8 (this “Registration Statement”)
relates to such 5,000,000 shares of Common Stock authorized for issuance under the Amended and Restated Omnibus Plan.
Pursuant to General Instruction E to Form S-8,
the contents of the Registration Statement on Form S-8 with respect to the Spirit AeroSystems Holdings, Inc. 2014 Omnibus Incentive
Plan (Registration No. 333-195790) (the “Original Registration Statement”), filed with the Securities and Exchange
Commission on May 8, 2014, 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 will be delivered to the participants in the plan covered by this Registration
Statement as required by Rule 428(b)(1) 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 Exhibit 4.2 to the Registrant’s
Form 10-K, including 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 23, 2023.
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SPIRIT AEROSYSTEMS HOLDINGS, INC. |
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By: |
/s/
Mark J. Suchinski |
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Name: |
Mark J. Suchinski |
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Title: |
Senior Vice President and Chief Financial Officer |
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/ Thomas C. Gentile III
Thomas C. Gentile
III |
Director, President and Chief Executive Officer (Principal Executive Officer) |
May 23, 2023 |
/s/ Mark J. Suchinski
Mark J. Suchinski |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
May 23, 2023 |
/s/ Damon Ward
Damon Ward |
Vice President and Corporate Controller
(Principal Accounting Officer) |
May 23, 2023 |
/s/ Robert Johnson
Robert Johnson |
Director, Chairman of the Board |
May 23, 2023 |
/s/ Stephen Cambone
Stephen Cambone |
Director |
May 23, 2023 |
/s/ Irene M. Esteves
Irene M. Esteves |
Director |
May 23, 2023 |
/s/ William Fitzgerald
William Fitzgerald |
Director |
May 23, 2023 |
/s/ Paul Fulchino
Paul Fulchino |
Director |
May 23, 2023 |
/s/ Ronald Kadish
Ronald Kadish |
Director |
May 23, 2023 |
/s/ John L. Plueger
John L. Plueger |
Director |
May 23, 2023 |
/s/ James Ray Jr.
James Ray Jr. |
Director |
May 23, 2023 |
/s/ Patrick Shanahan
Patrick Shanahan |
Director |
May 23, 2023 |
/s/ Laura Wright
Laura Wright |
Director |
May 23, 2023 |
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