<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TRIO-TECH INTERNATIONAL
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
================================================================================
TRIO-TECH INTERNATIONAL
355 Parkside Drive
San Fernando, California 91340
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 1998
The Annual Meeting of Shareholders ("Annual Meeting") of Trio-Tech
International (the "Company") will be held at the Miramar Sheraton Hotel Santa
Monica, located at 101 Wilshire Boulevard, Santa Monica, California, on Tuesday,
December 8, 1998 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 24, 1998
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.
DALE C. CHEESMAN
Secretary
October 24, 1998
===============================================================================
<PAGE>
TRIO-TECH INTERNATIONAL
355 Parkside Drive
San Fernando, California 91340
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
December 8, 1998
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 8, 1998 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 November 7, 1998.
The close of business on October 24, 1998 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 2,738,685 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 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
matter has been obtained.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of October 24, 1998,
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. To 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.
<PAGE>
<TABLE>
<CAPTION>
Shares Owned
Beneficially as of
Name October 24, 1998 (1) Percent of Class (1)
----------------------- ------------------------- -------------------
<S> <C> <C> <C>
Yong Siew Wai 311,294 (2) 11.25%
Lani Bray 177,323 (3) 6.08%
Frank S. Gavin 108,780 (4) 3.95%
Richard M. Horowitz 201,601 (5) 7.33%
A. Charles Wilson 249,108 (6) 7.67%
Victor Ting Hock Ming 78,986 (7) 2.85%
William L. Slover 19,375 (8) 0.70%
F.D. (Chuck) Rogers 11,125 (9) 0.40%
Jason Adelman 63,115 (10) 2.27%
Dale C. Cheesman 4,806 (11) 0.18%
Simon Costello 29,041 (12) 1.06%
Terry Fong 34,470 (13) 1.25%
Richard Lim 46,570 (14) 1.69%
All Directors and Officers
as a group (13 persons) 1,121,401 43.65%
</TABLE>
(1) The percentages shown for each individual and for all officers and
directors as a group are based upon 2,738,685 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 35,000 shares from the Company at exercise
prices ranging from $3.00 to $7.70 per share. 276,924 shares are owned
outright.
(3) 38,938 are held directly by Ms. Bray and 180,812 shares are held in a trust
for which Ms. Bray serves as a trustee.
(4) Includes options and warrants to purchase 18,280 shares from the Company at
exercise prices ranging from $3.39 to $7.70. 90,500 shares are owned
outright.
(5) Includes options to purchase 10,000 shares from the Company at exercise
prices ranging from $3.39 to $7.70. The 191,601 shares held outright are
held in a trust for which Mr. Horowitz serves as a trustee.
(6) Includes options to purchase 20,000 shares from the Company at exercise
prices ranging from $3.39 to $7.70 per share. 191,608 shares held outright
are held in a trust for which A. Charles Wilson serves as trustee.
(7) Includes options to purchase 29,250 shares from the Company at exercise
prices ranging from $2.40 to $5.50 per share. 49,736 shares are owned
outright.
2
<PAGE>
(8) Consists of options to purchase 19,375 shares from the Company at exercise
prices ranging from $1.60 to $7.70 per share.
(9) Includes options to purchase 10,000 shares from the Company at exercise
prices ranging from $3.39 to $7.70 per share. 1,125 shares are owned
outright.
(10) Includes options and warrants to purchase 47,565 shares from the Company at
exercise prices ranging from $4.67 to $7.70 per share. 15,550 shares are
owned outright.
(11) Includes options to purchase 2,594 shares from the Company at exercise
prices of $3.00 to $6.50 per share. 2,212 shares are owned outright.
(12) Includes options to purchase 9,613 shares from the Company at exercise
prices of $2.17 to $7.00 per share. 19,428 shares are owned outright.
(13) Includes options and warrants to purchase 15,340 shares from the Company at
exercise prices of $2.17 to $7.00 per share. 19,130 shares are owned
outright.
(14) Includes options to purchase 19,940 shares from the Company at exercise
prices of $2.17 to $7.00 per share. 26,630 shares are owned outright.
The Company does not know of any arrangements that may at a subsequent date
result in a change of control of the Company.
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 data.
A. Charles Wilson
- -----------------
Mr. Wilson, age 74, has served as a Director of Trio-Tech since 1966, and
was President and Chief Executive Officer of the Company from 1981 to 1989. In
1989, he was elected Chairman of the Board. Mr. Wilson is also Chairman of the
Board of Ernest Paper Products, Inc. and Chairman of Daico Industries, Inc., as
well as an attorney admitted to practice law in California.
Yong Siew Wai
- -------------
Mr. Yong, age 45, has been a Director of Trio-Tech since 1990. He has been
the President and Chief Executive Officer since 1990. He has been associated
with Trio-Tech International Pte. Ltd. in Singapore since 1976 and has been its
Managing Director since August 1980. Mr. Yong holds a Masters Degree in Business
Administration, Graduate Diploma in Marketing Management and a Diploma in
Industrial Management.
Frank S. Gavin
- --------------
Mr. Gavin, age 45, has been a Director of Trio-Tech since 1991. He has been
a Sales and Marketing Manager for Group T in Scottsdale, Arizona since 1992. He
served as Vice-President, Sales and Marketing at Trio-Tech International from
1991 to 1992. Prior thereto Mr. Gavin was the President of Express Test
Corporation, Sunnyvale, California, which he founded in l984, and President of
Best Reps, Inc., a manufacturers' representative sales group, which he founded
in l982.
3
<PAGE>
Richard M. Horowitz
- -------------------
Mr. Horowitz, age 57, has served as a Director of Trio-Tech since 1990. He
has been President of Management Brokers Insurance Agency since 1974. 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. Mr. Horowitz holds a Masters Degree in Business
Administration from Pepperdine University.
William L. Slover
- -----------------
Mr. Slover, age 76, has served as a Director since 1989. He has been a
management consultant since 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 55, has been a Director of Trio-Tech since 1996. He is
President of the ASC Group, Inc., a privately owned electronics manufacturing
company that specializes in the high reliability memory market. Prior to this
position he was Managing Director, Mergers/Acquisitions with H.J. Meyers & Co.,
Inc., from 1988 to 1998. From 1970 to 1988 he served in a variety of General
Management positions with Hydril Company, Baker/Hughes International and Geo
International. Mr. Rogers also served on the Board of Directors of several
public and private companies and is presently a member of the Advisory Board of
USC Medical School's Neurological Institute.
Jason T. Adelman
- ----------------
Jason Adelman, age 30, was elected to the Board of Trio-Tech in April 1997.
Mr. Adelman is a Managing Director of Corporate Finance at Drake & Co., Inc. Mr.
Adelman was previously affiliated with Spencer Trask Securities, Inc., a New
York based venture capital investment bank from 1996 to 1997. Before that, he
was with Coopers & Lybrand LLP, where he worked in the financial services
consulting practice from 1994 to 1996. Mr. Adelman is an honors graduate of the
University of Pennsylvania and Cornell Law School and is a member of the New
York Bar.
Information Regarding the Board of Directors and Its Committees
- ---------------------------------------------------------------
The Board held four meetings in person during the fiscal year ended June
26, 1998. All of the directors attended the meetings 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, Jason Adelman and A. Charles Wilson. The Compensation
Committee administers the Company's existing 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, F.D. (Chuck) Rogers 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 three meetings during the year ended June 26,
1998.
Executive Officers
- ------------------
Victor Ting, age 45, first joined Trio-Tech as the Financial Controller for
the Company's 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 elected Vice-
4
<PAGE>
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.
Dale Cheesman, age 56, has been associated with Trio-Tech International
since 1991 as Corporate Controller. Prior thereto Mr. Cheesman served as
Controller for IPD/Interpark in Sherman Oaks, California from 1990 to 1991,
Chief Financial Officer of Gamma Electronics in Santa Monica, California from
1989 to 1990 and Subsidiary Treasurer and Controller to Comtal/3M in Pasadena,
California from 1983 to 1989. Mr. Cheesman was President of Cheesman Associates
Inc., a Triple Check Franchise, from 1979 to 1983 and Project Controller for
USC's NICEM/NISCEM Project in Los Angeles, California while attending Graduate
School in 1978 and 1979. Mr. Cheesman holds a Bachelor of Science Degree in
Business Administration and Accounting with Graduate courses from Wharton
Business School (University of Pennsylvania), University of Chicago, University
of South Florida and University of Southern California. He was elected
Secretary of Trio-Tech in April 1997.
Simon Costello, age 43, joined Trio-Tech International in 1989 as Managing
Director of Trio-Tech Ireland and The European Electronics Test Center. In 1993
he was appointed General Manager of USA and Europe Operations and in July 1998
was elected Corporate Vice-President-USA & Europe Operations. Prior to joining
Trio-Tech, Mr. Costello served with VIP Microelectronics from l984 to l989 where
he held positions in sales, engineering and management. Mr. Costello holds a
Bachelor's Degree in Electronic Engineering from Dublin City University.
Richard Lim, age 39, 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 the Company's Malaysia subsidiary 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. He was elected Corporate Vice-
President-Testing in July, 1998.
Terry Fong, age 44, 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, a Masters
Degree in Business Administration and a Bachelors' Degree in Economics. He was
elected Corporate Vice President-Distribution in July, 1998.
Other Key Employees
- -------------------
Lee-Soon Siew Kuan, age 40 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.
COMPENSATION AND RELATED MATTERS
The following table sets forth the compensation of the Company for the
Chief Executive Officer, the Chief Financial Officer and the Corporate Vice-
Presidents for the fiscal year ended June 26, 1998 and the two preceding fiscal
years. No other executive officer of the Company received more than $100,000
during the fiscal year ended June 26, 1998.
5
<PAGE>
Summary Compensation Table*
--------------------------
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
----------------------------------------------------------------------------------
Other
Annual Securities All Other
Name and Fiscal Compen- Underlying Compen-
Principal Position Year Salary($) Bonus($) sation ($) Options (#) sation ($)
--------------------- -------- ------------- ------------ --------------- -------------------- ------------
<S> <C> <C> <C> <C> <C>
S.W. Yong, CEO 1998 227,349 77,250 10,000
1997 240,839 180,927
1996 222,978 153,062 15,000
Victor T.H. Ming, CFO 1998 102,637 15,660
1997 106,112 48,072 7,500
1996 101,702 42,976 5,000
</TABLE>
* Singapore Officers are also credited with a compulsory contribution to their
provident pension fund scheme in accordance with Singapore law.
Option Grants In Last Fiscal Year
---------------------------------
<TABLE>
<CAPTION>
% Of Total
Options To
Options Employees In Exercise Price Expiration
Name Granted Fiscal Year ($/sh) Date
----------------- ---------- -------------- ------------------ -------------
<S> <C> <C> <C> <C>
S.W. Yong 10,000 33.9% $3.69 07/08/2002
Victor T.H. Ming 3,000 10.2% $4.34 07/08/2002
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values *
--------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Shares Options at In-The-Money
Acquired FY-End Options at
On (#) FY-End ($)
Exercise Value Exercisable/ Exercisable/
Name (#) Realized ($) Unexercisable Unexercisable
--------------- ----------- ------------ ------------- --------------
<S> <C> <C> <C> <C>
S.W. Yong 22,800 $44,700 35,000/0 158,900/0
Victor T.H. Ming 35,650 $75,249 29,250/4,125 130,050/20,078
</TABLE>
Each director who is not an employee of the Company receives a director's
fee of $5,000 per year, plus $1,500 for each Board meeting attended. The
Chairman of the Board receives a fee of $15,000 per year, plus $4,500 for each
Board meeting attended.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Trio-Tech, composed of
the Chairman, the Chief Executive Officer and two outside directors, is
responsible to recommend to the Board, among other duties, suggestions of and
6
<PAGE>
administration of policies and procedures regarding executive compensation and
criteria for the amounts of such compensation.
The compensation program presently in effect at Trio-Tech International has
three elements: (1) base annual salary; (2) potential annual cash incentive
awards that are based primarily on financial performance of the Company or its
relevant business operating unit; and (3) long-term incentives in the form of
stock options. The Committee believes that a significant portion of the total
compensation of the Company's executives should be at risk, based upon the
achievement of preestablished goals.
In determining the compensation levels for the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), the Committee reviewed compensation policies of
other companies, comparable in size, to Trio-Tech.
Base cash compensation
- ----------------------
For the fiscal year ended June 26, 1998 base cash compensation was denominated
in the currency of Singapore, and the exchange was computed as 1.41, 1.43 and
1.66 Singapore Dollars to US Dollars for 1996, 1997 and 1998 respectively.
Singapore officers are also credited with a compulsory contribution under
Singapore's provident pension fund scheme.
Trio-Tech's profits were higher in the fiscal year ending June 1997 and the CEO
was awarded an increase of 10% from S$330,000 to S$363,000 for the year ending
June 1998.
The CFO's base salary for fiscal year ended June 1998 was left in the hands of
the CEO, who made the determination for a 12.3% increase, from S$151,740 to
S$170,378, in each case plus the compulsory provident pension fund payment.
Bonuses for 1998
- ----------------
The Compensation Committee also considered awarding additional discretionary
annual cash bonuses to its executive officers based primarily on the Company's
overall performance and, to a lesser extent, on the contribution each executive
made to the Company's success. The Committee noted that as of June 27, 1997, the
Company's performance was consistent with its business plan and determined that
the CEO would retain his right to receive a bonus equal to 5% of pre-tax profits
for the fiscal year ending June 1998.
1998 Compensation of CEO
- ------------------------
After giving effect to the currency exchange rates and the 8% compulsory pension
fund payment, the CEO's compensation, including bonuses, was US$304,599 for
fiscal 1998, compared to US$421,766 in the preceding year.
Stock Options
- -------------
The Company's 1998 Stock Option Plan was approved by the Board, on September
30, 1997 and the Stockholders on December 8, 1997. The purpose of the 1998
Stock Option Plan is to enable the Company to attract and retain top-quality
employees, officers, directors and consultants and to provide them with an
incentive to enhance stockholder return.
In this context, the Compensation Committee reviewed Mr. Costello and Mr.
Cheesman and in recognition of their contribution in acquiring Universal Systems
in November 1997, they were granted options to purchase 2,500 shares each at a
price of $6.50.
In addition the Company granted options for 45,000 shares to its directors under
the Directors Stock Option Plan discussed below.
The Company's Board of Directors unanimously approved the Directors Stock Option
Plan (the "Directors Plan"). The purpose of the Directors Plan is to give
appropriate compensation to the Directors of the Company. The Company currently
pays to its non-employee Directors $5,000 per year and $1,500 per meeting
attended (and to the Chairman of the
7
<PAGE>
Board $15,000 per year and $4,500 per meeting attended), which the Company
believes is substantially less than directors of comparable public companies are
paid. Directors are also reimbursed for out-of-pocket expenses incurred in
attending meetings. The Company believes that the Directors Plan will provide
non-employee Directors and the President of the Company (if he or she is a
Director of the Company) a favorable opportunity to acquire Common Stock of the
Company and will create an incentive for them to serve on the Board of Directors
of the Company and contribute to its long-term growth and profitability
objectives.
Dated October 24, 1998
THE COMPENSATION COMMITTEE
A. Charles Wilson, Chair
Frank Gavin
Jason Adelman
S.W. Yong
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The graph below compares cumulative total return of Trio-Tech International, the
Standard & Poor's 500 Index and the AMEX Composite Index. The Company believes
that this information demonstrates that the compensation earned by its executive
officers fairly reflects the significant increase in shareholder value and
specifically that the Company has out performed the Standard & Poor's 500 Index
and the AMEX Composite Index during the 1998 fiscal year.
TRIO-TECH INTERNATIONAL STOCK PRICE PERFORMANCE
[INSERT GRAPH HERE]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
S&P 100.00 98.63 120.93 148.88 196.50 251.71
- -------------------------------------------------------------------------
AMEX 100.00 97.54 115.04 132.66 143.19 165.89
- -------------------------------------------------------------------------
TRT 100.00 120.48 170.37 180.72 311.55 259.79
- -------------------------------------------------------------------------
</TABLE>
* Total Return assumes $100 invested on June 30, 1993 in Trio-Tech
International, the S & P 500 Index and the AMEX Composite Index, including
reinvestment of dividends.
8
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
Deloitte & Touche LLP has served as independent public accountants to audit
the financial statements of the Company for the fiscal year ended June 26, 1998.
Independent public accountants for the fiscal year ending June 1998 will be
selected by the Board. A representative of Deloitte & Touche LLP 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 1998 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, 1998 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 26, 1998. 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.
The Annual Report to Shareholders covering the fiscal year ending June 26,
1998 is being mailed with this Proxy Statement to shareholders of record for
this meeting.
By Order of the Board of Directors
DALE C. CHEESMAN
Secretary
9
<PAGE>
TRIO-TECH INTERNATIONAL
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 8, 1998
The undersigned hereby appoints Maria Chittum and A. Charles Wilson or either
of them as his/her true lawful agents and proxies with full power of
substitution to represent the undersigned at the Annual Meeting of Shareholders
of Trio-Tech International to be held at the Miramar Sheraton Hotel, 101
Wilshire Blvd., Santa Monica, California on Tuesday, December 8, 1998 at 10:00
A.M., and at any adjournments thereof, and to vote all shares that he/she is
then entitled to vote, on all matters coming before said meeting. The
undersigned directs that his/her proxy be voted as follows:
1. ELECTION OF DIRECTORS:
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote
(except as indicated to the for all nominees listed below
contrary below)
Jason T. Adelman, Frank S. Gavin, Richard M. Horowitz, F.D. "Chuck" Rogers,
William L. Slover, A. Charles Wilson, Yong Siew Wai
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided:
- --------------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the Annual Meeting and any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES FOR DIRECTORS LISTED IN ITEM 1.
(Continued and to be signed on the other side)
(continued from other side)
<TABLE>
<S> <C>
Number of shares held: ______________________ By __________________________________________
(Print Name)
Dated __________________________________ 1998 By __________________________________________
Print name if held jointly
If shares are held by your Broker, please print their name and address below:
_____________________________________________ By __________________________________________
Signature
_____________________________________________ By __________________________________________
Signature if held jointly
</TABLE>
IMPORTANT: Please sign above exactly
as your name or names appear hereon.
Joint owners should each sign
personally. Corporate proxies should
be signed in full corporate name by
the authorized officer. Fiduciaries
should give full titles as such.
PLEASE MARK, DATE, SIGN AND RETURN
YOUR PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.
