-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pu9qhXX4lx8+LHM8/O13oA7WFmGqz1+rbIaImzKwFbwkUDZ433wIKpCe7r5clCHd 3efKE7AkMsaUrFNxWGYNTw== 0001047469-10-000048.txt : 20100107 0001047469-10-000048.hdr.sgml : 20100107 20100107172834 ACCESSION NUMBER: 0001047469-10-000048 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100107 DATE AS OF CHANGE: 20100107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIUMPH GROUP INC CENTRAL INDEX KEY: 0001021162 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 510347963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300 FILM NUMBER: 10515561 BUSINESS ADDRESS: STREET 1: FOUR GLENHARDIE CORPORATE CENTER STREET 2: 1255 DRUMMERS LANE SUITE 200 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109750420 MAIL ADDRESS: STREET 1: FOUR GLENHARDIE CORPORATE CENTER STREET 2: 1255 DRUMMERS LANE SUITE 200 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: TRIUMPH GROUP INC / DATE OF NAME CHANGE: 19960819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBA Acquisition, LLC CENTRAL INDEX KEY: 0001477173 IRS NUMBER: 232974848 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-17 FILM NUMBER: 10515577 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Accessory Services - Grand Prairie, Inc. CENTRAL INDEX KEY: 0001477174 IRS NUMBER: 208227096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-29 FILM NUMBER: 10515581 BUSINESS ADDRESS: STREET 1: 1038 SANTERRE DRIVE CITY: GRAND PRAIRIE STATE: TX ZIP: 75050 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aerospace Systems Group, Inc. CENTRAL INDEX KEY: 0001477175 IRS NUMBER: 200701219 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-31 FILM NUMBER: 10515583 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Gear Systems, Inc. CENTRAL INDEX KEY: 0001477176 IRS NUMBER: 541840009 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-33 FILM NUMBER: 10515585 BUSINESS ADDRESS: STREET 1: 6125 SILVER CREEK DRIVE CITY: PARK CITY STATE: UT ZIP: 84098 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Composite Systems, Inc. CENTRAL INDEX KEY: 0001477177 IRS NUMBER: 550803321 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-35 FILM NUMBER: 10515587 BUSINESS ADDRESS: STREET 1: 1514 S. FLINT ROAD CITY: SPOKANE STATE: WA ZIP: 99224 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Actuation Systems - Valencia, Inc. CENTRAL INDEX KEY: 0001477178 IRS NUMBER: 233087691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-36 FILM NUMBER: 10515588 BUSINESS ADDRESS: STREET 1: 28150 W. HARRISON PARKWAY CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Engineering Services, Inc. CENTRAL INDEX KEY: 0001477179 IRS NUMBER: 233086299 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-37 FILM NUMBER: 10515589 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Turbine Services, Inc. CENTRAL INDEX KEY: 0001477180 IRS NUMBER: 233072034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-38 FILM NUMBER: 10515590 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Precision Castings Co. CENTRAL INDEX KEY: 0001477181 IRS NUMBER: 233047800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-39 FILM NUMBER: 10515591 BUSINESS ADDRESS: STREET 1: 6519 WEST ALLISON ROAD CITY: CHANDLER STATE: AZ ZIP: 85226 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Fabrications - San Diego, Inc. CENTRAL INDEX KEY: 0001477182 IRS NUMBER: 232996633 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-40 FILM NUMBER: 10515592 BUSINESS ADDRESS: STREET 1: 203 N. JOHNSON AVENUE CITY: EL CAJON STATE: CA ZIP: 92020 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nu-Tech Brands, Inc. CENTRAL INDEX KEY: 0001477183 IRS NUMBER: 232990482 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-41 FILM NUMBER: 10515593 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Group Operations, Inc. CENTRAL INDEX KEY: 0001477184 IRS NUMBER: 510347964 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-46 FILM NUMBER: 10515600 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Instruments, Inc. CENTRAL INDEX KEY: 0001477185 IRS NUMBER: 232884213 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-43 FILM NUMBER: 10515595 BUSINESS ADDRESS: STREET 1: 5352 NW 21 TERRACE CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Group Acquisition Holdings, Inc. CENTRAL INDEX KEY: 0001477186 IRS NUMBER: 233075463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-45 FILM NUMBER: 10515599 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Group Acquisition Corp. CENTRAL INDEX KEY: 0001477188 IRS NUMBER: 232974848 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-47 FILM NUMBER: 10515601 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kilroy Steel, Inc. CENTRAL INDEX KEY: 0001477305 IRS NUMBER: 521068201 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-28 FILM NUMBER: 10515580 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kilroy Structural Steel Co. CENTRAL INDEX KEY: 0001477306 IRS NUMBER: 521068203 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-27 FILM NUMBER: 10515579 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Metals Co CENTRAL INDEX KEY: 0001477307 IRS NUMBER: 552229250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-26 FILM NUMBER: 10515559 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Instruments - Burbank, Inc. CENTRAL INDEX KEY: 0001477308 IRS NUMBER: 208646590 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-24 FILM NUMBER: 10515557 BUSINESS ADDRESS: STREET 1: 2840 NORTH ONTARIO STREET CITY: BURBANK STATE: CA ZIP: 91504 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Investment Holdings, Inc. CENTRAL INDEX KEY: 0001477309 IRS NUMBER: 263094114 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-23 FILM NUMBER: 10515556 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aerospace Systems - Newport News, Inc. CENTRAL INDEX KEY: 0001477310 IRS NUMBER: 541486601 STATE OF INCORPORATION: VA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-21 FILM NUMBER: 10515554 BUSINESS ADDRESS: STREET 1: 703 MIDDLE GROUND BLVD. CITY: NEWPORT NEWS STATE: VA ZIP: 23606 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Actuation Systems - Connecticut, LLC CENTRAL INDEX KEY: 0001477311 IRS NUMBER: 232985939 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-19 FILM NUMBER: 10515552 BUSINESS ADDRESS: STREET 1: 1395 BLUE HILLS AVENUE CITY: BLOOMFIELD STATE: CT ZIP: 06002 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Actuation Systems, LLC CENTRAL INDEX KEY: 0001477312 IRS NUMBER: 510347968 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-18 FILM NUMBER: 10515578 BUSINESS ADDRESS: STREET 1: 4520 HAMPTON ROAD CITY: CLEMMONS STATE: NC ZIP: 27012 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Interiors, LLC CENTRAL INDEX KEY: 0001477313 IRS NUMBER: 204720061 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-15 FILM NUMBER: 10515575 BUSINESS ADDRESS: STREET 1: 1020 MCKEE ROAD CITY: OAKDALE STATE: PA ZIP: 15071 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Controls, LLC CENTRAL INDEX KEY: 0001477314 IRS NUMBER: 232831481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-13 FILM NUMBER: 10515573 BUSINESS ADDRESS: STREET 1: 205 CHURCH ROAD CITY: NORTH WALES STATE: PA ZIP: 19454 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Group Holdings - Mexico, LLC CENTRAL INDEX KEY: 0001477315 IRS NUMBER: 264831221 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-12 FILM NUMBER: 10515572 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Insulation Systems, LLC CENTRAL INDEX KEY: 0001477316 IRS NUMBER: 880351614 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-10 FILM NUMBER: 10515570 BUSINESS ADDRESS: STREET 1: 2865 SOUTH PULLMAN STREET CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mexmil China, LLC CENTRAL INDEX KEY: 0001477317 IRS NUMBER: 208195141 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-08 FILM NUMBER: 10515568 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Fabrications - Hot Springs, Inc. CENTRAL INDEX KEY: 0001477318 IRS NUMBER: 710402217 STATE OF INCORPORATION: AR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-06 FILM NUMBER: 10515566 BUSINESS ADDRESS: STREET 1: 1923 CENTRAL AVENUE CITY: HOT SPRINGS STATE: AR ZIP: 71901 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Gear Systems - Macomb, Inc. CENTRAL INDEX KEY: 0001477321 IRS NUMBER: 382180514 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-05 FILM NUMBER: 10515565 BUSINESS ADDRESS: STREET 1: 15375 23 MILE ROAD CITY: MACOMB STATE: MI ZIP: 48042 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Processing, Inc. CENTRAL INDEX KEY: 0001477385 IRS NUMBER: 952504410 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-50 FILM NUMBER: 10515604 BUSINESS ADDRESS: STREET 1: 2605 INDUSTRY WAY CITY: LYNWOOD STATE: CA ZIP: 90071-2899 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Brands, Inc. CENTRAL INDEX KEY: 0001477386 IRS NUMBER: 232974847 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-48 FILM NUMBER: 10515602 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Fabrications - Fort Worth, Inc. CENTRAL INDEX KEY: 0001477387 IRS NUMBER: 751716019 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-44 FILM NUMBER: 10515598 BUSINESS ADDRESS: STREET 1: 7445 EAST LANCASTER STREET CITY: FORT WORTH STATE: TX ZIP: 76112 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Engineered Solutions, Inc. CENTRAL INDEX KEY: 0001477388 IRS NUMBER: 133869941 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-42 FILM NUMBER: 10515594 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Structures - Los Angeles, Inc. CENTRAL INDEX KEY: 0001477389 IRS NUMBER: 952110814 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-49 FILM NUMBER: 10515603 BUSINESS ADDRESS: STREET 1: 17055 EAST GALE AVE. CITY: CITY OF INDUSTRY STATE: CA ZIP: 91745 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Thermal Systems, Inc. CENTRAL INDEX KEY: 0001477390 IRS NUMBER: 050567797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-34 FILM NUMBER: 10515586 BUSINESS ADDRESS: STREET 1: 200 RAILROAD STREET CITY: FOREST STATE: OH ZIP: 45843 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aftermarket Services Group, Inc. CENTRAL INDEX KEY: 0001477391 IRS NUMBER: 200701287 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-32 FILM NUMBER: 10515584 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Structures - Wichita, Inc. CENTRAL INDEX KEY: 0001477392 IRS NUMBER: 204449110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-30 FILM NUMBER: 10515582 BUSINESS ADDRESS: STREET 1: 3258 HOOVER ROAD CITY: WICHITA STATE: KS ZIP: 67215 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Precision, Inc. CENTRAL INDEX KEY: 0001477393 IRS NUMBER: 208646648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-25 FILM NUMBER: 10515558 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aviations Inc. CENTRAL INDEX KEY: 0001477394 IRS NUMBER: 233101288 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-22 FILM NUMBER: 10515555 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Group Investment - Mexico, LLC CENTRAL INDEX KEY: 0001477395 IRS NUMBER: 264831077 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-11 FILM NUMBER: 10515571 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Airframe Spares & Logistics, LLC CENTRAL INDEX KEY: 0001477396 IRS NUMBER: 261082512 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-09 FILM NUMBER: 10515569 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Airborne Structures, Inc. CENTRAL INDEX KEY: 0001477397 IRS NUMBER: 710781909 STATE OF INCORPORATION: AR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-07 FILM NUMBER: 10515567 BUSINESS ADDRESS: STREET 1: 115 CENTENNIAL DRIVE CITY: HOT SPRINGS STATE: AR ZIP: 71913 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aerospace Systems - Wichita, Inc. CENTRAL INDEX KEY: 0001477398 IRS NUMBER: 481072049 STATE OF INCORPORATION: KS FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-04 FILM NUMBER: 10515564 BUSINESS ADDRESS: STREET 1: 9323 EAST 34TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67226 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mexmil Holding Company, LLC CENTRAL INDEX KEY: 0001477407 IRS NUMBER: 330795911 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-20 FILM NUMBER: 10515553 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HT Parts, L.L.C. CENTRAL INDEX KEY: 0001477408 IRS NUMBER: 020593102 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-16 FILM NUMBER: 10515576 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Structures - Long Island, LLC CENTRAL INDEX KEY: 0001477409 IRS NUMBER: 261739922 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-14 FILM NUMBER: 10515574 BUSINESS ADDRESS: STREET 1: 717 MAIN STREET CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lamar Electro-Air Corp CENTRAL INDEX KEY: 0001477411 IRS NUMBER: 233074044 STATE OF INCORPORATION: KS FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-03 FILM NUMBER: 10515563 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Structures - Kansas City, Inc. CENTRAL INDEX KEY: 0001477412 IRS NUMBER: 430996699 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-02 FILM NUMBER: 10515562 BUSINESS ADDRESS: STREET 1: 40200 EAST 138TH STREET CITY: GRANDVIEW STATE: MO ZIP: 64030 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Structures - East Texas, Inc. CENTRAL INDEX KEY: 0001477413 IRS NUMBER: 264395932 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-163300-01 FILM NUMBER: 10515560 BUSINESS ADDRESS: STREET 1: 703 OLD GLADEWATER HWY CITY: KILGORE STATE: TX ZIP: 75662 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 S-4/A 1 a2195959zs-4a.htm S-4/A
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As filed with the Securities and Exchange Commission on January 7, 2010

Registration No. 333-163300

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



TRIUMPH GROUP, INC.
(as Issuer)

SEE TABLE OF ADDITIONAL REGISTRANTS
(as Guarantors)
(Exact name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  3720
(Primary Standard Industrial
Classification Code Number)
  51-0347963
(I.R.S. Employer
Identification No.)

1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

John B. Wright, II
Vice President, General Counsel and Secretary
Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

With copies to:

Gerald J. Guarcini
Ballard Spahr LLP
1735 Market Street
51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
Facsimile: (215) 864-8999

          Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   o

          The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


TABLE OF ADDITIONAL REGISTRANTS

        The following domestic subsidiaries of Triumph Group, Inc. are guarantors of the new notes and are co-registrants:

Exact Name of Registrant as Specified in its Charter
  State of
Incorporation
or Organization
  I.R.S. Employer
Identification
Number
 

Triumph Processing, Inc. 

  California     95-2504410  

Triumph Structures—Los Angeles, Inc. 

  California     95-2110814  

Triumph Brands, Inc. 

  Delaware     23-2974847  

Triumph Group Acquisition Corp. 

  Delaware     23-2974848  

The Triumph Group Operations, Inc. 

  Delaware     51-0347964  

Triumph Group Acquisition Holdings, Inc. 

  Delaware     23-3075463  

Triumph Fabrications—Fort Worth, Inc. 

  Delaware     75-1716019  

Triumph Instruments, Inc. 

  Delaware     23-2884213  

Triumph Engineered Solutions, Inc. 

  Delaware     13-3869941  

Nu-Tech Brands, Inc. 

  Delaware     23-2990482  

Triumph Fabrications—San Diego, Inc. 

  Delaware     23-2996633  

Triumph Precision Castings Co. 

  Delaware     23-3047800  

Triumph Turbine Services, Inc. 

  Delaware     23-3072034  

Triumph Engineering Services, Inc. 

  Delaware     23-3086299  

Triumph Actuation Systems—Valencia, Inc. 

  Delaware     23-3087691  

Triumph Composite Systems, Inc. 

  Delaware     55-0803321  

Triumph Thermal Systems, Inc. 

  Delaware     05-0567797  

Triumph Gear Systems, Inc. 

  Delaware     54-1840009  

Triumph Aftermarket Services Group, Inc. 

  Delaware     20-0701287  

Triumph Aerospace Systems Group, Inc. 

  Delaware     20-0701219  

Triumph Structures—Wichita, Inc. 

  Delaware     20-4449110  

Triumph Accessory Services—Grand Prairie, Inc. 

  Delaware     20-8227096  

Kilroy Steel, Inc. 

  Delaware     52-1068201  

Kilroy Structural Steel Co. 

  Delaware     52-1068203  

Triumph Metals Company

  Delaware     55-2229250  

Triumph Precision, Inc. 

  Delaware     20-8646648  

Triumph Instruments—Burbank, Inc. 

  Delaware     20-8646590  

Triumph Investment Holdings, Inc. 

  Nevada     26-3094114  

Triumph Aviations Inc. 

  Pennsylvania     23-3101288  

Triumph Aerospace Systems—Newport News, Inc. 

  Virginia     54-1486601  

The Mexmil Holding Company, LLC

  California     33-0795911  

Triumph Actuation Systems—Connecticut, LLC

  Delaware     23-2985939  

Triumph Actuation Systems, LLC

  Delaware     51-0347968  

CBA Acquisition, LLC

  Delaware     23-2974848 *

HT Parts, L.L.C. 

  Delaware     02-0593102  

Triumph Interiors, LLC

  Delaware     20-4720061  

Triumph Structures—Long Island, LLC

  Delaware     26-1739922  

Triumph Controls, LLC

  Delaware     23-2831481  

Triumph Group Holdings—Mexico, LLC

  Delaware     26-4831221  

Triumph Group Investment—Mexico, LLC

  Delaware     26-4831077  

Triumph Insulation Systems, LLC

  Nevada     88-0351614  

Airframe Spares and Logistics, LLC

  Nevada     26-1082512  

Mexmil China, LLC

  Nevada     20-8195141  

Triumph Airborne Structures, Inc. 

  Arkansas     71-0781909  

Triumph Fabrications—Hot Springs, Inc. 

  Arkansas     71-0402217  

Triumph Gear Systems—Macomb, Inc. 

  Michigan     38-2180514  

Triumph Aerospace Systems—Wichita, Inc. 

  Kansas     48-1072049  

Lamar Electro-Air Corporation

  Kansas     23-3074044  

Triumph Structures—Kansas City, Inc. 

  Missouri     43-0996699  

Triumph Structures—East Texas, Inc. 

  Texas     26-4395932  

*
Disregarded entity. The I.R.S. Employer Identification Number listed is that of its parent company.

c/o Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Each of the Co-Registrant's Principal Executive Offices)

John B. Wright, II
Vice President, General Counsel and Secretary
Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service for Each Co-Registrant)

With copies to:

Gerald J. Guarcini
Ballard Spahr LLP
1735 Market Street
51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
Facsimile: (215) 864-8999



EXPLANATORY NOTE

        This Amendment No. 1 to Form S-4 to Triumph Group, Inc.'s Registration Statement on Form S-4 (Registration No. 333-163300) is being filed solely for the purpose of filing a revised Exhibit 5.1 legal opinion. There are no other changes to such Registration Statement on Form S-4 originally filed with the U.S. Securities and Exchange Commission on November 24, 2009.



PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        We maintain insurance providing for indemnification of our officers and directors, managers and members of all of the Triumph Group, Inc. entities and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions.

Delaware Corporations

        Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees)), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Certificate of Incorporation and Bylaws

        The Company's certificate of incorporation provides that the Company's directors are not personally liable to the Company or the Company's stockholders for monetary damages for breach of fiduciary duty as a director, except for liability in connection with a breach of the director's duty of loyalty to the Company or the Company's 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, or any transaction from which the director derived an improper personal benefit. Further, under the provisions of the Company's bylaws, as amended, any person who is or was a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the Company's request as a director, officer, employee or agent of another company or other entity shall be indemnified by the Company against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the Company's best interests, and, with respect to any criminal

II-1



action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Notwithstanding the foregoing, no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which such action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court deems proper.

        The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the Company's best interests and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

        In addition, to the extent that such a person is successful on the merits or otherwise in defense of any action, suit, or proceeding brought against him or her by reason of the fact that he or she is the Company's director, officer, employee or agent, he or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith.

        The Company's bylaws, as amended, provide that expenses (including attorneys' fees) incurred by a director or officer in defending a civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company. Such expenses, including attorneys' fees, incurred by other employees and agents may be paid upon such terms and conditions as the Board of Directors deems appropriate.

        Any indemnification under the provisions summarized above (unless ordered by a court) shall be made by the Company only as authorized in each specific case upon a determination that indemnification of such person is proper under the circumstances because he or she has met the applicable standard of conduct set forth in the applicable provision. Such determination shall be made (1) by a majority vote of the Company's directors who are not parties to the action, suit or proceeding (even though less than a quorum), (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

        The Company maintains director and officer insurance with respect to those claims described above in customary amounts.

        The above discussion of the certificate of incorporation and by-laws of the Company and the DGCL is not intended to be exhaustive and is qualified in its entirety by such certificates of incorporation and the DGCL.

Item 21.    Exhibits and Financial Statement Schedules

    (a)
    Exhibits:

        Reference is made to the Index to Exhibits following the signature pages hereto, which Index to Exhibits is hereby incorporated into this item.

    (b)
    Financial Statement Schedules:

        None.

II-2



Item 22.    Undertakings

        (a)   Each 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 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

              (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.

            (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.

            (4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser.

      Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

            (5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

      The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be

II-3


      a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

                (i)  any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

               (ii)  any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

              (iii)  the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

              (iv)  any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

              Each 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.

              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 Securities 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 of the registrant 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 is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (b)   Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (c)   Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 January 7, 2010.

    TRIUMPH GROUP, INC.

 

 

By:

 

/s/ RICHARD C. ILL

Richard C. Ill
Chairman and Chief Executive Officer
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 7, 2010:

Name
 
Title

 

 

 
*

Richard C. Ill
  Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

*

M. David Kornblatt

 

Executive Vice President, Chief Financial Officer and
Treasurer
(Principal Financial Officer)

*

Kevin Kindig

 

Vice President and Controller
(Principal Accounting Officer)

*

Paul Bourgon

 

Director

*

Richard C. Gozon

 

Director

*

Claude F. Kronk

 

Director

 

 

 

II-5


*

George Simpson
  Director

*

Joseph M. Silvestri

 

Director

        The undersigned, by signing his name thereto, signs and executes this registration statement pursuant to Powers of Attorney executed by the above named directors and officers and filed with the U.S. Securities and Exchange Commission.

* By:   /s/ JOHN B. WRIGHT, II

John B. Wright, II
Attorney-in-Fact
       

II-6


SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 January 7, 2010.

 

TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

 

THE TRIUMPH GROUP OPERATIONS, INC.

 

KILROY STEEL, INC.

 

KILROY STRUCTURAL STEEL CO.

 

LAMAR ELECTRO-AIR CORPORATION

 

TRIUMPH ACCESSORY SERVICES—GRAND PRAIRIE, INC.

 

TRIUMPH ACTUATION SYSTEMS—VALENCIA, INC.

 

TRIUMPH AEROSPACE SYSTEMS GROUP, INC.

 

TRIUMPH AEROSPACE SYSTEMS—WICHITA, INC.

 

TRIUMPH AEROSPACE SYSTEMS—NEWPORT NEWS, INC.

 

TRIUMPH AFTERMARKET SERVICES GROUP, INC.

 

TRIUMPH AIRBORNE STRUCTURES, INC.

 

TRIUMPH AVIATIONS INC.

 

TRIUMPH COMPOSITE SYSTEMS, INC.

 

TRIUMPH ENGINEERING SERVICES, INC.

 

TRIUMPH ENGINEERED SOLUTIONS, INC.

 

TRIUMPH FABRICATIONS—FORT WORTH, INC.

 

TRIUMPH FABRICATIONS—HOT SPRINGS, INC.

 

TRIUMPH FABRICATIONS—SAN DIEGO, INC.

 

TRIUMPH GEAR SYSTEMS, INC.

 

TRIUMPH GEAR SYSTEMS—MACOMB, INC.

 

TRIUMPH INSTRUMENTS, INC.

 

TRIUMPH INSTRUMENTS—BURBANK, INC.

 

TRIUMPH METALS COMPANY

 

TRIUMPH PRECISION, INC.

 

TRIUMPH PRECISION CASTINGS CO.

 

TRIUMPH PROCESSING, INC.

 

TRIUMPH STRUCTURES—EAST TEXAS, INC.

II-7


 

TRIUMPH STRUCTURES—KANSAS CITY, INC.

 

TRIUMPH STRUCTURES—LOS ANGELES, INC.

 

TRIUMPH STRUCTURES—WICHITA, INC.

 

TRIUMPH THERMAL SYSTEMS, INC.

 

TRIUMPH TURBINE SERVICES, INC.

 

TRIUMPH INVESTMENT HOLDINGS, INC.

 

By:

 

/s/ M. DAVID KORNBLATT


M. David Kornblatt
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2010:

Name
 
Title

 

 

 

*

Richard C. Ill

 

Chairman and Director
(Principal Executive Officer)

*

M. David Kornblatt

 

Vice President and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)

        The undersigned, by signing his name thereto, signs and executes this registration statement pursuant to the Powers of Attorney executed by the above named director and officers and filed with the U.S. Securities and Exchange Commission.

* By:   /s/ JOHN B. WRIGHT, II

John B. Wright, II
Attorney-in-Fact
       

II-8


SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 January 7, 2010.

    CBA ACQUISITION, LLC
MEXMIL CHINA, LLC

 

 

By:

 

/s/ M. DAVID KORNBLATT

        M. David Kornblatt
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2010:

Name
 
Title

 

 

 

 

 
*

Richard C. Ill
  Chairman
(Principal Executive Officer)

*

M. David Kornblatt

 

Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

TRIUMPH GROUP ACQUISITION CORP.

 

 

By:

 

*

Richard C. Ill

 

Sole Member

        The undersigned, by signing his name thereto, signs and executes this registration statement pursuant to Powers of Attorney executed by the above named officers and sole member and filed with the U.S. Securities and Exchange Commission.

*By:   /s/ JOHN B. WRIGHT, II

John B. Wright, II
Attorney-in-Fact
       

II-9


SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 January 7, 2010.

    AIRFRAME SPARES AND LOGISTICS, LLC

 

 

By:

 

/s/ M. DAVID KORNBLATT

M. David Kornblatt
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities indicated on January 7, 2010:

Name
 
Title

 

 

 

 

 
*

Richard C. Ill
  Chairman
(Principal Executive Officer)

*

M. David Kornblatt

 

Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

THE TRIUMPH GROUP OPERATIONS, INC.

 

 

By:

 

*

Richard C. Ill

 

Sole Member

        The undersigned, by signing his name thereto, signs and executes this registration statement pursuant to Powers of Attorney executed by the above named officers and sole member and filed with the U.S. Securities and Exchange Commission.

*By:   /s/ JOHN B. WRIGHT, II

John B. Wright, II
Attorney-in-Fact
       

II-10


SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 January 7, 2010.

    TRIUMPH INSULATION SYSTEMS, LLC

 

 

By:

 

/s/ M. DAVID KORNBLATT

M. David Kornblatt
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities indicated on January 7, 2010:

Name
 
Title

 

 

 

 

 

*

Richard C. Ill

 

Chairman
(Principal Executive Officer)

*

M. David Kornblatt

 

Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

TRIUMPH PRECISION, INC.

 

 

By:

 

*

Richard C. Ill

 

Sole Member

        The undersigned, by signing his name thereto, signs and executes this registration statement pursuant to Powers of Attorney executed by the above named officers and sole member and filed with the U.S. Securities and Exchange Commission.

*By:   /s/ JOHN B. WRIGHT, II

John B. Wright, II
Attorney-in-Fact
       

II-11


SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 January 7, 2010.

    THE MEXMIL HOLDING CO., LLC

 

 

By:

 

/s/ M. DAVID KORNBLATT

M. David Kornblatt
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities indicated on January 7, 2010:

Name
 
Title

 

 

 

 

 

*

Richard C. Ill

 

Chairman
(Principal Executive Officer)

*

M. David Kornblatt

 

Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

TRIUMPH INSULATION SYSTEMS, LLC

 

 

By:

 

*

Richard C. Ill

 

Sole Member

        The undersigned, by signing his name thereto, signs and executes this registration statement pursuant to Powers of Attorney executed by the above named officers and sole member and filed with the U.S. Securities and Exchange Commission.

*By:   /s/ JOHN B. WRIGHT, II

John B. Wright, II
Attorney-in-Fact
       

II-12


SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 January 7, 2010.

 

HT PARTS L.L.C.

 

TRIUMPH ACTUATION SYSTEMS, LLC

 

TRIUMPH ACTUATION SYSTEMS—CONNECTICUT, LLC

 

TRIUMPH CONTROLS, LLC

 

TRIUMPH INTERIORS, LLC

 

TRIUMPH STRUCTURES—LONG ISLAND, LLC

 

TRIUMPH GROUP HOLDINGS—MEXICO, LLC

 

TRIUMPH GROUP INVESTMENT—MEXICO, LLC

 

By:

 

/s/ M. DAVID KORNBLATT


M. David Kornblatt
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2010:

Name
 
Title

 

 

 
*

Richard C. Ill
  Chairman and Director
(Principal Executive Officer)

*

M. David Kornblatt

 

Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

        The undersigned, by signing his name thereto, signs and executes this registration statement pursuant to Powers of Attorney executed by the above named officers and sole member of the Board of Managers and filed with the U.S. Securities and Exchange Commission.

*By:   /s/ JOHN B. WRIGHT, II

John B. Wright, II
Attorney-in-Fact
       

II-13


SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 January 7, 2010.

 

NU-TECH BRANDS, INC.

 

TRIUMPH BRANDS, INC.

 

TRIUMPH GROUP ACQUISITION CORP.

 

By:

 

/s/ M. DAVID KORNBLATT


M. David Kornblatt
President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2010:

Name
 
Title

 

 

 
*

Richard C. Ill
  Chairman and Director
(Principal Executive Officer)

*

M. David Kornblatt

 

President, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)

*

Arthur Jones

 

Director

        The undersigned, by signing his name thereto, signs and executes this registration statement pursuant to Powers of Attorney executed by the above named officers and directors and filed with the U.S. Securities and Exchange Commission.

*By:   /s/ JOHN B. WRIGHT, II

John B. Wright, II
Attorney-in-Fact
       

II-14



EXHIBIT INDEX

Exhibit
No.
  Description of Exhibit
  3.1   Amended and Restated Certificate of Incorporation of Triumph Group, Inc. (Incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K filed on May 22, 2009).

 

3.2

 

Bylaws of Triumph Group, Inc. (Incorporated by reference to the Company's Registration Statement on Form S-1 (Registration No. 333-10777) declared effective on October 24, 1996).

 

4.1

 

Indenture, dated as of November 16, 2009, between Triumph Group, Inc. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on November 19, 2009).

 

4.3

 

Registration Rights Agreement, dated November 16, 2009, between Triumph Group, Inc. and the parties named therein (Incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed on November 19, 2009).

 

5.1

*

Opinion of Ballard Spahr LLP.

 

8.1

**

Opinion of Ballard Spahr LLP.

 

12.1

**

Statements re Computation of Ratios of Earnings to Fixed Charges.

 

21.1

**

Subsidiaries of Triumph Group, Inc.

 

23.1

**

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

 

23.2

*

Consent of Ballard Spahr LLP (included in Exhibit 5.1).

 

24.1

**

Powers of Attorney for the Directors and Officers of Triumph Group, Inc.

 

24.2

**

Powers of Attorney for the Directors and Officers of the Guarantors.

 

25.1

**

Statement of Eligibility of Trustee on Form T-1.

 

99.1

**

Form of Letter of Transmittal.

 

99.2

**

Form of Notice of Guaranteed Delivery.

*
Filed herewith.

**
Previously filed.



QuickLinks

EXPLANATORY NOTE
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX
EX-5.1 2 a2195959zex-5_1.htm EXHIBIT 5.1

Exhibit 5.1

 

 

1735 Market Street, 51st Floor

Philadelphia, PA 19103-7599

TEL 215.665.8500

FAX 215.864.8999

www.ballardspahr.com

 

January 7, 2010

 

Triumph Group, Inc.

  and the Guarantors listed on Annex A

1550 Liberty Ridge Drive

Suite 100

Wayne, PA  19087

 

Re:          Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

We have acted as counsel to Triumph Group, Inc., a Delaware corporation (the “Issuer”), and the guarantors listed on Annex A hereto (the “Guarantors” and, together with the Issuer, the “Registrants”) in connection with the filing of the above-referenced Registration Statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), (a) $175,000,000 aggregate principal amount of the Issuer’s 8% Senior Subordinated Notes due 2017 (the “New Notes”) and (b) the related guarantees of the New Notes by the Guarantors (the “Guarantees” and, together with the New Notes, the “Securities”) to be issued under an Indenture dated November 16, 2009 (the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”).  Following the effectiveness of the Registration Statement, the Registrants intend to issue the Securities to the holders of $175,000,000 aggregate principal amount of the Issuer’s 8% Senior Subordinated Notes due 2017 (the “Old Notes”) in exchange for such Old Notes and the related guarantees of the Old Notes by the Guarantors (together with the Old Notes, the “Old Securities”).

 

We have examined (i) the Certificates of Formation, Certificates of Incorporation or other charter documents of each of the Registrants, (ii) the limited liability company agreements, bylaws or other organizational documents of each of the Registrants, (iii) records of proceedings of the Members or Board of Directors of each of the Registrants, or committees thereof, (iv) the Old Securities, (v) the proposed form of the Securities, (vi) the Form T-1 Statement of Eligibility of the Trustee filed as an exhibit to the Registration Statement, (vii) the Indenture, (viii) the Registration Rights Agreement, dated November 16, 2009, among the Issuer, the Guarantors and the Initial Purchasers listed on a schedule thereto, (ix) the Purchase Agreement, dated November 10, 2009, among the Issuer, the Guarantors and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the Initial Purchasers listed on a schedule thereto, and (x) the Registration Statement.  We also have made such further legal

 



 

and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

 

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Registrants and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth.

 

In rendering our opinion set forth below, we have assumed, without any independent verification, (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to the original documents of all documents submitted to us as conformed, facsimile, photostatic or electronic copies, (v) that the form of the Securities will conform to that included in the Indenture, (vi) the due authorization, execution and delivery of the Indenture by the Trustee under the laws of its jurisdiction of incorporation or organization, (vii) that all parties (other than the Registrants) to the documents examined by us have full power and authority under the laws of their respective jurisdictions of incorporation or organization to execute, deliver and perform their obligations under such documents and under the other documents required or permitted to be delivered and performed thereunder, and (viii) that the Indenture has been duly qualified under the Trust Indenture Act of 1939.

 

We express no opinion as to the law of any jurisdiction other than the federal law of the United States of America, the laws of the State of New York, the laws of the State of Arkansas under the Arkansas Business Corporation Act, the laws of the State of California under the California General Corporation Law, the laws of the State of California under the Beverly-Killea Limited Liability Company Act, the laws of the State of Delaware under the General Corporation Law of the State of Delaware, the laws of the State of Delaware under the Delaware Limited Liability Company Act, the laws of the State of Kansas under the Kansas General Corporations Code, the laws of the State of Michigan under the Michigan General Corporation Act, the laws of the State of Missouri under the General and Business Corporations Law of Missouri, the laws of the State of Nevada under the Nevada Revised Statutes, Chapter 78, Private Corporations, the laws of the State of Nevada under the Nevada Revised Statutes, Chapter 86, Limited-Liability Companies, the Business Corporation Law of the Commonwealth of Pennsylvania, and the laws of the Commonwealth of Virginia under Title 13.1 §601 et seq.

 

The only opinion rendered by us consists of those matters set forth in the seventh paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated.  This opinion has been prepared for use in connection with the Registration Statement.  We undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the effective date of the Registration Statement.

 

Based on and subject to the foregoing, it is our opinion that, upon the Registration Statement becoming effective under the Securities Act, the execution of the Securities by the Registrants, the due authentication of the New Notes by the Trustee in accordance with the Indenture and the issuance and delivery of the Securities in exchange for the Old Securities as contemplated by the Registration Statement, (1) the Notes will constitute valid and legally

 

2



 

binding obligations of the Issuer and (2) the Guarantees will constitute valid and legally binding obligations of the Guarantors, subject in each case to (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship, and similar laws, and limitations imposed under judicial decisions related to or affecting creditors’ rights and remedies generally, (ii) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law, and principles limiting the availability of the remedy of specific performance, and (iii) concepts of good faith, fair dealing and reasonableness.

 

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

Sincerely,

 

 

 

/s/ Ballard Spahr LLP

 

3



 

Annex A

 

Triumph Processing, Inc.

Triumph Structures — Los Angeles, Inc.

Triumph Brands, Inc.

Triumph Group Acquisition Corp.

The Triumph Group Operations, Inc.

Triumph Group Acquisition Holdings, Inc.

Triumph Fabrications — Fort Worth, Inc.

Triumph Instruments, Inc.

Triumph Engineered Solutions, Inc.

Nu-Tech Brands, Inc.

Triumph Fabrications — San Diego, Inc.

Triumph Precision Castings Co.

Triumph Turbine Services, Inc.

Triumph Engineering Services, Inc.

Triumph Actuation Systems — Valencia, Inc.

Triumph Composite Systems, Inc.

Triumph Thermal Systems, Inc.

Triumph Gear Systems, Inc.

Triumph Aftermarket Services Group, Inc.

Triumph Aerospace Systems Group, Inc.

Triumph Structures — Wichita, Inc.

Triumph Accessory Services — Grand Prairie, Inc.

Kilroy Steel, Inc.

Kilroy Structural Steel Co.

Triumph Metals Company

Triumph Precision, Inc.

Triumph Instruments — Burbank, Inc.

Triumph Investment Holdings, Inc.

Triumph Aviations Inc.

Triumph Aerospace Systems — Newport News, Inc.

The Mexmil Holding Company, LLC

Triumph Actuation Systems — Connecticut, LLC

Triumph Actuation Systems, LLC

CBA Acquisition, LLC

HT Parts, L.L.C.

Triumph Interiors, LLC

Triumph Structures — Long Island, LLC

Triumph Controls, LLC

Triumph Group Holdings — Mexico, LLC

Triumph Group Investment — Mexico, LLC

Triumph Insulation Systems, LLC

Airframe Spares and Logistics, LLC

Mexmil China, LLC

Triumph Airborne Structures, Inc.

Triumph Fabrications — Hot Springs, Inc.

 

A-1



 

Triumph Gear Systems — Macomb, Inc.

Triumph Aerospace Systems — Wichita, Inc.

Lamar Electro-Air Corporation

Triumph Structures — Kansas City, Inc.

Triumph Structures — East Texas, Inc.

 

A-2



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