As filed with the Securities and Exchange Commission on June 17, 2011

Registration No. 333-______

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SPIRIT AEROSYSTEMS HOLDINGS, INC.

Delaware		20-2436320
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

SPIRIT AEROSYSTEMS HOLDINGS, INC. THIRD AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)

Michelle A. Russell, Esq.		Marc Salle, Esq.
Senior Vice President, General Counsel &		Foulston Siefkin LLP
Secretary		Commerce Bank Center
Spirit AeroSystems Holdings, Inc.		1551 North Waterfront Parkway
3801 South Oliver		Suite 100
Wichita, Kansas 67210		Wichita, Kansas 67206
(316) 526-9000		(316) 291-9795

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 Exchange Act. (Check one):

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

Proposed Maximum

Proposed Maximum

Amount of

Amount To Be

Offering Price

Aggregate Offering

Registration

Title of Securities To Be Registered

Registered

Per Share(1)

Price(1)

Fee

Class A Common Stock, $0.01 par value per share

SPIRIT AEROSYSTEMS HOLDINGS, INC., THIRD AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

3,000,000

$

21.64

$

64,920,000.00

$

7,537.21

 

 

EXPLANATORY NOTE

On February 21, 2007, Spirit AeroSystems Holdings, Inc. (the “Registrant”) filed a registration statement on Form S-8 (Reg. No. 333-140824) with the Securities and Exchange Commission registering the offer and sale of 325,450 shares of Class A common stock, $.01 par value per share (“Class A Shares”) under the Amended and Restated Long-Term Incentive Plan (the “LTIP”). On February 4, 2008, the LTIP was amended by the adoption of the Spirit AeroSystems Holdings, Inc. Second Amended and Restated Long-Term Incentive Plan (the “Second Amended and Restated LTIP”). The February 4, 2008 amendment to the LTIP was approved by the Registrant’s shareholders at their annual meeting on April 22, 2008. The Second Amended and Restated LTIP increased the number of shares authorized under the LTIP by 3,000,000 Class A Shares (for an aggregate number of Class A Shares issuable under the LTIP of 3,400,000 shares). On April 23, 2008, the Registrant filed a registration statement on Form S-8 (Reg. No. 333-150401) to increase by 3,000,000 the number of Class A Shares registered for issuance under the LTIP.

On May 3, 2011, the LTIP was amended by the adoption of the Spirit AeroSystems Holdings, Inc. Third Amended and Restated Long-Term Incentive Plan (the “Third Amended and Restated LTIP”). The May 3, 2011 amendment to the LTIP was approved by the Registrant’s shareholders at their annual meeting on May 3, 2011. The Third Amended and Restated LTIP increased the number of shares authorized under the LTIP by 3,000,000 Class A Shares (for an aggregate number of Class A Shares issuable under the LTIP of 6,400,000 shares). Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration Statement is being filed to increase by 3,000,000 the number of Class A Shares registered for issuance under the LTIP.

The contents of Registration Statement (File No. 333-140824) and Registration Statement (File No. 333-150401) are incorporated herein by reference.

Item 8. Exhibits

Exhibit No.				Description
	*4.1			Specimen Copies of Registrant’s Class A Common Stock
	5.1			Opinion of Foulston Siefkin LLP
	23.1			Consent of PricewaterhouseCoopers LLP
	23.2			Consent of Foulston Siefkin LLP is contained in Exhibit 5.1 to this Registration Statement
	24.1			Power of Attorney
	99.1			Spirit AeroSystems Holdings, Inc. Third Amended and Restated Long-Term Incentive Plan

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 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 June 17, 2011.