As filed with the Securities and Exchange Commission on November 16, 2000
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Triumph Group, Inc.
-------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 51-0347963
- ------------------------------------------------ ------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
Four Glenhardie Corporate Center
1255 Drummers Lane, Suite 200
Wayne, Pennsylvania 19087
- ------------------------------------------------ ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Triumph Group, Inc.
1996 Stock Option Plan
-------------------------
(FULL TITLE OF THE PLAN)
Richard C. Ill
President and Chief Executive Officer
Four Glenhardie Corporate Center
1255 Drummers Lane, Suite 200
Wayne, Pennsylvania 19087
---------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(610) 975-0420
------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
Richard M. Eisenstaedt, Esquire
Vice President, General Counsel and Secretary
Four Glenhardie Corporate Center
1255 Drummers Lane, Suite 200
Wayne, Pennsylvania 19087
(610) 975-0420
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED MAXIMUM MAXIMUM REGISTRATION FEE
OFFERING PRICE PER OFFERING PRICE(1)
SHARE(1)
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par 750,000 $34.6875 $26,015,625.00 $6,868.13
value $.001 per
share
- ----------------------------------------------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(c) and (h), on the basis of the
average of the high and low prices of Triumph Group, Inc. Common Stock on
November 15, 2000, as reported on the New York Stock Exchange.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all employees of Triumph Group,
Inc. who participate in the 1996 Stock Option Plan as specified by Rule 428
under the Securities Act of 1933, as amended.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF PRIOR REGISTRATION STATEMENT.
Triumph incorporates by reference the following:
a. the contents of Triumph's Registration Statement on Form S-8, File
No. 333-36957 relating to Triumph's 1996 Stock Option Plan;
b. Triumph's Annual Report on Form 10-K for the year ended March 31, 2000;
c. Triumph's Quarterly Report on Form 10-Q for the quarters ended June 30,
2000 and September 30, 2000; and
d. Any future filings made with the SEC by Triumph under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act until the offering is
terminated.
ITEM 8. EXHIBITS.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Ernst & Young LLP
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page of Registration
Statement)
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 Wayne, Commonwealth of Pennsylvania on November 16,
2000.
TRIUMPH GROUP, INC.
By: /s/ Richard C. Ill
----------------------
Richard C. Ill, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints Richard C. Ill, and each of them, his true and lawful
attorney-in-fact, with full power of substitution, for him in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith, and hereby ratifies and confirms all that said attorney-in-fact or
his substitute or substitutes may do or cause to be done by virtue hereof.
Signature Title Date
- --------- ----- ----
/s/ Richard C. Ill President, Chief November 16, 2000
- ------------------------- Executive Officer and
Richard C. Ill Director (Principal
Executive Officer)
/s/ John R. Bartholdson Senior Vice President, November 16, 2000
- ------------------------ Chief Financial Officer,
John R. Bartholdson Treasurer and Director
(Principal Financial
Officer)
-2-
/s/ Kevin E. Kindig Controller and Vice November 16, 2000
- --------------------------------- President (Principal
Kevin E. Kindig Accounting Officer)
/s/ Richard M. Eisenstaedt General Counsel, Vice November 16, 2000
- --------------------------------- President and Secretary
Richard M. Eisenstaedt
/s/ Richard C. Gozon Director November 16, 2000
- ---------------------------------
Richard C. Gozon
/s/ Claude F. Kronk Director November 16, 2000
- ---------------------------------
Claude F. Kronk
/s/ Joseph M. Silvestri Director November 16, 2000
- ---------------------------------
Joseph M. Silvestri
/s/ William O. Albertini Director November 16, 2000
- ---------------------------------
William O. Albertini
-3-
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Ernst & Young LLP
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page of Registration
Statement)