As filed with the Securities and Exchange Commission on December 3, 1997
Securities Act File No. 333-_____ Commission File No. 0-13914
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TRIO-TECH INTERNATIONAL
(Exact name of registrant as specified in its charter)
California 95-2086631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 Parkside Drive
San Fernando, California 91340
(818) 365-9200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
A. Charles Wilson, Chairman
Trio-Tech International
355 Parkside Drive
San Fernando, California 91340
(818) 365-9200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
William J. Feis, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
Approximate date of commencement of proposed sale to public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box _X_
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class of Amount To Be Maximum Maximum Amount of
Securities To Be Registered Offering Price Aggregate Registration
Registered Per Share(1) Offering Fee
Price(1)
Common Stock (no par 699,200 shares $6.50 $4,544,800 $1,378
value)....
(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee, based on the average of the high and low sale prices per
share of Common Stock, as reported on the Nasdaq SmallCap Market, on December
2, 1997.
____________________
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the Se-
curities Act of 1933 or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may deter-
mine.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 3, 1997
PROSPECTUS
TRIO-TECH INTERNATIONAL
699,200 SHARES OF COMMON STOCK
This Prospectus relates to the offer by the securityholders named herein
(the "Selling Securityholders") for sale from time to time of up to 699,200
currently outstanding shares (the "Shares") of common stock (the "Common Stock")
of Trio-Tech International, a California corporation (the "Company"). To the
extent required by applicable law or Securities and Exchange Commission
regulations, this Prospectus shall be delivered to purchasers upon resale of the
Shares by the Selling Securityholders. The Shares were issued to the Selling
Securityholders in a private placement that was consummated on October 31 and
November 4, 1997. The Company will not receive any proceeds from the sale of
the Shares offered hereby. See "Use of Proceeds" and "Selling Securityholders."
The Common Stock is quoted on the Nasdaq SmallCap Market under the symbol
"TRTC." The closing price of the Common Stock as quoted on the Nasdaq SmallCap
Market on December 2, 1997 was $6.625 per share.
The Selling Securityholders have advised the Company that they may sell,
directly or through brokers, all or a portion of the securities offered hereby
in negotiated transactions or in one or more transactions in the market at the
price prevailing at the time of sale. In connection with such sales, the
Selling Securityholders and any participating broker may be deemed to be
"underwriters" of the Common Stock within the meaning of the Securities Act of
1933, as amended. It is anticipated that usual and customary brokerage fees
will be paid by the Selling Securityholders in all open market transactions.
The Company will pay all other expenses of this offering. See "Plan of
Distribution."
__________________________
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGES 4 THROUGH 7 OF THIS PROSPECTUS.
__________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 3, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy or information statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following regional
offices: Seven World Trade Center, New York, New York 10048, and Citicorp
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, the Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's Web site is http://www.sec.gov. The Common Stock of the
Company is quoted on the Nasdaq SmallCap Market. Reports, proxy statements and
other information concerning the Company may be inspected at the offices of the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
Additional information regarding the Company and the securities offered
hereby is contained in the Registration Statement of which this Prospectus is a
part, and the exhibits thereto, filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). For further information
pertaining to the Company and the securities offered hereby, reference is made
to the Registration Statement and the exhibits thereto, which may be inspected
without charge at, and copies thereof may be obtained at prescribed rates from,
the office of the Commission at Judiciary Plaza, 450 Fifth Street, Washington,
D.C. 20549. Statements contained herein concerning the provisions of any
document are not necessarily complete and in each instance reference is made to
the copy of the document filed as an exhibit or schedule to the Registration
Statement. Each such statement is qualified in its entirety by reference to the
copy of the applicable documents filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under the
Exchange Act are incorporated in this Prospectus by reference: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1997,
filed with the Commission on September 16, 1997; (b) the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 26, 1997, filed with
the Commission on November 10, 1997; (c) the Company's Current Report on Form 8-
K, dated October 7, 1997, filed with the Commission on October 10, 1997; (d) the
Company's Current Report on Form 8-K, dated November 19,, 1997, filed with the
Commission on December 3, 1997; (e) the Company's proxy statement furnished in
connection with its Annual Meeting of Shareholders on December 8, 1997, filed
with the Commission on October 27, 1997; (f) all other reports filed with the
Commission pursuant to Section 13 and 15(d) of the Exchange Act since December
3, 1997; and (g) the description of the Common Stock set forth in the Company's
Registration Statement under the Exchange Act, including any amendment or report
subsequently filed by the Company for the purpose of updating that description.
The file number of each of the foregoing documents is 0-13914.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part of
this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference (other than
exhibits to such documents that are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to Dale
C. Cheesman, Corporate Secretary, Trio-Tech International, 355 Parkside Drive,
San Fernando, California 91340. Telephone requests may be directed to Mr.
Cheesman at (818) 365-9200.
<PAGE>
~
_Safe_Harbor_Statement_under_the_Private_Securities_Litigation_Reform_Act_
of_1995_.
~
~
Except~for~the~historical~information~contained~herein,~the~matters~discus
sed~in~this~Prospectus~are~forward-
looking~statements~which~involve~risks~and~uncertainties,~including~but~not~limi
ted~to~economic,~competitive,~governmental,~technological,~international~and~oth
er~factors~affecting~the~Company's~revenues,~operations,~markets,~products,~serv
ices~and~prices,~and~other~factors~discussed~in~the~section~entitled~"Risk~Facto
rs"~on~pages~4~through~7~of~this~Prospectus.~
THE COMPANY
Trio-Tech International (the "Company"), directly and through its
subsidiaries, owns and operates testing facilities that analyze the reliability
of semiconductor devices; designs and manufactures equipment that tests the
structural integrity of integrated circuits and silicon wafers and other
electronic products; and is a value-added distributor in Southeast Asia and
Ireland of products of third-party manufacturers of semiconductor and related
electronic equipment. During the last two fiscal years, testing services
accounted for more than half of the Company's revenues and substantially all of
its operating profit. The Company has significant manufacturing, testing and
distribution activities in Southeast Asia. Approximately 81% of the Company's
revenues in the last two fiscal years were derived from its subsidiaries and
joint ventures based in Singapore, Malaysia and Thailand. See "Risk Factors--
International Operations and Currency Fluctuations. Trio-Tech
International (the \"Company\"), directly and through its subsidiaries, owns and
operates testing facilities that analyze the reliability of semiconductor
devices; designs and manufactures equipment that tests the structural integrity
of integrated circuits and silicon wafers and other electronic products; and is
a value-added distributor in Southeast Asia and Ireland of products of third-
party manufacturers of semiconductor and related electronic equipment. During
the last two fiscal years, testing services accounted for more than half of the
Company's revenues and substantially all of its operating profit. The Company
has significant manufacturing, testing and distribution activities in Southeast
Asia. Approximately 81% of the Company's revenues in the last two fiscal years
were derived from its subsidiaries and joint ventures based in Singapore,
Malaysia and Thailand. See \"Risk Factors--International Operations and
Currency Fluctuations.\""}
Semiconductors are fundamental components of electronic equipment and
systems. Integrated circuits consist of silicon "chips" of semiconductor
material that perform electronic functions, encapsulated in packaging material,
usually plastic or ceramic, having lead wires that connect to a printed circuit
board. Integrated circuits have become increasingly complex, with greater
capacity, versatility and smaller size. The protective packaging, whether
ceramic, plastic or some other material, is intended to hold the device in place
and to protect it against corrosion, oxidation, shock, handling, temperature and
other hazards that can cause the device to fail. The Company manufactures and
operates testing equipment for reliability analysis of both ceramic and plastic
encapsulated integrated devices. Because of the importance of testing as part
of the manufacturing process for high-reliability semiconductor devices,
management believes that the quality, accuracy and reputation of its product and
services, and to a lesser extent price, place the Company in an excellent
position to benefit from what it believes will be strong growth in the
semiconductor industry in Southeast Asia, Europe and North America.
The Company's testing laboratories in Singapore, Malaysia, Thailand and
Ireland provide testing services for semiconductor devices and other electronic
components to meet the requirements of military, aerospace, industrial and
commercial applications. The laboratories perform a variety of tests, including
stabilization bake, thermal shock, temperature cycling, mechanical shock,
constant acceleration, gross and fine leak tests, vibration testing, electrical
testing, and static and dynamic burn-in tests. The Company also provides tape
and reel, visual inspection and integrated circuit packaging and assembly
services as an additional service in its facilities.
The Company designs and manufactures equipment for the testing of
integrated circuits, including centrifuges, leak testers, rate of turn tables,
heat and humidity testing equipment, burn-in systems, and wafer level
temperature test systems. The recent acquisition of KTS Incorporated, doing
business as Universal Systems ("Universal") has added wafer cleaning equipment
used in the processing and production of semiconductor devices. See "Recent
Developments--Acquisition of Universal Systems."
In addition to planned expansion of the Company's operations within the
U.S., the Company's Far East operations, using the Company's non-repatriated
cash deposits, have budgeted expenditures of approximately $2,000,000 for fiscal
1998 to capitalize on what management believes are promising opportunities for
business expansion in that region.
The Company was incorporated under the laws of the State of California in
July 1958. The Company declared a 3-for-2 stock split in the form of a 50%
stock dividend on its Common Stock, payable to shareholders of record as of
September 30, 1997. All information in this Prospectus regarding shares and per
share amounts has been adjusted to reflect this stock split. The Company's
principal executive office is located at 355 Parkside Drive, San Fernando,
California 91340. Its telephone number is (818) 365-9200.
<PAGE>
RISK FACTORS
~
The~securities~offered~hereby~are~speculative~in~nature,~involve~a~high~deg
ree~of~risk,~and~should~not~be~purchased~by~any~investor~who~cannot~afford~the~l
oss~of~his~entire~investment.~~Prior~to~making~an~investment~decision~with~respe
ct~to~the~securities~offered~hereby,~prospective~investors~should~carefully~con-
sider,~along~with~the~other~matters~discussed~in~this~Prospectus,~the~following~
risk~factors:~
VARIABILITY OF OPERATING RESULTS
The Company's operating results are affected by a wide variety of factors
that could materially affect revenues and profitability or lead to significant
variability of quarterly or annual operating results. These factors include,
among others, factors relating to economic and market conditions in the
semiconductor industry; market acceptance of Company products and services;
changes in technologies in the semiconductor industry, which could affect demand
for the Company's products and services; changes in testing processes; the
impact of competition; the lack of long-term purchase or supply agreements with
customers and vendors; changes in military or commercial testing specifications
which could affect the market for the Company's products and services;
difficulties in profitably integrating acquired businesses, if any, into the
Company; the loss of key personnel or the shortage of available skilled
employees; international political or economic events; currency fluctuations;
and other technological, economic, financial and regulatory factors beyond the
Company's control. Unfavorable changes in these or other factors could
materially and adversely affect the Company's financial condition or results of
operations.
CYCLICALITY OF AND DEPENDENCE ON THE SEMICONDUCTOR INDUSTRY
The Company's sales of testing equipment and test laboratory testing volume
depend primarily upon the capital expenditures of semiconductor manufacturers,
assemblers and other testing companies worldwide, which in turn depend on the
current and anticipated market demand for integrated circuits and products
utilizing semiconductor devices. The global semiconductor industry generally,
and the semiconductor testing equipment industry in particular, are volatile,
cyclical and historically have experienced periodic downturns and slowdowns,
which have had a negative effect on the semiconductor industry's demand for
capital equipment and testing services, including the types offered by the
Company. These downturns and slowdowns have adversely affected the Company's
operating results in the past.
Downturns have been characterized by reduced testing volume, diminished
product demand, product overcapacity and downward pressure on the selling prices
for semiconductor products. No assurance can be given that any future downturn
in the semiconductor industry will not be severe or that the Company's financial
condition or results of operations will not be materially and adversely affected
by such downturns or other developments. In addition, a reduction in purchases
or use of testing services by one or more primary customers could materially
adversely affect the Company's financial results.
RAPID TECHNOLOGICAL CHANGE
The semiconductor industry is characterized by increasing diversity and
complexity of integrated circuits and semiconductor products. As a result, the
Company may need to offer more advanced testing technologies and processes in
the future in order to meet competitive industry conditions and customer
requirements. This could require significant capital expenditures in future
years. In addition, advances in technology typically lead to significant price
erosion for products tested with older testing technologies, and this could lead
to the Company's current products and services becoming less competitive. The
Company's ability to remain competitive will depend in part on its ability to
develop new products and to introduce these products at competitive prices and
on a timely and cost-effective basis. The Company's ability to develop new and
enhanced products will depend on a variety of factors, including identification
of changing customer needs, effective completion of product design and
production, good product performance in the field, and effective sales and
marketing. Because new product development must be planned well in advance of
sales, new product decisions must anticipate both future demand and the
technology that will be available to supply that demand. This process could
require the Company to incur additional engineering expenses and, as new
products are introduced, to experience warranty claims or product returns. If
the Company does not successfully introduce new products or enhanced versions of
its current products
<PAGE>
in a timely manner, the Company's competitive position in the industry could be
impaired and the Company's revenues adversely affected.
INTERNATIONAL OPERATIONS AND CURRENCY FLUCTUATIONS
Approximately 88% of the Company's net revenues for fiscal 1996 and 1997
were attributable to sales to and services for customers outside of the United
States. Approximately 84% of the Company's revenues were generated from its
businesses in Southeast Asia. The Company expects that its non-U.S. sales and
services will continue to generate the major part of its future revenues.
Testing services in Southeast Asia, which accounted for a majority of the
Company's revenues in the last two fiscal years, were performed primarily for
American companies, and to a lesser extent German companies, selling products
and doing business in that region. The Company's principal activities in
Southeast Asia are conducted in Singapore, Malaysia and Thailand. International
activities are subject to a variety of risks associated with foreign political,
economic and business events and social and cultural differences. Unfavorable
world or national developments could have a material adverse effect on the
Company's business, financial condition and results of operations.
A significant portion of the Company's revenues are denominated in
Singapore, Malaysian and other currencies. Consequently, a portion of the
Company's costs, revenues and operating margins may be affected by fluctuations
in exchange rates, primarily between the U.S. Dollar and such foreign
currencies. The Company is also affected by fluctuations in exchange rates to
the extent there is a mismatch between its foreign currency denominated assets
and liabilities. The Company reduces the risks associated with such fluctuations
by purchasing certain equipment and supplies in U.S. Dollars and seeking
payment, when possible, in U.S. Dollars for its goods and services.
Fluctuations in foreign currency relative to U.S. currency could have a material
adverse effect on the Company's financial results.
A recent currency devaluation in Thailand and weaknesses in currency
exchange rates in Southeast Asia relative to the U.S. dollar have negatively
affected the balance sheet valuations of assets which are denominated in foreign
currencies, resulting in a decrease in the Company's shareholders' equity as
shown on the balance sheet, of approximately $1,285,000, or 19.9%, from
$6,463,000 at June 27, 1997 to $5,178,000 at September 26, 1997.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
The Company holds U.S. patents relating to its pressurization humidity
testing equipment and its temperature test products and systems, but in general
does not rely on patent or trade secret protection for its products or
technology. In the absence of such protection, competitors may be able to copy
and replicate the Company's technology and designs. There can be no assurance
that competitors will not develop technologies similar to or more advanced than
the Company's, and no assurance can be given that the Company's current or
future products will not infringe on patents of others.
COMPETITION
The semiconductor equipment and testing industries are intensely
competitive. Significant competitive factors include price, technical
capabilities, quality, automation, reliability, product availability and
customer service. In each of the markets it serves, the Company faces
competition from established competitors and potential new entrants, many of
which have greater financial, engineering, manufacturing and marketing resources
than the Company. New products or testing facilities offered by competitors
could cause a decline in revenues or a loss of market acceptance of the
Company's existing products and services. Increased competitive pressure could
also lead to intensified price-based competition, resulting in lower prices
which could adversely affect the Company's operating results. There can be no
assurance that such competition will not adversely affect the Company's
financial condition or results of operations.
<PAGE>
CUSTOMER CONCENTRATION
The semiconductor manufacturing industry is highly concentrated, with a
relatively small number of large manufacturers and assemblers accounting for a
substantial portion of the Company's revenues from product sales and testing
revenues. Sales to particular customers may fluctuate significantly from
quarter to quarter and year to year. Sales of equipment and services to the
Company's two largest customers accounted for approximately 27%, 34% and 35% of
its total revenues in fiscal 1995, 1996 and 1997, respectively. The ability of
the Company to maintain close, satisfactory relationships with its customers is
essential to the stability and growth of its business. The loss of or reduction
or delay in orders from significant customers, or delays in collecting accounts
receivable from significant customers, could adversely affect the Company's
financial condition and results of operations.
LIMITED MARKET FOR CERTAIN PRODUCTS
To the extent that semiconductor manufacturers and assemblers purchase
testing equipment from the Company or its competitors, the likelihood that they
will make further purchases of such equipment, or that they will contract for
testing services by the Company's laboratories, may be affected. Over time, the
acquisition of testing equipment by such companies may reduce their need to have
testing performed by outside laboratories such as those operated by the Company,
even though military or other specifications require certain testing to be done
by independent laboratories. The Company has experienced a gradual increase in
the percentage of revenues derived from testing services, as compared to product
sales. The Company believes that there is a growing trend toward outsourcing of
the integrated circuit test process and, as a result, anticipates continued
growth in the test laboratory business. However, in an attempt to diversify the
Company's sales mix, the Company will seek to develop and introduce new or
advanced products, and to acquire other companies in the semiconductor equipment
manufacturing business, such as Universal Systems. See "Recent Developments--
Acquisition of Universal Systems." There can be no assurance that these
objectives of the Company will be achieved or that they will be profitable.
ACQUISITION AND INTEGRATION OF UNIVERSAL SYSTEMS
The Company completed its acquisition of Universal Systems in November
1997. See "Recent Developments--Acquisition of Universal Systems." Universal
was organized and commenced operations in July 1996. The future success and
profitability of Universal will depend on the success of Universal's continuing
product development, engineering and marketing activities. Universal must
compete with other manufacturers of products and systems for the cleaning,
rinsing and drying of semiconductor devices, and intends to work on developing
more fully automated products and systems. The Company believes that
Universal's potential value to the Company will require the development of a
demonstration prototype of a fully automated wafer cleaning work station and the
establishment of a Beta Site work station with a customer. There can be no
assurance that the business and products of Universal will generate satisfactory
sales and operating profits.
DEPENDENCE ON KEY SUPPLIERS
The Company has no written contracts with any of its key suppliers. Such
suppliers may terminate their relationships with the Company at any time without
notice. If any outside suppliers terminate their relationships with the
Company, there can be no assurance that the Company would find satisfactory
replacement suppliers or that they would not be more expensive than the current
suppliers.
DEPENDENCE ON KEY PERSONNEL
The Company's success will, to a large extent, depend on the continued
services of Yong Siew Wai, President and Chief Executive Officer; Victor H. M.
Ting, Senior Vice President and Chief Financial Officer; and the Company's other
key senior executives and engineering, marketing, sales, productions and other
personnel. The Company does not have employment agreements with Messrs. Yong or
Ting, but it is the beneficiary of key man life insurance in the amount of $6
million on Mr. Yong and $2 million on Mr. Ting. The Company also intends to
obtain key man life insurance in the amount of $3 million on Tony DiPiero, the
Chief Executive Officer of Universal. Any future inability to attract and
retain the executive management and other key personnel that the Company
requires could have a material adverse effect on the Company's business,
financial condition and results of operations.
<PAGE>
CONTROL BY PRINCIPAL SHAREHOLDERS, OFFICERS AND DIRECTORS
Currently the Company's officers and directors and their affiliates
beneficially own 34% of the Company's outstanding Common Stock, including
options held by them that are exercisable within 60 days of the date of this
Prospectus. As a result, such persons may have the ability to control and
direct the business and affairs of the Company. Such concentration of ownership
may also have the effect of delaying or preventing a change in control of the
Company.
NO DIVIDENDS ANTICIPATED
The Company has never paid any cash dividends on its Common Stock. The
Company anticipates that in the future, earnings, if any, will be retained for
use in the business or for other corporate purposes, and it is not anticipated
that cash dividends in respect of the Common Stock will be paid.
POSSIBLE DILUTIVE EFFECT OF OUTSTANDING OPTIONS AND WARRANTS
As of November 17, 1997, there were 1,845,203 shares of Common Stock
reserved for issuance upon exercise of stock options and warrants that have been
granted or issued. 993,103 of the outstanding options and all of the 402,100
warrants are currently exercisable at exercise prices ranging from $2.28 to $8.5
per share. An additional 450,000 shares of Common Stock are reserved for
issuance upon the exercise of options available for future grant under the
Company's 1989 Stock Option Plan, 1998 Employee Stock Option Plan and 1998 Non-
Employee Director Stock Option Plan. Because the Company anticipates that the
trading price of Common Stock at the time of exercise of any such options or
warrants will exceed the exercise price, such exercise will have a dilutive
effect on the Company's shareholders.
MARKET PRICE FLUCTUATIONS
The trading price of the Common Stock has from time to time fluctuated
widely and in the future may be subject to similar fluctuations in response to
quarter-to-quarter variations in the Company's operating results, announcements
of innovations or new products by the Company or its competitors, general
conditions in the semiconductor industry and other events or factors. In
addition, in recent years broad stock market indices, in general, and the
securities of technology companies, in particular, have experienced substantial
price fluctuations. Such broad market fluctuations may adversely affect the
future trading price of the Common Stock.
RECENT DEVELOPMENTS
ACQUISITION OF UNIVERSAL SYSTEMS
On November 19, 1997, the Company acquired KTS Incorporated, doing
business as Universal Systems. Universal designs, manufactures, sells and
services wafer cleaning work stations and related equipment used in the
production and assembly of semiconductor products. The work stations and
equipment perform cleaning, rinsing and drying functions required for processing
of silicon wafers and other micro-electronic substrates in the semiconductor
industry. Universal was organized and commenced operations in July 1996.
The acquisition was structured as a purchase of stock. The aggregate
purchase price consisted of $250,000 in cash, together with 37,500 shares of
Common Stock of the Company. Tony DiPiero, the founder, sole shareholder and
chief executive officer of Universal, has entered into a six-year employment
contract with the Company. The Company has also granted a stock option to Mr.
DiPiero to purchase 75,000 shares of Common Stock of the Company at a price of
$6.67 per share. The acquisition agreement obligates the Company to make
available to Universal $1,000,000 not later than January 18, 1998 for purposes
of expanding Universal's business; an additional $1,000,000 not later than March
31, 1998 to be used in accordance with an agreed capital spending plan; and an
additional $1,000,000 not later than March 31, 1999 provided Universal is
achieving certain business objectives. In each case, such funds may be derived
from cash reserves of the Company, borrowings, sales of stock or securities,
equipment financing or leasing, or other sources. If the Company fails to
provide the first $2,000,000
<PAGE>
of such funds when and as specified, Mr. DiPiero will have the right to rescind
his sale of Universal to the Company and to retain the $250,000 cash portion of
the purchase price.
Achievement of Universal's long-term objectives requires the development
of automated wafer cleaning technologies. This will require the manufacture of
an automated prototype and the establishment of a Beta Site work station with a
customer. There can be no assurance that Universal will achieve these
objectives or that it will generate a meaningful level of revenues and earnings.
STOCK SPLIT
The Company declared a 3-for-2 stock split in the form of a 50% stock
dividend on its Common Stock, payable to shareholders of record as of September
30, 1997. All information in this Prospectus regarding shares and per share
amounts has been adjusted to reflect this stock split.
1998 STOCK OPTION PLANS
At a meeting on September 30, 1997, the Board of Directors of the Company
adopted two 1998 stock option plans. Approval of both plans is subject to
obtaining approval by majority vote of the shareholders at the next annual
meeting of shareholders, scheduled for December 8, 1997. The 1998 Employee
Stock Option Plan provides for future grants of incentive stock options and
nonqualified stock options to purchase up to 300,000 shares of Common Stock at
not less than the market price of the Common Stock on the date of grant.
Options granted pursuant to this plan will be exercisable at any time until
September 2007.
The Non-Employee Director Stock Option Plan provides for the grant of
options to purchase an aggregate of 150,000 shares of Common Stock. Only
members of the Board of Directors who are not full-time officers or employees of
the Company or any subsidiary are eligible for options under this plan. The
exercise price of options granted under this plan must be not less than the
market price of the Common Stock on the date of grant. At the board meeting on
September 30, 1997, the Board also adopted a resolution that each non-employee
member of the Board of Directors will receive an annual grant of options to
purchase 5,000 shares of Common Stock. The date of grant of options under this
plan, subject to shareholder approval of the plan, for the current fiscal year
is September 30, 1997, at an exercise price (adjusted for the stock split) of
$8.67 per share; and the grant of future options for 5,000 shares to each non-
employee director will be made automatically on July 1 of each year, commencing
July 1, 1998.
The Company will not receive any of the proceeds from the sale by the
Selling Securityholders of any of the Shares offered hereby. The Company will
pay all of the costs of this offering.
SELLING SECURITYHOLDERS
The Shares offered hereby represent currently outstanding Common Stock of
the Company issued to the Selling Securityholders in October 31 and November 4,
1997 in connection with a private placement financing by the Company. In
connection with the issuance of the Shares, the Company entered into
subscription agreements that require the Company to register the Shares issued
to the Selling Securityholders. The Shares have been registered pursuant to
such registration rights provisions.
The terms of the issuance of the Shares were determined by arm's-length
negotiations between the Company and the Selling Securityholders. Neither the
Selling Securityholders nor any of their affiliates had or has any material
relationship with the Company or its officers, directors or affiliates except as
noted in the table below.
<PAGE>
The following table sets forth as of the date of this Prospectus the
number and percent of shares of Common Stock beneficially owned by the Selling
Securityholders, the number of shares of Common Stock offered hereby by the
Selling Securityholders, and the number and percent of shares of Common Stock to
be held by the Selling Securityholders after the conclusion of this offering.
_Before_Offering_ _ After_Offering_
Number of Number of
Shares Number of Shares
Selling Beneficially Shares Beneficially
_Securityholders_ _Owned(1) Percent(2)_Being_Offered_Owned(1)(3)Percent(2)
The Leonard & Joyce Wilstein 27,600 1.0% 18,400 9,200 *
Revocable
Trust of 1986
Ron J. Wilstein 11,040 * 7,360 3,680 *
1994 Gary & Kathryn Wilstein 11,040 * 7,360 3,680 *
1994 Revocable Trust UAD
9/28/94
Susan Wilstein 23,460 * 15,640 7,820 *
The Denise Wilstein Trust of 23,460 * 15,640 7,820 *
1985
The Century Trust Dated 24,840 * 16,560 8,280 *
12/19/94
David Wilstein 27,600 1.0 18,400 9,200 *
Andrew D. Gilmour, Inc. 11,040 * 7,360 3,680 *
Watson Investment Partners, L 22,080 * 14,720 7,360 *
TRTC Acquisition, LLC 16,836 * 11,224 5,612 *
Paulson Partners 8,280 * 5,520 2,760 *
Fong Kan Sin(6) 5,520 * 3,680 1,840 *
Chang Geok Lan 5,520 * 3,680 1,840 *
Soh Theng Tat 5,520 * 3,680 1,840 *
Low Leng Kwee 5,520 * 3,680 1,840 *
BHC Securities Inc. C/F SDIRA 5,520 * 3,680 1,840 *
SEP Richard C. Ross
Three Sticks Fund, LP 110,400 4.1 73,600 36,800 1.4
Richard Adelman 12,420 * 8,280 4,140 *
Delaware Charter Gty & Trust 11,040 * 7,360 3,680 *
FBO Richard Adelman
Tan Sim Seng 30,360 1.1 20,240 10,120 *
Robert L. Ciano 11,040 * 7,360 3,680 *
Soon Siew Kuan(7) 33,120 1.2 22,080 11,040 *
Lim Hwee Poh(8) 19,320 * 12,880 6,440 *
Simon Costello(4) 6,900 * 4,600 2,300 *
Lee A. Levine 41,400 1.5 27,600 13,800 *
John N. McVey 5,520 * 3,680 1,840 *
C and C Capital Partnership 6,900 * 4,600 2,300 *
Camille Claudel Corporation 5,520 * 3,680 1,840 *
Charles C. Myers 20,700 * 13,800 6,900 *
Gene Salkind 20,700 * 13,800 6,900 *
Linda Argenziano 6,900 * 4,600 2,300 *
Anthony Abramo 5,520 * 3,680 1,840 *
Leonard Brawer & Alan Brawer 6,900 * 4,600 2,300 *
JTWROS
Leonard Brawer & Sari Kaplan 6,900 * 4,600 2,300 *
JTWROS
Ventana Partners, L.P. 37,260 1.4 24,840 12,420 *
ParVest Partners, L.P. 37,260 1.4 24,840 12,420 *
Stephen S. Kutz 31,740 1.2 21,160 10,580 *
Arthur Rogovin & Sandra 6,072 * 4,048 2,024 *
Rogovin JTIC
Page Distributing Co. Inc. 11,040 * 7,360 3,680 *
<PAGE> 6,900 * 4,600 2,300 *
Felipe S. Cruz Revocable Trus
Nancy E. Levine 13,800 * 9,200 4,600 *
Frank S. Gavin(5) 98,576 3.7 16,560 82,016 3.1
George Plaut 6,900 * 4,600 2,300 *
Edward V. Wilkinson 5,520 * 3,680 1,840 *
Nations Bank of Texas, N.A., 46,920 1.8 31,280 15,640 *
custodian
for Aurora Foundation
Lai Keet Yee 11,040 * 7,360 3,680 *
Delaware Charter Gty & Trust 52,440 2.0 34,960 17,480 *
FBO
Jack Gilbert
Richard Cullen 9,660 * 6,440 3,220 *
Joan F. Bick 6,900 * 4,600 2,300 *
Sheila Ann Sidlett Gunther 5,520 * 3,680 1,840 *
Harold Mervin Holland and 5,520 * 3,680 1,840 *
Renee
Gindi Holland Trust UDT
4/27/88
Robert Ginberg 6,762 * 4,508 2,254 *
Leonard Levine 3,450 * 2,300 1,150 *
Fandetti Family Partnership, 6,900 * 4,600 2,300 *
Ltd.
Orrin Devinsky 13,800 * 9,200 4,600 *
Suraj Puri 11,040 * 7,360 3,680 *
Amy Cook Gavin 6,900 * 4,600 2,300 *
Samuel Louis Horowitz 13,800 * 9,200 4,600 *
Michael Aaron Horowitz 13,800 * 9,200 4,600 *
John S. Byers 5,520 * 3,680 1,840 *
Generation Capital Associates 26,220 * 17,480 8,740 *
Thomas W. Larson 13,800 * 9,200 4,600 *
Robert Kirk 11,040 * 7,360 3,680 *
______________
* less than 1.0
(1) Pursuant to the rules promulgated under the Exchange Act, a person is
deemed to be the beneficial owner of a security if that person has the
right to acquire ownership of such security within 60 days. Accordingly,
the numbers in the columns above include shares issuable upon exercise of
warrants that were issued to the Selling Securityholders in connection with
their purchase of the Shares being offered hereby.
(2) Based on 2,661,862 shares of Common Stock outstanding as of the date of
this Prospectus. Shares of Common Stock that a person has the right to
acquire within 60 days after the date of this Prospectus are deemed to be
outstanding in calculating the percentage ownership of the person, but are
not deemed to be outstanding as to any other person.
(3) The table assumes that the Selling Securityholders will dispose of all
Shares that are being registered for sale by this Prospectus.
(4) Mr. Costello is an employee of the Company and holds the position of
Director of U.S. Operations.
(5) Mr. Gavin is a director of the Company.
(6) Mr. Fong is an employee of the Company and holds the position of Operations
Manager (Trading).
(7) Mrs. Lee is an employee of the Company and holds the position of Group
Logistics Manager.
(8) Mr. Lim is an employee of the Company and holds the position of General
Manager-Malaysia Subsidiary.
<PAGE>
PLAN OF DISTRIBUTION
Any or all of the Shares may be sold from time to time to purchasers
directly by the Selling Securityholders. Alternatively, the Selling
Securityholders may from time to time offer the Shares through underwriters,
dealers or agents who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Securityholders and/or
the purchasers of the Shares for whom they may act as agents. The Selling
Securityholders and any such underwriters, dealers or agents that participate in
the distribution of the Shares may be deemed to be underwriters under the
Securities Act, and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by them may be deemed to be
underwriting discounts and commissions under the Securities Act. The Shares may
be sold from time to time in one or more transactions at a fixed offering price,
which may be changed, or at varying prices determined at the time of sale or at
negotiated prices. The distribution of the Shares by the Selling
Securityholders may be effected in one or more transactions that may take place
on the Nasdaq Stock Market, including ordinary brokers' transactions, privately-
negotiated transactions or through sales to one or more broker-dealers for
resale of such Shares as principals, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Usual and customary or specifically negotiated brokerage fees,
discounts and commissions may be paid by the Selling Securityholders in
connection with such sales or securities.
At the time a particular offer of the Shares is made, to the extent
required, a supplement to this Prospectus will be distributed (or, if required,
a post-effective amendment to the Registration Statement of which this
Prospectus is a part will be filed) which will identify the specific Shares
being offered and set forth the aggregate amount of Shares being offered, the
purchase price and the time of the offering, including the name or names of the
Selling Securityholders and of any underwriters, dealer or agents, the purchase
price paid by any underwriter for Shares purchased from the Selling
Securityholders, and discounts, commissions and other items constituting
compensation from the Selling Securityholders and any discounts, commission or
concessions allowed or reallowed or paid to dealers, including the proposed
selling price to the public. In addition, an underwritten offering will require
clearance by the National Association of Securities Dealers, Inc. of the
underwriter's compensation arrangements. The Company will not receive any of
the proceeds from the sale by the Selling Securityholders of the Shares offered
hereby. All of the filing fees and other expenses of this Registration
Statement will be borne in full by the Company other than any commissions
relating to this offering.
In connection with distributions of the Shares or otherwise, the Selling
Securityholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares registered hereunder in the course of hedging the positions they
assume with Selling Securityholders. The Selling Securityholders may also sell
shares short and redeliver the Shares registered hereunder to close out short
positions. The Selling Securityholders may also enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of the Shares registered hereunder, which the broker-dealer may resell or
otherwise transfer pursuant to this Prospectus. The Selling Securityholders may
also loan or pledge the Shares registered hereunder to a broker-dealer and the
broker-dealer may sell the Shares so loaned or upon a default the broker-dealer
may effect sales of the pledged Shares pursuant to this Prospectus. As of the
date of this Prospectus, to the Company's knowledge, there are no selling
arrangements between any Selling Securityholders and any broker-dealer.
Pursuant to subscription agreements entered into by the Company and the
Selling Securityholders, the Company has filed the Registration Statement, of
which this Prospectus forms a part, with respect to the sale of the Shares. The
Company has agreed to use its best efforts to keep the Registration Statement
effective until all of the Shares have become freely tradeable under Rule 144(k)
under the Securities Act.
In order to comply with certain states securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the Shares may not be sold unless the
Shares have been registered or qualified for sale in such sate, or unless an
exemption from registration or qualification is available and obtained.
In addition to sales pursuant to the Registration Statement of which this
Prospectus forms a part, the Shares may be sold in accordance with Rule 144
under the Securities Act. Pursuant to the terms under which the Shares were
sold, the Company has agreed to indemnify the Selling Securityholders against
such liabilities as they may incur as a result of any untrue statement of a
material fact in the Registration Statement of which this Prospectus forms a
part, or any omission herein or therein to state a material fact necessary in
order to make the statements made, in the light of the circumstances under which
they were made, not misleading. Such indemnification includes liabilities that
the Selling Securityholders may incur under the Securities Act.
Pursuant to the terms under which the Shares were sold, each Selling
Securityholder has agreed with the Company to not sell or transfer more than 50%
of the Shares held by such Selling Securityholder for a period of 180 days after
November 4, 1997.
The Company will bear all costs and expenses of the registration under the
Securities Act and certain state securities laws of the Shares, other than any
commissions payable with respect to sales of the Shares.
The Company has advised the Selling Securityholders of the requirement for
delivery of this Prospectus in connection with any public sale of the Shares.
From time to time this Prospectus will be supplemented and amended as required
by the Securities Act. During any time when a supplement or amendment is so
required, the Selling Securityholders are required to cease sales until the
Prospectus has been supplemented or amended.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon by Troy &
Gould Professional Corporation, Los Angeles, California.
EXPERTS
The audited consolidated financial statements contained in the Annual
Report on Form 10-K of the Company for the year ended June 27, 1997 and
incorporated in this Prospectus by reference have been so incorporated in
reliance on the report of Deloitte & Touche LLP, independent public accountants,
given on the authority of said firm as experts in auditing and accounting.
<PAGE>
No dealer, salesman or other
person has been authorized to give any
information or make any
representations, other than those
contained in this Prospectus, in 699,200 Shares of Common Stock
connection with the offering hereby,
and, if given or made, such informatio
and representations must not be relied
upon as having been authorized by the
Company or the Selling Securityholders
This Prospectus does not constitute an
offer to sell, or a solicitation of an
offer to buy, any securities to any
person in any State or other
jurisdiction in which such offer or TRIO-TECH INTERNATIONAL
solicitation is unlawful. Neither the
delivery of this Prospectus nor any
sale made hereunder shall, under any
circumstances, create any implication
that there has been no change in the
affairs of the Company or the facts
herein set forth since the date hereof
_______________
____________
TABLE OF CONTENTS
PROSPECTUS
_ ____________
Page_
Available Information. 2
Incorporation of Certain
Documents by Reference 2
The Company........... 3
Risk Factors.......... 4 December 3, 1997
Recent Developments... 7
Use of Proceeds........ 8
Selling Securityholders 8
Plan of Distribution.. 11
Legal Matters......... 12
Experts............... 12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company estimates that expenses in connection with the distribution
described in this Registration Statement will be as follows. All expenses
incurred with respect to the distribution will be paid by the Company, and such
amounts, with the exception of the Securities and Exchange Commission
registration fees, are estimates.
SEC registration fee............................................ $ 1,378
Accounting fees and expenses.................................... 5,000
Legal fees and expenses......................................... 10,000
Blue Sky fees and expenses...................................... 1,960
Miscellaneous................................................... _5,000_
Total........................................................ $22,238
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under California law, a California corporation may eliminate or limit the
personal liability of a director of the corporation for monetary damages for
breach of the director's duty of care as a director, provided that the breach
does not involve certain enumerated actions, including, among other things,
intentional misconduct or knowing and culpable violation of the law, acts or
omission which the director believes to be contrary to the best interest of the
corporation or its shareholders or which reflect an absence of good faith on the
director's part, the unlawful purchase or redemption of stock, payment of
unlawful dividends and receipt of improper personal benefits. The Company's
Board of Directors believes that such provisions have become commonplace among
major corporations and are beneficial in attracting and retaining qualified
directors, and the Company's Articles of Incorporation include such provisions.
The Company's Articles of Incorporation and Bylaws also impose a mandatory
obligation upon the Company to indemnify any director or officer to the fullest
extent authorized or permitted by law (as now or hereinafter in effect),
including under circumstances in which indemnification would otherwise be at the
discretion of the Company. In addition, the Company has entered into
indemnification agreements with each of its directors and officers providing for
the maximum indemnification permitted or authorized by law.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers under the Securities Act of 1933,
as amended (the "Securities Act").
The subscription agreements between the Company and the Selling
Securityholders provide that the Company shall indemnify the Selling
Securityholders, and the Selling Securityholders shall indemnify the Company and
the officers and directors of the Company, for certain liabilities, including
certain liabilities under the Securities Act.
<PAGE>
ITEM 16. EXHIBITS
The following exhibits, which are furnished with this Registration
Statement or incorporated by reference, are filed as part of this Registration
Statement:
{PRIVAT
}
Exhibit _Description_
_No._
4. Form of Common Stock certificate.
5. Opinion of Troy & Gould Professional Corporation.
23. Consent of Deloitte & Touche LLP.
23. Consent of Troy & Gould Professional Corporation (contained
in Exhibit 5.1).
24. Power of Attorney (contained in Part II).
______________
ITEM 17. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") 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 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 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 by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement.
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;
(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;
<PAGE>
provided, however, that (i) and (ii) do not apply if the Registration Statement
is on Form S-3, and the information required to be included in a post-effective
amendment is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Fernando, State of California, on December 1,
1997.
TRIO-TECH INTERNATIONAL
By/s/ A. Charles Wilson
____
A. Charles Wilson
Chairman of the Board
<PAGE>
POWER OF ATTORNEY
The officers and directors of Trio-Tech International, whose signatures
appear below, hereby constitute and appoint A. Charles Wilson their true and
lawful attorney and agent to sign, execute and cause to be filed on behalf of
the undersigned any amendment or amendments, including post-effective
amendments, to this Registration Statement of Trio-Tech International on Form S-
3. Each of the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
_Signature_ _Title_ _Date_
_/s/_A._Charles_Wilson _ Director and Chairman of the Board December 1, 1997
A. Charles Wilson
__/s/_Yong_Siew_Wai _ Director, President and Chief December 1,1997
Yong Siew Wai Executive Officer (Principal
Executive Officer)
_/s/_Victor_H.M._Ting _ Senior Vice President and Chief Financi December 1, 1997
Victor H. M. Ting Officer (Principal Financial
and Accounting Officer)
_/s/_Jason_T._Adelman _ Director December 1,1997
Jason T. Adelman
_/s/_Frank_S._Gavin _ Director December 1,1997
Frank S. Gavin
_/s/_Richard_M._Horowitz _ Director December 1,1997
Richard M. Horowitz
_/s/_F.D._Rogers _ Director December 1,1997
F. D. (Chuck) Rogers
_/s/_William_L._Slover _ Director December 1,1997
William L. Slover
<PAGE>
EXHIBIT INDEX
Exhibit
_No._ _Description_
4. Form of Common Stock certificate.
5. Opinion of Troy & Gould Professional Corporation.
23. Consent of Deloitte & Touche LLP.
23. Consent of Troy & Gould Professional Corporation (contained
in Exhibit 5.1).
24. Power of Attorney (contained in Part II).
______________
December 3, 1997
TRI3-20
Trio-Tech International
355 Parkside Drive
San Fernando, California 91340
Gentlemen:
We have acted as counsel for Trio-Tech International, a California
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, of a Registration Statement on Form S-3 (the
"Registration Statement"). The Registration Statement relates to the offer and
sale by the selling securityholders named therein (the "Selling
Securityholders") of up to 699,200 shares (the "Shares") of currently
outstanding Common Stock, no par value ("Common Stock"), of the Company.
In acting as counsel to the Company, we have examined originals or copies,
certified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary, and we are familiar with the
proceedings heretofore taken by the Company in connection with the
authorization, issue and sale by the Company to the Selling Securityholders of
the Shares. In addition, we have examined such books and records of the Company
as in our judgment is necessary or appropriate to enable us to render the
opinions expressed below.
We are opining herein only as to the effect of the federal laws of the
United States and the internal laws of the State of California, and we express
no opinion with respect to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as
certified, photostatic or conformed copies, and the authenticity of originals of
all such latter documents.
<PAGE>
We have also assumed the due execution and delivery of all documents where due
execution and delivery are prerequisites to the effectiveness thereof.
Based on the foregoing, it is our opinion that, subject to effectiveness
with the Commission of the Registration Statement, the Shares, when sold by the
Selling Securityholders in the manner contemplated in the Prospectus made part
of the Registration Statement, will be legally issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and the use of our name in the Registration Statement and Prospectus
of the Company made a part thereof. By giving you this opinion and consent, we
do not admit that we are experts with respect to any part of the Registration
Statement or Prospectus within the meaning of the term "expert" as used in
Section 11 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder, nor do we admit that we are in the category
of persons whose consent is required under Section 7 of said Act.
Very truly yours,
/s/ Troy & Gould
TROY & GOULD
Professional Corporation
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Trio-Tech International on Form S-3 of our report dated September 5, 1997
appearing in the Annual Report on Form 10-K of Trio-Tech International for the
year ended June 27, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is a part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
December 3, 1997
TRIO-TECH INTERNATIONAL
NUMBER
SHARES
Incorporated under the laws of the State of California
COMMON STOCK
CUSIP 896712 20 5
SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF
TRIO-TECH INTERNATIONAL
(hereinafter called the "Corporation"),transferable on the books of the
Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Secretary
(image of Corporate Seal)
President
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER COMPANY,
New York, New York
TRANSFER AGENT AND REGISTRAR,
AUTHORIZED SIGNATURE
<PAGE>The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT_______.Custodian
(cust) (Minor)
under Uniform Gifts to Minors
Act_______..
(State)
UNIF TRF MIN ACT_____..Custodian (until
age________.)
(Cust)
__________.under Uniform Transfers
(Minor)
to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED____________..hereby sell,
assign and transfer unto _______________________
__________________________________..
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE_____..
(NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN)
______Shares
of the common stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint____ Attorney to transfer
the said stock on the books of the within-named Corporation with full
power of substitution in the premises.
Dated
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(s) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGMENT OR ANY CHANGE WHATEVER.
<PAGE>
