<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:
-------------------------------------------------------------------------
<PAGE>
TRIO-TECH INTERNATIONAL
355 Parkside Drive
San Fernando, California 91340
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 6,1999
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 Monday,
December 6, 1999 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 22, 1999
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 22, 1999
<PAGE>
TRIO-TECH INTERNATIONAL
355 Parkside Drive
San Fernando, California 91340
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
December 6, 1999
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 Monday, December 6, 1999 and at any adjournments thereof, for the
purposes set forth in the accompanying notice. This Proxy Statement and the
enclosed Proxy are intended to be mailed to shareholders on or about November 5,
1999.
The close of business on October 22, 1999 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 2,733,808 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 22, 1999,
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, (iii) each of the executive officers
named in the Summary Compensation Table below who is not a director and (iv) all
executive 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
<TABLE>
<CAPTION>
Shares Owned
Beneficially as of
Name October 22, 1999 (1) Percent of Class (1)
<S> <C> <C>
Yong Siew Wai 331,924 (2) 11.14%
Frank S. Gavin 87,076 (3) 2.92%
Richard M. Horowitz 217,701 (4) 7.31%
A. Charles Wilson 221,608 (5) 7.44%
Victor H.M. Ting 103,452 (6) 3.47%
William L. Slover 15,000 (7) 0.50%
F.D. (Chuck) Rogers 15,750 (8) 0.53%
Jason Adelman 68,115 (9) 2.29%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Simon Costello 20,678 (10) .69%
Terry Fong 20,380 (11) .68%
Richard Lim 47,070 (12) 1.58%
All Directors and Executive
Officers as a group (11 persons) 1,148,754 38.56%
</TABLE>
(1) The percentage shown for each individual and for all executive officers and
directors as a group is based upon 2,733,808 shares outstanding. The number
of shares indicated and the percentage shown for each individual assumes
the exercise of options and warrants that are presently exercisable or may
become exercisable within 60 days from October 22, 1999 which are held by
that individual or by all executive officers and directors as a group, as
the case may be.
(2) Includes options to purchase 55,000 shares from the Company at exercise
prices ranging from $2.82 to $7.70 per share. The address for Yong Siew Wai
is 5 Kian Teck Road, Jurong, Singapore 628765.
(3) Includes options and warrants to purchase 23,280 shares from the Company at
exercise prices ranging from $2.82 to $7.70.
(4) Includes options to purchase 15,000 shares from the Company at exercise
prices ranging from $2.82 to $7.70. The 202,701 shares are held in a trust
for which Mr. Horowitz serves as a trustee.
(5) Includes options to purchase 30,000 shares from the Company at exercise
prices ranging from $2.82 to $7.70 per share and 191,608 shares held in a
trust for which A. Charles Wilson serves as trustee.
(6) Includes options to purchase 16,500 shares from the Company at exercise
prices ranging from $4.34 to $5.50 per share.
(7) Consists of options to purchase 15,000 shares from the Company at exercise
prices ranging from $2.82 to $7.70 per share.
(8) Includes options to purchase 15,000 shares from the Company at exercise
prices ranging from $2.82 to $7.70 per share.
(9) Includes options and warrants to purchase 52,565 shares from the Company at
exercise prices ranging from $2.82 to $7.70 per share.
(10) Includes options to purchase 10,738 shares from the Company at exercise
prices of $2.17 to $7.00 per share
(11) Includes options and warrants to purchase 16,465 shares from the Company at
exercise prices of $2.17 to $7.00 per share.
(12) Includes options to purchase 20,440 shares from the Company at exercise
prices of $2.17 to $7.00 per share.
The Company does not know of any arrangements that may at a subsequent date
result in a change of control of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Based solely on a review of reports on Forms 3, 4 and 5 and amendments
thereto filed with the Securities and Exchange Commission and furnished to the
Company, there were eleven failures to file such a report on a timely basis by a
Director, executive officer or beneficial owner of more than 10% of Trio-Tech
International Common Stock. Jason Adelman, Frank Gavin, William Slover, each of
whom is a Director, have failed to file Form 5 for fiscal year ended June 1999.
Richard Horowitz and F.D. (Chuck) Rogers, each of whom is a Director, A. Charles
Wilson, Chairman of the Board, and Yong Siew Wai, a Director and Chief Executive
Officer, each failed to timely file Form 5, in each case, which was subsequently
filed on October 1, 1999 and included only option grants. Chief Financial
Officer Victor H.M. Ting failed to timely file Form 5, was subsequently filed
on October 1, 1999, and one Form 4, for the option exercise of 7,500 shares.
Vice-President-USA & Europe Operations Simon Costello has failed to file Form 5
for fiscal year ended June 1999, which would include only option grants.
Corporate Vice President-Distribution Terry Fong has failed to file Form 5 for
fiscal year ended June 1999, which would include only option grants. Corporate
Vice-President-Testing Richard Lim has failed to file Form 5 for fiscal year
ended June 1999, which would include only option grants.
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
<PAGE>
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 75, 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 46, 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 46, 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 1984, and President of
Best Reps, Inc., a manufacturers' representative sales group, which he founded
in 1982.
Richard M. Horowitz
- --------------------
Mr. Horowitz, age 58, 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 77, has served as a Director of Trio-Tech 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 to 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 56, 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 31, was elected to the Board of Trio-Tech in April 1997.
Mr. Adelman is a Senior Vice-President of investment banking for Boston based
H.C. Wainwright & Co. in the firm's New York City office. Previously, Mr.
Adelman was affiliated with Drake Capital Securities (1997-1999), Spencer Trask
Securities (1996-1997) and Coopers & Lybrand LLP (1994-1996). Mr. Adelman is an
honors graduate of the University of Pennsylvania and Cornell Law School.
Information Regarding the Board of Directors and Its Committees
- ---------------------------------------------------------------
The Board held four meetings during the fiscal year ended June 25, 1999.
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 entire Board nominated the directors nominated for election
at the Annual Meeting.
<PAGE>
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 four meetings during the year ended June 25,
1999.
Executive Officers
- ------------------
Victor H.M. Ting, age 46, first joined Trio-Tech as the Financial
Controller for the Company's Singapore subsidiary in 1980. He was promoted to
the level of Business Manager from 1985-1989. In December 1989 he became the
Director of Finance and Sales & Marketing and later, the General Manager of the
Singapore subsidiary. Mr. Ting was elected Vice-President and Chief Financial
Officer of Trio-Tech International in November 1992. Mr. Ting holds a Bachelor
of Accountancy Degree and Masters Degree in Business Administration.
Simon Costello, age 44, 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 1984 to 1989 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 40, joined Trio-Tech in 1982 and became the Quality
Assurance Manager in 1985. He was promoted to the position of Operations Manager
in 1988. In 1990 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 1991 and in February 1993, 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 45, has been with Trio-Tech since 1978 and served as
Service Manager from 1980. He was the Sales/Service Manager from 1983 to 1986.
In 1987 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 1990 responsible for Regional
sales. He was promoted to be Operations Manager (Trading) in 1992 assuming
overall responsibility for the area and has recently become 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
- -------------------
Anthony DiPiero, age 40, has been associated with Trio-Tech since the
purchase of Universal Systems in November 1997. He has been in the
semiconductor industry since 1977. Mr. DiPiero founded Universal Plastics in
1982, which was sold in 1994. Subsequently, he founded Universal Systems in
1996.
Lee-Soon Siew Kuan, age 41, joined Trio-Tech in 1981 and became the
Administrative Manager in 1985. In 1988 she was promoted to
Personnel/Administration Manager and her responsibilities extended to include
the Penang operation. She became the Logistics Manager in 1990 and the
Purchasing/Store and Traffic as well as the Kuala Lumpur Operation was added to
her coverage. In 1991 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.
Dale Cheesman, age 57, 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.
<PAGE>
COMPENSATION AND RELATED MATTERS
The following table sets forth the compensation of the Company for its
Chief Executive Officer and each executive officer whose total annual salary and
bonus for the fiscal year ended June 25, 1999 exceeded in the aggregate
$100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long Term
Annual Compensation Compensation
Other
Annual Securities
Name and Fiscal Compen- Underlying
Principal Position Year Salary ($) Bonus ($) sation ($) Options (#)
<S> <C> <C> <C> <C> <C>
S.W. Yong, President 1999 209,868 24,100 5,617 10,000
Chief Executive Officer 1998 227,349 77,250 5,868 10,000
1997 240,839 180,927 5,692
Victor H.M. Ting, VP 1999 99,996 5,302 4,762
Chief Financial Officer 1998 102,637 15,660 4,980
1997 106,112 48,072 4,830 7,500
Simon Costello, VP 1999 107,362 3,604 18,347 2,500
Corporate Vice-President 1998 101,276 1,936 23,328 2,500
USA & Europe Operations 1997 84,340 2,012 21,634 4,500
</TABLE>
Singapore Officers are also credited with compulsory contribution to their
provident pension fund scheme of 8% of their total compensation in accordance
with Singapore law. Mr. Costello is also credited with a contribution to his
Ireland pension fund arrangement of 10% of his base salary. The estimated
annual benefits due him at retirement age are the contribution plus investment
earnings.
Option Grants In Last Fiscal Year
---------------------------------
<TABLE>
<CAPTION>
Number of % Of Total
Securities Options
Underlying Granted To
Options Employees In Exercise Price Expiration
Name Granted (#) Fiscal Year ($/sh) Date
<S> <C> <C> <C> <C>
S.W. Yong 10,000 40.8% $3.69 07/08/2003
Victor H.M. Ting 3,000 12.2% $4.34 07/08/2003
Simon Costello 2,500 10.2% $4.34 07/08/2003
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-The-Money Options
Options at FY-End at FY-End
(#) ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise Value Realized (S) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Victor H.M. Ting 7,500 $10,969 16,500/1,500 88,020/6,510
</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. Directors are also reimbursed for out-of-pocket expenses
incurred in attending meetings.
<PAGE>
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.
The Company's Board of Directors approved on September 30, 1997 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 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. In fiscal
year 1999, the Company granted options for 45,000 shares to its Directors under
the Directors Plan.
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 Security 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 line graph below compares cumulative total return of Trio-Tech
International, the Standard & Poor's 500 Index and the AMEX Composite Index.
[GRAPH APPEARS HERE]
* 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.
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 25, 1999.
The Board will select independent public accountants for the fiscal year ending
June 2000. 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 2000 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 28, 2000 for inclusion in next year's Proxy
Statement and Proxy Card. If a stockholder intends to present a proposal at the
next Annual Meeting but does
<PAGE>
not seek inclusion of that proposal in the proxy statement for that meeting, the
holders of proxies for that meeting will be entitled to exercise their
discretionary authority on that proposal if the Company does not have notice of
the proposal by September 13, 2000.
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 1O-K filed with
the Commission for the year ended June 25, 1999. 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 25,
1999 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
<PAGE>
TRIO-TECH INTERNATIONAL
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 6, 1999
The undersigned hereby appoints Maria Carlson 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 Monday, December 6, 1999 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: _________________________________ 1999 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.
