TRIO-TECH INTERNATIONAL
355 Parkside Drive
San Fernando, California 91340
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 12, 1995
The Annual Meeting of Shareholders of Trio-Tech International (the
"Company") will be held at the Company's principal executive offices, located at
355 Parkside Drive, San Fernando, California, on Tuesday, December 12, 1995 at
10:00 A.M., local time, for the following purposes, as set forth in the attached
Statement:
1. To elect directors to hold office until the next annual meeting of
shareholders; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on October 27, 1995
are entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.
Shareholders are cordially invited to attend the Annual Meeting in person.
Whether you plan to attend the Annual Meeting or not, please complete, sign and
date the enclosed Proxy Card and return it without delay in the enclosed
postage-prepaid envelope. If you do attend the Annual Meeting, you may withdraw
your Proxy and vote personally on each matter brought before the meeting.
JOHN C. GUY
Secretary
October 27, 1995
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TRIO-TECH INTERNATIONAL
355 Parkside Drive
San Fernando, California 91340
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
December 12, 1995
This Proxy Statement is furnished in connection with the solicitation of
the enclosed Proxy on behalf of the Board of Directors of Trio-Tech
International, a California corporation ("Trio-Tech" or the "Company"), for use
at the annual meeting of shareholders of the Company (the "Annual Meeting") to
be held on Tuesday, December 12, 1995 and at any adjournments thereof, for the
purposes set forth in the accompanying notice. This Proxy Statement and the
enclosed Proxy are being mailed to shareholders on or about October 27, 1995.
The close of business on October 27, 1995 has been fixed as the record date
for shareholders entitled to notice of and to vote at the Annual Meeting. As of
that date, there were 1,192,702
---------
shares of the company's common stock (the "Common Stock") outstanding and
entitled to vote, the holders of which are entitled to one vote per share.
In the election of directors, a shareholder may cumulate his votes for one
or more candidates, but only if each such candidate's name has been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting, prior to the voting, of his intention to cumulate his votes. If any
one shareholder has given such notice, all shareholders may cumulate their votes
for the candidates in nomination. If the voting for directors is conducted by
cumulative voting, each share will be entitled to a number of votes equal to the
number of directors to be elected. These votes may be cast for a single
candidate or may be distributed among two or more candidates in such proportions
as the shareholder thinks fit. The seven candidates receiving the highest
number of affirmative votes will be elected. Discretionary authority to
cumulate votes is solicited hereby.
Shareholders are requested to date, sign and return the enclosed Proxy to
make certain their shares will be voted at the Annual Meeting. Any Proxy given
may be revoked by the shareholder at any time before it is voted by delivering
written notice of revocation to the Secretary of the Company, by filing with him
a Proxy bearing a later date, or by attending the Annual Meeting and voting in
person. All Proxies properly executed and returned will be voted in accordance
with the instructions specified thereon. If no instructions are specified,
Proxies
<PAGE>
will be voted in favor of the election of the seven nominees for
directors named under "Election of Directors." Because abstentions with respect
to any matter other than the election of directors are treated as shares present
or represented and entitled to vote for purposes of determining
whether that matter has been approved by the shareholders, abstentions have the
same effect as negative votes. Broker non-votes and shares as to which proxy
authority has been withheld with respect to any matter are not deemed to be
present or represented for purposes of determining whether shareholder approval
of that mater has been obtained.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of October 27, 1995,
regarding the beneficial ownership of the Common Stock by (i) all persons known
by the Company to be the beneficial owners of more than 5% of its Common Stock,
(ii) each of the directors of the Company, and (iii) all officers and directors
of the Company as a group. The knowledge of the Company, unless otherwise
indicated, each of the shareholders has sole voting and investment power with
respect to shares beneficially owned, subject to applicable community property
and similar statutes.
Shares Owned
Beneficially as of
Name October 27, 1995 (1) Percent of Class (1)
- ------- -------------------- --------------------
Yong Siew Wai 194,116 (2) 16.3%
John C. Guy 148,591 (3) 12.5%
Frank S. Gavin 114,009 9.6%
Richard M. Horowitz 136,001 (4) 11.4%
A. Charles Wilson 131,489 (5) 11.0%
Ernest M. Wilson 63,489 (6) 5.3%
Victor Ting Hock Ming 64,823 (7) 5.4%
William L. Slover 7,188 (8) 0.6%
All Directors and
Officers as a group
(7 persons) 796,216 66.8%
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(1) The percentages shown for each individual and for all officers and
directors as a group are based upon 1,192,702 outstanding, and assume the
exercise of options exercisable within 60 days, held by that individual or
by all officers and directors, as the case may be.
(2) Includes options to purchase 66,250 shares from the Company at an exercise
price of $2.28 per share. 127,866 shares are owned outright.
(3) 28,050 shares are held in trust of which Mr. Guy is a trustee. Mr. Guy
disclaims beneficial ownership of these 28,050 shares. 120,541 shares are
held outright in a trust for which Mr. Guy serves as a trustee.
(4) Consists of 136,001 shares held outright in the Horowitz Family Trust for
which Mr. Horowitz serves as a trustee.
(5) Includes options to purchase 12,500 shares from the Company at an exercise
price of $2.28 per share and includes options to purchase 18,750 shares
from the Company at an exercise price of $2.40 per share. 100,239 shares
held outright are held in a trust for which A. Charles Wilson serves as
trustee. Ernest Wilson and A. Charles Wilson are brothers.
(6) All of these shares are held in a trust for which Ernest M. Wilson serves
as trustee. Ernest Wilson and A. Charles Wilson are brothers.
(7) Includes options to purchase 18,000 shares from the Company at an exercise
price of $2.28 per share and includes options to purchase 4,688 shares from
the Company at an exercise price of $2.40 per share and includes options to
purchase 2,000 shares from the Company at an exercise price of $3.25 per
share. 40,135 shares are owned outright.
(8) Includes options to purchase 2,500 shares from the Company at an exercise
price of $2.28 per share and includes options to purchase 4,688 shares from
the Company at an exercise price of $2.40 per share.
The Company does not know of any arrangements that may at a subsequent date
result in a change of control of the Company.
<PAGE>
ELECTION OF DIRECTORS
The Board has nominated the persons listed below for election to the Board
at the Annual Meeting, to hold office until the next annual meeting and until
their respective successors are elected and qualified. It is intended that the
Proxies received, unless otherwise specified, will be voted for the seven
nominees named below, all of whom are incumbent directors of the Company. It is
not contemplated that any of the nominees will be unable or unwilling to serve
as a director but, if that should occur, the persons designated as Proxy holders
will vote in accordance with their best judgment. In no event will Proxies be
voted for a greater number of persons than the number of nominees named in this
Proxy Statement.
Set forth below are the names of each of the seven nominees for election as
a director, his principal occupation, age, the year he became a director of the
Company, and additional biographical date.
A. Charles Wilson
- -----------------
Mr. Wilson, age 71, has served as a Director of Trio-Tech since 1966, and
as President and Chief Executive Officer of the Company from 1981 to February
1989. In February 1989, he resigned as President and was elected Chairman of
the Board. Mr. Wilson is also Chairman of the Board of Ernest Paper Products,
Inc. as well as an attorney admitted to practice law in California.
John C. Guy
- -----------
Mr. Guy, age 69, is one of the founders of the Company and served as the
Chairman of the Board and as an officer from the Company's formation in 1958
until February 1989. Since February 1989, he currently serves as Secretary.
Yong Siew Wai
- -------------
Mr. Yong, age 42, has been associated with Trio-Tech International Pte.
Ltd. in Singapore since 1976 and has been its Managing Director since August
1980. Mr. Yong was the Production Manager from 1978 - 1979 and the Operations
Manager from 1979 - 1980. In September 1990 he was elected as President of
Trio-Tech International and in December 1990 he was named Chief Executive
Officer. Mr. Yong holds a Bachelor of Science Degree in Business
Administration, Graduate Diploma in Marketing Management and a Diploma in
Industrial Management.
<PAGE>
Frank S. Gavin
- --------------
Mr. Gavin, age 42, is a Sales and Marketing Manager for Group T in Phoenix,
Arizona. He served as Vice-President, Sales and Marketing at Trio-Tech
International until l992. Prior thereto Mr. Gavin served as the President of
Express Test Corporation, which he founded in Sunnyvale, California in l984, and
President of Best Reps, Inc., a manufacturers' representative sales group, which
he founded in l982. He was a sales representative for Westek in Pasadena,
California from l980 to l98l and Silvatec in Campbell, California from l976 to
l980.
Richard M. Horowitz
- -------------------
Mr. Horowitz, age 53, has been President of Management Brokers Insurance
Agency from 1974 to the present. He also serves as Chairman of Leviathan
Corporation, a computer sales, consulting and software company, and is Chairman
of Dial 800, Inc., a national telecommunication company.
William L. Slover
- -----------------
Mr. Slover, age 73, was elected to the Board in August 1989. Mr. Slover is
a Partner of the Persona Consulting Group, a management consulting firm. From
1978 to 1983, Mr. Slover served as President and Chief Executive Officer of
Delphi Communications Corporation, a developer of voice and test mail systems
and automated telephone answering services. Prior thereto, he served as Group
Executive and Vice-President of General Instrument Corporation from 1974 to 1978
and as Vice-President and General Manager of Ampex Corporation from 1972 - 1974.
Mr. Slover also served on the Board of Directors of several privately held
venture capital start-up companies.
F.D. (Chuck) Rogers
- -------------------
Mr. Rogers, age 52, is a Managing Director at H.J. Meyers & Co., Inc., an
investment bank that focuses on emerging market investments. He has
been with the firm since l988 specializing in merger/acquisitions and expansion
funding. From l984-l988 Mr. Rogers served as Vice-President, Corporate
Development of Geo International, a NYSE conglomerate involved in the petroleum
industry and non-destructional testing. Prior thereto, from l982-l984, he
served as Vice-President and General Manager of Baker International's Tubular
Products Division and from l975-l982, served in various general manager
positions with Masco Corporation's Grant Oil Tool Company and Hydril & Company.
Mr. Rogers also has served on the Board of Directors of several public and
private companies and is presently Chairman of the Advisory Board of USC's
School's Neurologic Institute. He was elected by the Directors to the Board on
October 21, 1995.
<PAGE>
Information Regarding the Board of Directors and Its Committees
- ---------------------------------------------------------------
The Board held five meetings in person during the fiscal year ended June
30, 1995. All of the directors attended the meetings in person of the Board and
its committees on which they served during the fiscal year. The Company does
not have a nominating committee, and the directors nominated for election at the
Annual Meeting were nominated by the entire Board.
The Board has a standing Compensation Committee, which currently consists
of S.W. Yong, Frank Gavin and A. Charles Wilson. The Compensation Committee
administers the Company's Stock Option Plan and determines salary and bonus
arrangements. The Compensation Committee met three times during the past
fiscal year.
The Board has a standing Audit Committee, which currently consists of
William Slover, John Guy and Richard Horowitz. The Audit Committee meets with
the independent public accountants to review planned audit procedures, and
reviews with the independent public accountants and management the results of
the audit, including any recommendations of the independent public accountants
for improvements in accounting procedures and internal controls The Audit
Committee held five meetings during the year ended June 30, 1995.
Executive Officers
- ------------------
Victor Ting, age 41, first joined Trio-Tech as the Financial Controller for
the Singapore subsidiary in l980. He was promoted to the level of Business
Manager from l985-l989. In December l989 he became the Director of Finance and
Sales & Marketing and later, the General Manager of the Singapore subsidiary.
Mr. Ting was appointed Vice-President and Chief Financial Officer of Trio-Tech
International in November l992. Mr. Ting holds a Bachelor of Accountancy Degree
and Masters Degree in Business Administration.
<PAGE>
Other Key Employees
- -------------------
Simon Costello, age 40, served as Managing Director of VIP Microelectronics
from l987 to l989 and held a variety of positions with that Company in sales and
engineering from l984 to l987. Mr. Costello joined Trio-Tech International in
May l989 as Managing Director of Trio-Tech Ireland and the European Electronic
Test Center. He was appointed the General Manager for U.S.A. and Europe
operations in January l993. Mr. Costello has a Bachelor's Degree in Electronic
Engineering from Dublin City University.
Richard Lim, age 36, joined Trio-Tech in l982 and became the Quality
Assurance Manager in l985. He was promoted to the position of Operations
Manager in l988. In l990 he was promoted to Business Manager and was
responsible for the Malaysian Operations in Penang and Kuala Lumpur.
Mr. Lim became the General Manager of Malaysia in l99l and in February of l993,
all Test facilities in the Far East came under his responsibility. He holds
Diplomas in Electronics & Communications and Industrial Management and a
Masters Degree in Business Administration.
Terry Fong, age 41, has been with Trio-Tech since l978 and served as
Service Manager from l980. He was the Sales/Service Manager from l983-l986. In
l987 he played a key role in the set up of the Trading Operation in that he was
instrumental in the appointment of principals and selection of products. Mr.
Fong became the Area Sales/Service Manager in l990 responsible for Regional
sales. He was promoted to be Operations Manager (Trading) in l992 assuming
overall responsibility for the area and has recently became the General Manager
of Trading. Mr. Fong holds Diplomas in Manufacturing and Marketing and a
Masters Degree in Business Administration.
Lee-Soon Siew Kuan, age 37 joined Trio-Tech in l98l and became the
Administrative Manager in l985. In l988 she was promoted to
Personnel/Administration Manager and her responsibilities extended to include
the Penang Operation. She became the Logistics Manager in l990 and the
Purchasing/Store and Traffic as well as the Kuala Lumpur Operation was added to
her coverage. In l99l Mrs. Lee was promoted to Group Logistics Manager and
currently the Director of Logistics, responsible for the Human Resources,
Purchasing/Store and Traffic functions of all the Operations in the Far East.
She holds a Diploma in Personnel Management.
<PAGE>
COMPENSATION AND RELATED MATTERS
The following table sets forth the compensation of the Company for the
Chief Executive Officer and the Chief Financial Officer for the fiscal year
ended June 30, 1995. This table includes the two preceding years for the Chief
Executive Officer only, it does not apply to the Chief Financial Officer. No
other executive officer of the Company received more than $100,000 during the
fiscal year ended June 30, 1995.
Summary Compensation Table *
----------------------------
Name and Fiscal Annual Compensation Long Term Compensation
------------------- ----------------------
Principal Position Year Salary Awards
- ------------------ ---- ------ ------
Securities Underlying-
Options (No. of Shares)
S.W. Yong, President
and Chief 1995 $ 271,000 -0-
Executive Officer
1994 $ 184,000 -0-
1993 $ 132,000 18,750
Victor T.H. Ming,
Chief Financial
Officer 1995 $ 136,000 4,000
* S.W. Yong and Victor T.H. Ming are also credited with compulsory
contributions to the provident pension fund or other retirement schemes of 8%
of their total compensation in accordance with Singapore law.
Option Grants In Last Fiscal Year
---------------------------------
Options % of Total Options To Exercise Price expir.
Name Granted Employees in Fiscal Year ($ /sh) Date
- ---- ------- ------------------------ ------- -----
Victor
T.H. Ming 4,000 25% $3.25 12/6/99
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
- ------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised
Options at In-the-Money
FY-End(#) Options at
FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise(#) Value Realized ($) Unexercisable Unexercisable
- ---- -------------- ------------------ ------------- -------------
S.W.
Yong 8,250 $ 13,909 68,750/4,688 135,438/9,236
Victor
T.H.Ming 250 $ 24 32,000/8,313 58,410/13,092
Each director who is not an employee of the Company receives a director's fee of
$4,000 per year, plus $1,000 for each Board meeting attended.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche has served as independent public accountants to audit the
financial statements of the Company for the fiscal year ended June 30, 1995.
Independent public accountants for the fiscal year ending June 28, 1996 will be
selected by the Board. Representatives of Deloitte & Touche will be present at
the Annual Meeting and will have an opportunity to make statements and respond
to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals at the 1995 Annual Meeting
should submit their proposals in writing to the Secretary of the Company at the
address set forth on the first page of this Proxy Statement. Proposals must be
received no later than July 18, 1996 for inclusion in next year's Proxy
Statement and Proxy Card.
ANNUAL REPORT ON FORM 10-K
Upon the written request of any shareholder, the Company will provide,
without charge, a copy of the Company's Annual Report on Form 10-K filed with
the Commission for the year ended June 30, 1995. This request should be
directed to the Corporate Secretary, Trio-Tech International, 355 Parkside
Drive, San Fernando, California 91340.
GENERAL INFORMATION
The cost of soliciting the enclosed form of Proxy will be borne by the
Company. In addition, the Company will reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Directors, officers
and regular employees of the Company may, without additional compensation, also
solicit proxies either personally or by telephone, telegram or special letter.
At this time, the Board knows of no other business that will come before
the Annual Meeting. However, if any other matters properly come before the
Annual Meeting, the persons named as Proxy holders will vote on them in
accordance with their best judgment.
A financial summary to shareholders covering the fiscal year ending June
30, 1995 is being mailed with this Proxy Statement to shareholders of record for
this meeting.
By Order of the Board of Directors
JOHN C. GUY
<PAGE>
