As filed with the Securities and Exchange Commission on May 8, 2014

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2 to FORM S-8 (No. 333-140824)

POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 (No. 333-150401)

POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 (No. 333-174951)

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

SPIRIT AEROSYSTEMS HOLDINGS, INC.

(Exact name of registrant as specified in the charter)

 

 

 

 

Spirit AeroSystems Holdings, Inc. Third Amended and Restated Long-Term Incentive Plan and

Spirit AeroSystems Holdings, Inc. Amended and Restated Short-Term Incentive Plan

(Full Title of the Plans)

 

 

Larry A. Lawson
Chief Executive Officer
Spirit AeroSystems Holdings, Inc.
3801 South Oliver
Wichita, Kansas 67210
(316) 526-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):

 

Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

 

 

 

TERMINATION OF REGISTRATION

 

Spirit AeroSystems Holdings, Inc. (the “Registrant”) is filing these Post-Effective Amendments to its Registration Statements on Form S-8 to withdraw and remove from registration the unissued and unsold shares of its Class A common stock (the “Common Stock”) previously registered by the Registrant pursuant to the following registration statements (collectively, the “Registration Statements”):

 

·                  Registration Statement on Form S-8 (File No. 333-140824), registering 418,499 shares of Common Stock under the Spirit AeroSystems Holdings, Inc. Amended and Restated Short-Term Incentive Plan (the “STIP”) and 325,450 shares of Common Stock under the Spirit AeroSystems Holdings, Inc. Third Amended and Restated Long-Term Incentive Plan (the “LTIP”), filed with the Securities and Exchange Commission on February 22, 2007;

 

·                  Registration Statement on Form S-8 (File No. 333-150401), registering 2,000,000 shares of Common Stock under the STIP and 3,000,000 shares of Common Stock under the LTIP, filed with the Securities and Exchange Commission on April 23, 2008;

 

·                  Registration Statement on Form S-8 (File No. 333-174951), registering 3,000,000 shares of Common Stock under the LTIP, filed with the Securities and Exchange Commission on June 17, 2011;

 

On April 30, 2014, the Registrant adopted the Spirit AeroSystems Holdings, Inc. 2014 Omnibus Incentive Plan (the “2014 Plan”).  As a result of the adoption of the 2014 Plan, no further awards will be made under the STIP or the LTIP and all awards will instead be made under the 2014 Plan.  Accordingly, the Registrant hereby terminates the effectiveness of each Registration Statement, in accordance with an undertaking made in each of the Registration Statements, and removes from registration 2,817,582 of the shares of Common Stock of the Registrant previously registered but unsold or unissued under the Registration Statements as of the date hereof.

2

 

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 of the requirements for filing the Post-Effective Amendments on Form S-8, and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas on May 7, 2014.

 

	SPIRIT AEROSYSTEMS HOLDINGS, INC.
	By:	/s/ Sanjay Kapoor
	Name:	Sanjay Kapoor
	Title:	Senior Vice President and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act, these Post-Effective Amendments been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ LARRY A. LAWSON		President, Chief Executive Officer and Director		May 7, 2014
LARRY A. LAWSON		(Principal Executive Officer)
/s/ SANJAY KAPOOR		Senior Vice-President and Chief Financial Officer		May 7, 2014
SANJAY KAPOOR		(Principal Financial Officer)
/s/ MARK SUCHINSKI		Corporate Controller		May 7, 2014
MARK SUCHINSKI		(Principal Accounting Officer)
		Director
CHARLES L. CHADWELL
		Director
IVOR EVANS
		Director
PAUL FULCHINO
/s/ RICHARD GEPHARDT		Director		May 7, 2014
RICHARD GEPHARDT
/s/ ROBERT JOHNSON		Director		May 7, 2014
ROBERT JOHNSON
/s/ RONALD KADISH		Director		May 7, 2014
RONALD KADISH
/s/ CHRISTOPHER E. KUBASIK		Director		May 7, 2014
CHRISTOPHER E. KUBASIK
		Director
TAWFIQ POPATIA
/s/ FRANCIS RABORN		Director		May 7, 2014
FRANCIS RABORN

 

3