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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

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

        None.

II-2



Item 22.    Undertakings

        (a)   Each undersigned registrant hereby undertakes:

II-3


        (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.



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EXPLANATORY NOTE
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX