Securities Registration (section 12(b)) (8-a12b)
April 23 2020 - 5:11PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Spirit AeroSystems
Holdings, Inc.
(Exact name
of registrant as specified in its charter)
Delaware
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20-2436320
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(State of incorporation or organization)
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(IRS Employer
Identification No.)
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3801 South Oliver, Wichita, Kansas
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67210
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(Address of principal executive offices)
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(Zip Code)
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If
this form relates to the registration of a Class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following box. x
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If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. ¨
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Securities Act registration statement file number to which this form relates:
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Not Applicable
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(if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on
which each class is to be registered
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Stock Purchase Rights
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New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
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None
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(Title of Class)
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Item
1. Description
of Registrant’s Securities to be Registered.
On April 22, 2020, the Board of
Directors of Spirit AeroSystems Holdings, Inc., a Delaware corporation (the “Company”), declared a dividend of
one right (a “Right”) for each outstanding share of Class A common stock, par value $0.01 per share, of the
Company held of record at the close of business on May 1, 2020 (the “Record Time”), or issued thereafter and
prior to the Separation Time (as defined in the Rights Agreement referred to below) and thereafter pursuant to options and
convertible securities outstanding at the Separation Time. The Rights will be payable on the later of the Record Time and the
certification by the New York Stock Exchange to the Securities and Exchange Commission (the "Commission") that the Rights
have been approved for listing and registration. The Rights will be issued pursuant to a Stockholder Protection Rights
Agreement, dated as of April 22, 2020 (the “Rights Agreement”), between the Company and Computershare Inc., as
Rights Agent.
The Rights Agreement (which includes the
forms of Rights Certificate and Election to Exercise and the form of Certificate of Designations and Terms of the
Participating Preferred Stock as Exhibits A and B thereto, respectively) is attached as Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on April 23, 2020 and is hereby incorporated herein by reference. The Rights are in all respects
subject to and governed by the provisions of the Rights Agreement and the description of the Rights set forth under Items 1.01 and 3.03 of the Company's Current Report on Form 8-K filed with the
Commission on April 23, 2020 is incorporated herein by reference and is qualified in its entirety by reference to the full
text of the Rights Agreement.
Item 2. Exhibits.
Exhibit No.
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Description
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(1)
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Rights Agreement, dated as of April 22, 2020,
between Spirit AeroSystems Holdings, Inc. (the “Company”) and Computershare Inc., as Rights Agent, including as Exhibit
A the forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms
of the Participating Preferred Stock of the Company (incorporated by reference to Exhibit 4.1 of the Company's Current Report
on Form 8-K filed with the on April 23, 2020).
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SIGNATURE
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
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SPIRIT AEROSYSTEMS HOLDINGS, INC.
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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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Date: April 23, 2020
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