Triumph Group, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-11: Form 8-K; Period of report 2019-12-11; Description 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 3.02.
- 2019-12-09: Form 8-K; Period of report 2019-12-06; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2019-11-07: Form 8-K; Period of report 2019-11-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2019-09-30: Form 8-K; Period of report 2019-09-30; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-11 | 8-K | 2019-12-11 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 On December 11, 2019, Triumph Group, Inc. (the “Company”) contributed 1,730,703 shares of common stock, par value $0.001 per share (the “Securities”), to Vought Aircraft Industries Inc., Master Defined Benefit Trust (the “Trust”), which is the funding vehicle for the Vought Aircraft Industries, Inc. Hourly Retirement Plan. 8.01 In connection with the contribution of Securities to the Trust, the Company has appointed Newport Trust Company to serve as investment manager and independent fiduciary to, among other things, manage the Securities while held as an asset of the Trust. | tm1924726-2_8k.htm |
| 2019-12-09 | 8-K | 2019-12-06 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03. | form8-k12062019xsecuri.htm |
| 2019-11-07 | 8-K | 2019-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2019, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2019, and conducted a conference call to further discuss the financial results. | a20199308-kq2earningsr.htm |
| 2019-09-30 | 8-K | 2019-09-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) Dawne Hickton informed the Company of her decision to resign from the Board of Directors of Triumph Group, Inc. (the "Company") and all committees of the Board of Directors effective September 30, 2019. | form8-k9302019xchangei.htm |
| 2019-09-24 | 8-K | 2019-09-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The foregoing terms and conditions of the Notes, the Indenture and the Eleventh Amendment described in Item 1.01 of this Current Report on Form 8-K are incorporated by reference in this Item 2.03. 8.01 On September 23, 2019, the Company directed U.S. Bank National Association, as trustee (the “Trustee”) under the indenture, dated March 31, 2016 (the “2021 Notes Indenture”), among the Company, the subsidiary guarantors signatory thereto and the Trustee, to issue a notice of redemption to redeem all of the $375.0 million outstanding aggregate principal amount of the Company’s 4.875% Senior Notes due 2021 (the “2021 Notes”), on October 24, 2019 (the “Redemption Date”), for a total payment of $385.3 million, consisting of (i) a redemption price of 100.00% of the aggregate principal amount of the 2021 Notes, plus (ii) accrued and unpaid interest on the 2021 Notes to, but not including, the Redemption Date, of $10.3 million. | form8-k9232019xbondclo.htm |
| 2019-09-10 | 8-K | 2019-09-09 | 7.01 Regulation FD Disclosure | 7.01 On September 9, 2019, Triumph Group, Inc. (the “Company”) issued a press release announcing the pricing of an offering of $525 million in aggregate principal amount of its 6.250% Senior Secured Notes due 2024 (the “Notes”). | form8-k992019xnotespri.htm |
| 2019-09-09 | 8-K | 2019-09-09 | 7.01 Regulation FD Disclosure | 7.01 On September 9, 2019, Triumph Group, Inc. issued a press release relating to a proposed offering of Senior Secured Notes. | form8-k09092019.htm |
| 2019-08-20 | 8-K | 2019-08-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On August 19, 2019, Colleen Repplier was elected to the Board of Directors of Triumph Group, Inc. (the “Company”) and was named to the Audit Committee and the Nominating and Corporate Governance Committee of the Board of Directors. | form8-k8192019xappoint.htm |
| 2019-08-05 | 8-K/A | 2019-03-13 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 As previously reported, on March 13, 2019, the Company entered into the Plan, and the Board of Directors of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.001 per share, of the Company, to stockholders of record at the close of business on March 25, 2019. 5.03 The information in Item 3.03 of this report is incorporated by reference in this Item 5.03. | form8kadated3132019.htm |
| 2019-08-01 | 8-K | 2019-07-31 | 2.02 Results of Operations and Financial Condition | 2.02 On July 31, 2019, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2019, and conducted a conference call to further discuss the financial results. | a20196308-kq1earningsrelea.htm |
| 2019-07-23 | 8-K | 2019-07-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Annual Meeting of the Company was held on July 18, 2019. | form8kdated71320181.htm |
| 2019-05-09 | 8-K/A | 2019-05-08 | 9.01 Financial Statements and Exhibits | 9.01 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | form8-kadated582019.htm |
| 2019-05-08 | 8-K | 2019-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 8, 2019, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal year ended March 31, 2019, and will conduct a conference call to further discuss the financial results. 7.01 On the conference call referenced in Item 2.02 above, certain information will be presented. | form8-kq4fy2019earningsrel.htm |
| 2019-04-26 | 8-K | 2019-04-24 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 Amended and Restated Bylaws. | a19-8933_18k.htm |
| 2019-04-09 | 8-K | 2019-04-05 | 8.01 Other Events | 8.01 Triumph Group, Inc. (the “Company”) was notified on April 5, 2019 of production rate adjustments planned by The Boeing Company (“Boeing”) over the next several months on the 737 MAX from 52 to 42 airplanes per month. | form8kdated482019.htm |
| 2019-04-05 | 8-K | 2019-04-04 | 8.01 Other Events | 8.01 On April 4, 2019, Triumph Group, Inc. (the “Company”) issued a press release announcing that the Company was exploring strategic alternatives for its Aerospace Structures unit. | form8kdated442019.htm |
| 2019-03-13 | 8-K | 2019-03-13 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 On March 13, 2019, Triumph Group, Inc. (the “Company”) entered into a Tax Benefits Preservation Plan (the “Plan”) with Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), and the Board of Directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Stock”), to stockholders of record at the close of business on March 25, 2019 (the “Record Date”). 5.03 In connection with the adoption of the Plan, the Board approved the Form of Certificate of Designations, Preferences and Rights of Series B Junior Participating Preferred Stock of the Company (the “Certificate of Designations”), which will be filed with the Secretary of State of the State of Delaware if the Shareholder Approval is obtained. 8.01 On March 13, 2019, the Company issued a press release announcing the adoption of the Plan and the declaration of the Rights dividend. | a19-6462_18k.htm |
| 2019-02-25 | 8-K | 2019-02-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously reported on a Form 8-K dated May 29, 2018, on such date the Board of Directors (the “Board”) of Triumph Group, Inc. (the “Company”), on the recommendation of the Compensation and Management Development Committee of the Board (the “Committee”), adopted the Triumph Group, Inc. Executive Change in Control and General Severance Plan for Executive and Management Employees (the “Prior Severance Plan”), in which the executive officers, including the named executive officers, of the Company participate. | form8kdated2252019.htm |
| 2019-02-22 | 8-K/A | 2019-01-04 | 9.01 Financial Statements and Exhibits | 9.01 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | form8-kadated2222019.htm |
| 2019-02-08 | 8-K | 2019-02-06 | 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 2.01 On February 6, 2019, Triumph Group, Inc. (the “Company”) consummated the transfer of its Global 7500 program (the “Transition”) to Learjet Inc. (“Learjet”), a subsidiary of Bombardier Inc. ("Bombardier") pursuant to the terms of a purchase agreement by and between Triumph Aerostructures, LLC ("Triumph Aerostructures"), as subsidiary of the Company and Learjet dated as of January 23, 2019. 8.01 On February 6, 2019, the Company issued a press release announcing the closing of the Transition. | form8-kunauditedproformafi.htm |
| 2019-02-07 | 8-K | 2019-02-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 7, 2019, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended December 31, 2018, and will conduct a conference call to further discuss the financial results. 7.01 On the conference call referenced in Item 2.02 above, certain information will be presented. | a201812318-kq3earningsrele.htm |
| 2019-01-25 | 8-K/A | 2019-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | form8-kadated1172019.htm | |
| 2019-01-07 | 8-K | 2019-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 31, 2018, the following named executive officers left Triumph Group, Inc. (the “Company”): John B. Wright II, formerly the Company’s Senior Vice President, General Counsel and Secretary, Thomas K. Holzthum, formerly the Company’s Executive Vice President, Integrated Systems, and Michael R. Abram , formerly the Company’s Executive Vice President, Product Support. | form8-k142019xdepartureofc.htm |