þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 20-2436320 | |
(State of Incorporation) | (I.R.S. Employer | |
Identification Number) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Class A Common Stock, $0.01 par value | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
2
Incorporated by | ||||
Article I. Exhibit | Reference to the | |||
Number | Section 1.01 Exhibit | Following Documents | ||
2.1
|
Asset Purchase Agreement, dated as of February 22, 2005, between Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and The Boeing Company | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 2.1 | ||
2.2
|
First Amendment to Asset Purchase Agreement, dated June 15, 2005, between Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and The Boeing Company | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 2.2 | ||
3.1
|
Amended and Restated Certificate of Incorporation of Spirit AeroSystems Holdings, Inc. | Amendment No. 2 to Registration Statement on Form S-1/A (File No. 333-135486), filed October 30, 2006, Exhibit 3.1 | ||
3.2
|
Amended and Restated By-Laws of Spirit AeroSystems Holdings, Inc. | Amendment No. 2 to Registration Statement on Form S-1/A (File No. 333-135486), filed October 30, 2006, Exhibit 3.2 | ||
4.1
|
Form of Class A Common Stock Certificate | Amendment No. 5 to Registration Statement on Form S-1/A (File No. 333-135486), filed November 17, 2006, Exhibit 4.1 | ||
4.2
|
Form of Class B Common Stock Certificate | Amendment No. 5 to Registration Statement on Form S-1/A (File No. 333-135486), filed November 17, 2006, Exhibit 4.2 | ||
4.3
|
Investor Stockholders Agreement, dated June 16, 2005, among Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Onex Partners LP and the stockholders listed on the signature pages thereto | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 4.3 | ||
4.4
|
Registration Agreement, dated June 16, 2005, among Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and the persons listed on Schedule A thereto | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 4.4 | ||
10.1
|
Employment Agreement, dated June 16, 2005, between Jeffrey L. Turner and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.1 | ||
10.2
|
Employment Agreement, dated August 3, 2005, between Ulrich Schmidt and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.2 | ||
10.3
|
Employment Agreement, dated September 13, 2005, between Spirit AeroSystems, Inc. and H. David Walker | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.3 | ||
10.4
|
Employment Agreement, dated December 28, 2005, between Spirit AeroSystems, Inc. and John Lewelling | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.4 |
3
Incorporated by | ||||
Article I. Exhibit | Reference to the | |||
Number | Section 1.01 Exhibit | Following Documents | ||
10.5
|
Employment Agreement, dated December 30, 2005, between Spirit AeroSystems, Inc. and Janet S. Nicolson | Registration Statement on Form S-1 (File No. 333-135486), filed August 29, 2006, Exhibit 10.5 | ||
10.6
|
Employment Agreement, dated March 20, 2006, between Spirit AeroSystems (Europe) Limited and Neil McManus | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.6 | ||
10.7
|
Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) Executive Incentive Plan | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.7 | ||
10.8
|
Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) Supplemental Executive Retirement Plan | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.8 | ||
10.9
|
Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) Short Term Incentive Plan | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.9 | ||
10.10
|
Spirit AeroSystems Holdings, Inc. Long-Term Incentive Plan | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.10 | ||
10.11
|
Spirit AeroSystems Holdings, Inc. Cash Incentive Plan | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.11 | ||
10.12
|
Spirit AeroSystems Holdings, Inc. Union Equity Participation Program | Amendment No. 2 to Registration Statement on Form S-1/A (File No. 333-135486), filed October 30, 2006, Exhibit 10.12 | ||
10.13
|
Spirit AeroSystems Holdings, Inc. Director Stock Plan | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.13 | ||
10.14
|
Form of Indemnification Agreement | Amendment No. 1 to Registration Statement on Form S-1/A (File No. 333-135486), filed August 29, 2006, Exhibit 10.14 | ||
10.15
|
Intercompany Agreement, dated June 30, 2005, between Onex Partners Manager L.P. and Spirit AeroSystems, Inc. | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.15 | ||
10.16
|
Consulting Agreement, dated as of February 25, 2005, between Gephardt and Associates LLC and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.). | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.16 | ||
10.17
|
Amended and Restated Credit Agreement, dated as of July 20, 2005, by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, the guarantors party thereto, Citicorp North America, Inc. and the other lenders party thereto. | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.17 | ||
10.18
|
Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of December 11, 2005, by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, the guarantors party thereto, Citicorp North America, Inc. and the other lenders party thereto. | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.18 |
4
Incorporated by | ||||
Article I. Exhibit | Reference to the | |||
Number | Section 1.01 Exhibit | Following Documents | ||
10.19
|
Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of March 31, 2006, by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, the guarantors party thereto, Citicorp North America, Inc. and the other lenders party thereto. | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.19 | ||
10.20
|
Security Agreement, dated as of June 16, 2005, made by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, 3101447 Nova Scotia Company, Onex Wind Finance LLC and Citicorp North America, Inc., as collateral agent. | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.20 | ||
10.21
|
Credit Agreement, dated as of June 16, 2005, by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, 3101447 Nova Scotia Company, the other guarantor party thereto, and The Boeing Company. | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.21 | ||
10.22
|
Security Agreement, dated as of June 16, 2005, made by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Spirit AeroSystems Finance, Inc. (f/k/a Mid-Western Aircraft Finance, Inc.), Onex Wind Finance LP, 3101447 Nova Scotia Company, Onex Wind Finance LLC and The Boeing Company, as agent. | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.22 | ||
10.23
|
Special Business Provisions (Sustaining), dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.23 | ||
10.24
|
General Terms Agreement (Sustaining and others), dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.24 | ||
10.25
|
Hardware Material Services General Terms Agreement, dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.25 | ||
10.26
|
Ancillary Know-How Supplemental License Agreement, dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.26 | ||
10.27
|
Sublease Agreement, dated as of June 16, 2005, among The Boeing Company, Boeing IRB Asset Trust and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc) | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.27 | ||
10.28
|
Spirit AeroSystems Holdings, Inc. Long Term Incentive Plan | Registration Statement on Form S-1/A (File No. 333-135486), filed November 6, 2006, Exhibit 10.28 |
5
Incorporated by | ||||
Article I. Exhibit | Reference to the | |||
Number | Section 1.01 Exhibit | Following Documents | ||
10.29
|
Amendment to the Amended and Restated Credit Agreement, dated as of November 27, 2006, by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc., (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, the guarantor party thereto, Citicorp North America, Inc. and the other lenders party thereto. | Current Report on Form 8-K (File No. 001-33160), filed December 1, 2006, Exhibit 10.1 | ||
10.30
|
Second Amended and Restated Credit Agreement by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), the guarantor party thereto, Citicorp North America, Inc. and the other lenders party thereto. | Current Report on Form 8-K (File No. 001-33160), filed December 1, 2006, Exhibit 10.2 | ||
10.31
|
Amendment to Spirit AeroSystems Holdings, Inc. Supplemental Executive Retirement Plan, dated July 30, 2007 | Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006 Exhibit 10.2 | ||
14.1
|
Code of Ethics | Registration Statement on Form 10-K (File No. 001-33160), filed March 5, 2007, Exhibit 14.1 | ||
(i) Spirit Code of Conduct | ||||
(ii) Spirit Finance Code of Professional Conduct | ||||
21.1
|
Subsidiaries of Spirit AeroSystems Holdings, Inc. | Filed herewith | ||
23.1
|
Consent of PricewaterhouseCoopers LLP | Filed herewith | ||
23.2
|
Consent of Deloitte & Touche LLP | Filed herewith | ||
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | Filed with Form 10-K/A, Amendment No. 1 | ||
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | Filed with Form 10-K/A, Amendment No. 1 | ||
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | Filed herewith | ||
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | Filed herewith |
6
SPIRIT AEROSYSTEMS HOLDINGS, INC. |
||||
By: | /s/ Ulrich Schmidt | |||
Ulrich Schmidt | ||||
Chief Financial Officer |
7
Exhibit Number | Description | |
31.1
|
Amended Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
31.2
|
Amended Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
31.3
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
31.4
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
8