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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/25/20 Spirit AeroSystems Holdings, Inc. 8-K:1,9 9/25/20 11:264K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-10.1 Material Contract HTML 17K 7: R1 Cover HTML 45K 9: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- tm2031779d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- spr-20200925_lab XML 96K 5: EX-101.PRE XBRL Presentations -- spr-20200925_pre XML 64K 3: EX-101.SCH XBRL Schema -- spr-20200925 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001104659-20-108529-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i September 25, 2020
i Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-33160 | i 20-2436320 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
i 3801 South Oliver, i Wichita, i Kansas i 67210
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: ( i 316) i 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):
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Class A Common Stock, par value $0.01 per share | i SPR | i New York Stock Exchange |
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).
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. ¨
C:
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Termination Agreement dated September 25, 2020 by and among the Company, Spirit Belgium and the Sellers. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
C:
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.
| SPIRIT AEROSYSTEMS HOLDINGS, INC. | |||
| Date: September 25, 2020 | By: | /s/ Stacy Cozad | |
| Name: | Stacy Cozad | ||
| Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 9/25/20 | |||
| 5/1/18 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/17/23 Spirit AeroSystems Holdings, Inc. 10-K 12/31/22 117:21M Workiva Inc Wde… FA01/FA 2/15/22 Spirit AeroSystems Holdings, Inc. 10-K 12/31/21 116:22M Workiva Inc Wde… FA01/FA 2/25/21 Spirit AeroSystems Holdings, Inc. 10-K 12/31/20 113:27M Workiva Inc Wde… FA01/FA 11/03/20 Spirit AeroSystems Holdings, Inc. 10-Q 10/01/20 91:16M Workiva Inc Wde… FA01/FA |