S-8

As filed with the Securities and Exchange Commission on July 25, 2023

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	(I.R.S. Employer
incorporation or organization)	Identification No.)
555 E Lancaster Avenue, Suite 400, Radnor, Pennsylvania	19087
(Address of principal executive offices)	(Zip Code)

Triumph Group, Inc. Amended and Restated 2018 Equity Incentive Plan

Triumph Group, Inc. 2016 Directors’ Equity Compensation Plan

(Full title of the plans)

Daniel J. Crowley

President and Chief Executive Officer

555 E Lancaster Avenue, Suite 400

Radnor, PA 19087

(Name and address of agent for service)

(610) 251-1000

(Telephone Number, including area code, of agent for service)

With a copy to:

Marie L. Gibson

Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West

New York, New York 10001

(212) 735-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On May 30, 2023, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Triumph Group, Inc. (the “Company”) and the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares of common stock, par value $0.001 per share (“Common Stock”), authorized for issuance under the 2018 Plan by 2,075,000 shares of Common Stock (the “2018 Plan Increase”), subject to stockholder approval at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”). On the same date, the Board of Directors of the Company approved an amendment to the Company’s 2016 Directors’ Equity Compensation Plan (the “Directors’ Plan”) to increase the number of shares of Common Stock authorized for issuance under the Directors’ Plan by 225,000 shares of Common Stock (the “Directors’ Plan Increase”), subject to stockholder approval at the Annual Meeting. On July 20, 2023, the 2018 Plan Increase and the Directors’ Plan Increase were approved by the Company’s stockholders at the Annual Meeting.

The Company previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “SEC” or “Commission”) on August 7, 2018 (File No. 333-226640) and November 9, 2020 (File No. 333-249980) relating to the 2018 Plan and on July 26, 2017 (File No. 333-219486) relating to the Directors’ Plan (collectively, the “Earlier Registration Statements”).

The Company is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 2,075,000 shares of Common Stock authorized for issuance under the 2018 Plan and an additional 225,000 shares of Common Stock authorized for issuance under the Directors’ Plan. The additional securities to be registered by this Registration Statement are of the same class as those securities covered by the Earlier Registration Statements. Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statements are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents of the Company filed with the Commission are incorporated herein by reference:

(a) Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the Commission on May 24, 2023;

(b)	Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 and Item 7.01 thereof), filed with the Commission on May 30, 2023, May 31, 2023, June 14, 2023,June 16, 2023 and July 21, 2023; and
(c)	The description of the Company’s Common Stock contained in Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the Commission on May 24, 2023, and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents, except as to any information that the Company discloses under Items 2.02, 7.01 or 9.01 of any Current Report on Form 8-K that is deemed to be furnished and not filed under such provisions. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in any other subsequently filed document which also is deemed to be incorporated by reference herein or in any subsequently filed appendix to this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

The registrant is a Delaware corporation. Reference is made to Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”), which permits a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director or officer for monetary damages for breaches of the director’s or officer’s fiduciary duties, except for liability:

•for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders;

•for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions);

•for any transaction from which a director or officer derived an improper personal benefit; or

•of an officer in any action by or in the right of the corporation.

Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses that such officer or director actually and reasonably incurred. The indemnification permitted under the DGCL is not exclusive, and a corporation is empowered to purchase and maintain insurance against liabilities whether or not indemnification would be permitted by statute.

The registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide for indemnification of its directors and officers to the fullest extent currently permitted by the DGCL.

The registrant also has indemnification agreements with its directors and officers. In addition, the registrant maintains liability insurance for its directors and officers.

Item 8. Exhibits.

Number	Description
4.1	Amended and Restated Certificate of Incorporation of Triumph Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed by the Company on May 22, 2009).
4.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Triumph Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on July 20, 2012).
4.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Triumph Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed by the Company on August 5, 2019).
4.4	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Triumph Group, Inc. dated July 21, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed by the Company on July 21, 2023).
4.5	Amended and Restated By-Laws of Triumph Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on April 26, 2019).
4.6	Triumph Group, Inc. Amended and Restated 2018 Equity Incentive Plan, effective July 16, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on July 21, 2020).
4.7	Amendment to the Triumph Group, Inc. Amended and Restated 2018 Equity Incentive Plan, effective July 20, 2023 (incorporated by reference to Appendix D to the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company on June 9, 2023).
4.8	Form of the 2016 Directors’ Equity Compensation Plan, as amended (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K/A filed by the Company on May 26, 2017).
4.9	Amendment to the Form of the 2016 Directors’ Equity Compensation Plan, as amended, effective July 20, 2023 (incorporated by reference to Appendix F to the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company on June 9, 2023).
5.1*	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding legality of shares of Common Stock being offered hereby.
23.1*	Consent of Ernst & Young LLP.
23.2*	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1).
24.1*	Power of Attorney (included in signature page of this Registration Statement on Form S-8).
107*	Filing Fee Table.
____________________________
*Filed herewith.

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 Radnor, Commonwealth of Pennsylvania, on July 25, 2023.

TRIUMPH GROUP, INC.

By /s/ Daniel J. Crowley

Daniel J. Crowley

President and Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below in so signing also makes, constitutes and appoints Daniel J. Crowley, his or her true and lawful attorney-in-fact, with full power of substitution, for him or her 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 attorneys-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
	Chairman, President, Chief Executive Officer and Director	July 25, 2023
/s/ Daniel J. Crowley	(Principal Executive Officer)
Daniel J. Crowley
	Senior Vice President and Chief Financial Officer	July 25, 2023
/s/ James F. McCabe, Jr.	(Principal Financial Officer)
James F. McCabe, Jr.
	Vice President, Controller	July 25, 2023
/s/ Kai W. Kasiguran	(Principal Accounting Officer)
Kai W. Kasiguran
/s/ Neal J. Keating	Lead Independent Director	July 25, 2023
Neal J. Keating
/s/ Patrick E. Allen	Director	July 25, 2023
Patrick E. Allen
/s/ Paul Bourgon	Director	July 25, 2023
Paul Bourgon
/s/ Cynthia M. Egnotovich	Director	July 25, 2023
Cynthia M. Egnotovich
/s/ Daniel P. Garton	Director	July 25, 2023
Daniel P. Garton
/s/ Barbara Humpton	Director	July 25, 2023
Barbara Humpton
/s/ Courtney R. Mather	Director	July 25, 2023
Courtney R. Mather
/s/ Colleen C. Repplier	Director	July 25, 2023
Colleen C. Repplier

EX-5.1

Exhibit 5.1

Skadden, Arps, Slate, Meagher & Flom llp

ONE MANHATTAN WEST

NEW YORK, NY 10001

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

FIRM/AFFILIATE OFFICES

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BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

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BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

July 25, 2023

Triumph Group, Inc.
555 E Lancaster Avenue, Suite 400

Radnor, Pennsylvania 19087

Re: Triumph Group, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special United States counsel to Triumph Group, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form

S-8 (together with the exhibits thereto, the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”), relating to the registration of an aggregate of 2,300,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), available for future issuance under the (i) Triumph Group, Inc. Amended and Restated 2018 Equity Incentive Plan (as amended, the “2018 Plan”) and (ii) the Triumph Group, Inc. 2016 Directors’ Equity Compensation Plan (as amended, the “Directors’ Plan” and together with the 2018 Plan, the “Plans”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”).

Triumph Group, Inc.

July 25, 2023

In rendering the opinion stated herein, we have examined the following:

(a) the Registration Statement in the form to be filed with the Commission on the date hereof;

(b) the Plans;

(c) an executed copy of a certificate of Jennifer H. Allen, Chief Administrative Officer, and Senior Vice President, General Counsel & Secretary, dated the date hereof (the “Secretary’s Certificate”);

(d) a copy of the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), as currently in effect, certified by the Secretary of State of the State of Delaware as of July 24, 2023, and certified pursuant to the Secretary’s Certificate;

(e) copies of the Company’s Amended and Restated By-Laws (the “Amended and Restated By-Laws”), as amended and in effect as of the date hereof, and certified pursuant to the Secretary’s Certificate; and

(f) copies of certain resolutions of the Board of Directors of the Company relating to the approval of the Plans and certain related matters and certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Secretary’s Certificate.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.

Triumph Group, Inc.

July 25, 2023

In rendering the opinion set forth below, we have also assumed that (i) the Shares will be issued in book-entry form and an appropriate account statement evidencing the Shares credited to a recipient’s account maintained with the Company’s transfer agent and registrar will be issued by the Company’s transfer agent and registrar, (ii) each award agreement under which options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards and certain other awards are granted pursuant to the Plans will be consistent with the Plans and will be duly authorized, executed and delivered by the parties thereto, and (iii) the issuance of the Shares does not violate or conflict with any agreement or instrument binding on the Company (except that we do not and will not make this assumption with respect to the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws).

We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when the Shares are issued to the Plans’ participants in accordance with the terms and conditions of the Plans and the applicable award agreement for consideration in an amount at least equal to the par value of such Shares, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated 2018 Equity Incentive Plan and the 2016 Directors’ Equity Compensation Plan of Triumph Group, Inc. of our reports dated May 23, 2023, with respect to the consolidated financial statements of Triumph Group, Inc., and the effectiveness of internal control over financial reporting of Triumph Group, Inc., included in its Annual Report (Form 10-K) for the year ended March 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

July 25, 2023

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

FORM S-8

(Form Type)

Triumph Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table I: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.001 per share (“Common Stock”) reserved for issuance under the 2018 Plan (as defined below)	457(a)	2,075,000	$11.82	$24,526,500.00	$110.20 per million dollars	$2,702.82
Equity	Common Stock reserved for issuance under the Directors’ Plan (as defined below)	457(a)	225,000	$11.82	$2,659,500.00	$110.20 per million dollars	$293.08
Total Offering Amounts			2,300,000		$27,186,000.00		$2,995.90
Total Fee Offsets
Net Fee Due							$2,995.90

(1) This Registration Statement covers, in addition to 2,300,000 shares of Common Stock of Triumph Group, Inc., a Delaware corporation (the “Company” or the “Registrant”), options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) or the Triumph Group, Inc. 2016 Directors’ Equity Compensation Plan (the “Directors’ Plan” and together with the 2018 Plan, the “Plans”) as a result of one or more adjustments under the Plans to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

(2) Pursuant to Rule 457(c) and 457(h) of the Securities Act the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of shares of Common Stock of the registrant as reported on the New York Stock Exchange on July 24, 2023.