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 Triumph Group, Inc. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 51-0347963 - ---------------------------------------- -------------------------------- (STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.) Four Glenhardie Corporate Center 1255 Drummers Lane, Suite 200 Wayne, Pennsylvania 19087 --------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Common Stock, par value New York Stock Exchange $.001 per share SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Common Stock is contained in the Registrant's Registration Statement on Form S-1 (Reg. No. 333-10777), filed on August 23, 1996, as amended by Amendment No. 1 to the Registration Statement, filed on September 26, 1996, as further amended from time to time, under the heading "DESCRIPTION OF SECURITIES" and such description is hereby incorporated by reference. ITEM 2. EXHIBITS. EXHIBIT NO. Description - ----------- ----------- 1 Amended and Restated Certificate of Incorporation of Triumph Group, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Triumph Group, Inc., as amended from time to time). 2 By-laws of Triumph Group, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 of Triumph Group, Inc., as amended from time to time). 3 Specimen of Common Stock Certificate of Triumph Group, Inc. (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 of Triumph Group, Inc., as amended from time to time). 2 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, thereto duly authorized. TRIUMPH GROUP, INC. /s/ Richard C. Ill ------------------------------------------------ Name: Richard C. Ill Title: President and Chief Executive Officer Dated: September 27, 1996 3