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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1934
TRIO-TECH INTERNATIONAL
(Exact name of registrant as specified in its charter)
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California 95-2086631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. ( c ), check the following box.[X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. ( d ), check the following box. [_]
Securities Act registration statement file number to which this form relates:
___________________(if applicable)
Securities registered pursuant to Section 12(b) of the Act:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS TO BE SO REGISTERED ON WHICH EACH CLASS IS TO BE
REGISTERED
Common Stock, no par value American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
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2,744,396 issued and outstanding shares of its common stock, no par value
(including 8,000 shares held in the treasury); and for
authority to add to the list, upon official notice of issuance:
116,000 additional shares of its common stock upon exercise of stock
options granted or to be granted by the Company pursuant to its
1988 Employee Stock Option Plan; plus
300,000 additional shares of its common stock upon exercise of stock
options granted or to be granted by the Company pursuant to its
1998 Employee Stock Option Plan; plus
150,000 additional shares of its common stock upon exercise of stock
options granted or to be granted by the Company pursuant to its
1998 Directors Stock Option Plan; plus
432,100 additional shares of its common stock upon exercise of warrants
in conjunction with its Private Placement (expiring November 7,
2000); plus
52,500 additional shares of its common stock upon exercise of warrants
in conjunction with its Professional Services Agreement with
Spencer Trask (expiring February 1, 2002); plus
30,000 additional shares of its common stock upon exercise of warrants
in conjunction with its Professional Services Agreement with
Paragon Capital Corporation (expiring September 30, 2002); plus
75,000 additional shares of its common stock upon exercise of stock
options granted or to be granted by the Company pursuant to its
Acquisition of Universal Systems; plus
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3,899,996 shares of said common stock, the listing of which is herein
========= applied for (of a total authorized issue of 15,000,000 shares).
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ITEM 2. EXHIBITS.
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Number Description
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1 Annual Report on SEC Form 10-K for the fiscal year ended
June 26, 1998 [Previously filed on September 28,1998]
2 Annual Report to Shareholders for the fiscal year ended
June 27, 1997**
3 Proxy statement dated October 15, 1997**
4 Articles of Incorporation as amended*
5 By-law's as amended*
6 Specimen Stock Certificate*
* Filed previously as Exhibit 14 to Form 10-K on September 28, 1998
** Filed previously on October 15, 1997
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
(Registrant) TRIO-TECH INTERNATIONAL
September 28, 1998
By/s/ A. Charles Wilson
A. Charles Wilson
Chairman of the Board
