As filed with the Securities and Exchange Commission on October 1, 1997.
Registration No. 333-
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:
Gerald J. Guarcini, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price(1) Fee
- ------------------------------------------------------------------------------
Common Stock,
par value $.001
per share 518,750(2) (1) $13,616,790 $4,127
- ------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(c) and (h), (a) on the basis of the
average of the high and low prices of Triumph Group, Inc. Common Stock on
September 24, 1997, as reported on the New York Stock Exchange for the
268,610 options to purchase shares of Common Stock, not currently
issued under the Plan and (b) on the basis of $19.00, the exercise
price for the 250,140 options to purchase shares of Common Stock
currently outstanding under the Plan.
(2) Such number represents the number of shares of Common Stock initially
issuable upon exercise of all options available for grant under the Plan.
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 officers and other key
employees of Triumph Group, Inc. (the "Company") who participate in the Triumph
Group, Inc. 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 Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") by Triumph Group, Inc. (the "Company") (File No.
1-12235) are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on September 27, 1996.
All documents subsequently filed by the Company after the date hereof
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and shall be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Bylaws of the Company provide for indemnification of directors and
officers in accordance with indemnification provisions of the Delaware General
Corporation Law. The Delaware statute permits indemnification of directors and
officers of a corporation under certain conditions and subject to certain
limitations.
The Company's Amended and Restated Certificate of Incorporation
provides that, subject to certain limitations, no director shall be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty by such director as a director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Specimen copy of Common Stock Certificate (incorporated by
reference to Exhibit 4 to Registration Statement on Form S-1,
Reg. No. 333-10777).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Ernst & Young LLP
23.3 Consent of Ballard Spahr Andrews & Ingersoll (contained in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page of Registration
Statement)
99.1 Triumph Group, Inc. 1996 Stock Option Plan
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Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 September 26,
1997.
TRIUMPH GROUP, INC.
By : /s/ Richard C. Ill
----------------------------
Richard C. Ill, President
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
- ------------------------
Richard C. Ill President, Chief September 26, 1997
Executive Officer
and Director (Principal
Executive Officer)
/s/ John R. Bartholdson
- ------------------------
John R. Bartholdson Senior Vice President, September 26, 1997
Chief Financial Officer,
Treasurer and Director
(Principal Financial
Officer)
/s/ Kevin E. Kindig
- ------------------------
Kevin E. Kindig Controller (Principal September 26, 1997
Accounting Officer)
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/s/ Richard C. Gozon
- ------------------------
Richard C. Gozon Director September 26, 1997
/s/ Claude F. Kronk
- ------------------------
Claude F. Kronk Director September 26, 1997
/s/ Joseph M. Silvestri
- ------------------------
Joseph M. Silvestri Director September 26, 1997
/s/ Michael A. Delaney
- ------------------------
Michael A. Delaney Director September 26, 1997
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Specimen copy of Common Stock Certificate (incorporated by
reference to Exhibit 4 to Registration Statement on Form S-1,
Reg. No. 333-10777).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Ernst & Young LLP
23.3 Consent of Ballard Spahr Andrews & Ingersoll (contained in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page of Registration
Statement)
99.1 Triumph Group, Inc. 1996 Stock Option Plan