Current Report Filing (8-k)
May 05 2020 - 5:12PM
Edgar (US Regulatory)
0001364885
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0001364885
2020-05-03
2020-05-04
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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): May 4, 2020
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in
its charter)
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
(Address of principal executive offices) (Zip Code)
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:
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. ¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 4, 2020, The Boeing
Company (“Boeing”) and Spirit AeroSystems, Inc. (“Spirit”), a wholly owned subsidiary of Spirit AeroSystems
Holdings, Inc., agreed that Spirit will deliver 125 B737 MAX shipsets to Boeing in 2020, rather than
the previously-announced 216 shipsets. The 125 shipsets to be delivered in 2020 include shipsets Spirit has delivered to Boeing
since January 1, 2020.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” that may involve many risks and uncertainties. Forward-looking
statements generally can be identified by the use of forward-looking terminology such as “aim,” “anticipate,”
“believe,” “could,” “continue,” “estimate,” “expect,” “goal,”
“forecast,” “intend,” “may,” “might,” “objective,” “outlook,”
“plan,” “predict,” “project,” “should,” “target,” “will,”
“would,” and other similar words, or phrases, or the negative thereof, unless the context requires otherwise. These
statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both
known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors
not to place undue reliance on any forward-looking statements. Important factors that could cause actual results to differ materially
from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, without
limitation, the timing and conditions surrounding the return to service of the B737 MAX and any related impacts on our production
rate; our reliance on Boeing for a significant portion of our revenues; our ability to execute our growth strategy, including our
ability to timely complete and integrate our announced Asco and Bombardier acquisitions; our ability to accurately estimate and
manage performance, cost, and revenue under our contracts; demand for our products and services and the effect of economic or geopolitical
conditions in the industries and markets in which we operate in the U.S. and globally; our ability to manage our liquidity, borrow
additional funds or refinance debt; the impact of the COVID-19 pandemic on our business and operations, including on the demand
for our and our customers’ products and services, on trade and transport restrictions, on the global aerospace supply chain,
on our ability to retain the skilled work force necessary for production and development and generally on our ability to effectively
manage the impacts of the COVID-19 pandemic on our business operations; and other factors disclosed in our filings with the Securities
and Exchange Commission. These factors are not exhaustive and it is not possible for us to predict all factors that could cause
actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the
date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to
the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise
any forward-looking statements, whether as a result of new information, future events, or otherwise.
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: May 5, 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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