<PAGE>
As filed with the Securities and Exchange Commission on May 30, 2000
Securities Act File No. 333-_____
==============================================================================
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)
Copy to:
Deborah L. Gunny, Esq.
Sanders, Barnet, Goldman, Simons & Mosk
1901 Avenue of the Stars, Suite 850
Los Angeles, California 90067
(310) 553-8011
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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities To Be Amount To Be Offering Price Aggregate Offering Amount of
Registered Registered Per Share(1) Price(1) Registration Fee
__________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, no par value 686,350 shares $4.125 $2,831,193.75 $747.44
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average of the high and low sale
prices per share of the Common Stock, as reported on the American Stock
Exchange on May 25, 2000.
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
Securities 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 determine.
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<PAGE>
Information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated May 30, 2000
PROSPECTUS
TRIO-TECH INTERNATIONAL
686,350 Shares of Common Stock
The selling securityholders listed in this prospectus may offer and sell up
to 686,350 shares of our common stock, including 73,740 shares issued upon the
exercise of warrants, 500,110 shares issuable on the exercise of warrants and
75,000 shares issuable upon the exercise of an option to purchase common stock .
The warrant holders acquired the warrants in a private placement financing which
closed in October and November 1997, in consideration for the exercise of
warrants issued in connection with such private placement or in a private
transaction for services rendered to us. The option holder received 37,500
shares and an option to purchase 75,000 shares in partial payment for the
acquisition of his business. See "Selling Securityholders" beginning on page 8
for more information.
The selling securityholders will receive all of the proceeds from the sale
of the shares covered by this prospectus. We will not receive any proceeds from
the sale of any of the shares covered by this prospectus. We will receive
$3,244,250 if all of the warrants and the option are fully exercised.
Our common stock is listed on the American Stock Exchange and trades under
the symbol "TRT." The last reported sale price of our common stock on the
American Stock Exchange on May 25, 2000 was $4.125 per share.
The selling securityholders may offer and sell, directly or through brokers,
all or a portion of the shares in one or more transactions, including block
transactions, on the American Stock Exchange or such other markets or exchanges
on which our common stock is from time to time eligible for trading, at
prevailing market prices or at privately negotiated prices. The 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
securityholders in all open market transactions. We will pay all other expenses
of this offering. See "Plan of Distribution."
Our principal executive offices are located at 355 Parkside Drive, San
Fernando, California 91340, telephone number (818) 365-9200.
__________________________
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON
PAGES 2 THROUGH 6 OF THIS PROSPECTUS.
__________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THE SHARES
OR PASSED UPON THE ADEQUACY OR THE ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _____ __, 2000
<PAGE>
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus and the
documents incorporated by reference in this prospectus. Words like
"anticipates", "plans", "estimates", "expects", "believes", "will", "may",
"intends", "should", "could" and similar expressions used in this prospectus in
connection with Trio-Tech International or our management are intended to
identify forward-looking statements. We have based the forward-looking
statements on our current expectations and projections about future events.
Although we believe our expectations and projections reflected in the forward-
looking statements are reasonable, our actual results, performance or
achievements may materially differ from those expressed in the forward-looking
statements. Please see "Risk Factors" below for a more detailed description of
certain conditions and events, among others, that could cause our results to
differ.
We do not undertake to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed
in this prospectus might not occur. You are cautioned not to put undue reliance
on the forward-looking statements.
RISK FACTORS
An investment in our common stock involves a high degree of risk. As our
stockholder, you will be subject to risks inherent in our industry. You should
consider carefully the following information regarding these risks, together
with other information contained in this prospectus, before you decide to buy
our common stock. If the following risks occur, our business, results of
operations and financial condition would likely suffer. Under these
circumstances, the market price of our common stock could decline and you may
lose all or part of the money you paid for our common stock.
Our operating results are affected by a variety of factors
Our 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 our products and services;
. changes in technologies in the semiconductor industry which could
affect demand for our products and services;
. changes in testing processes;
. the impact of competition;
. the lack of long-term purchase agreements with customers;
. changes in military or commercial testing specifications which could
affect the market for our products and services;
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. 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 our control.
Unfavorable changes in these or other factors could materially and adversely
affect our financial condition or results of operations.
The semiconductor industry cycles have a large effect on our business
Our business depends primarily upon the capital expenditures of
semiconductor manufacturers, assemblers and other testing companies worldwide.
These industries 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 and cyclical, with periodic capacity
shortages and excess capacity. In periods of excess capacity, the industry
sharply cuts its purchases of capital equipment, including our products, and
reduces testing volumes, including our testing services. Excess capacity also
causes downward pressure on the selling prices for our products and services.
Our operating results have been adversely affected by past downturns and
slowdowns. There is no assurance that there will not be downturns or slowdowns
in the future that may adversely affect our financial condition or operating
results. In addition, if one or more of our primary customers reduces its or
their purchases or use of our products or testing services, our financial
results could be materially and adversely affected. We anticipate that we will
continue to be primarily dependent on the semiconductor industry for the
foreseeable future.
Rapid technological changes may make our products obsolete or result in
decreased prices or increased expenses
Technology changes rapidly in the semiconductor industry and may make our
services or products obsolete. Advances in technology may lead to significant
price erosion for products tested with our older testing technologies. Our
success will depend in part on our ability to develop and offer more advanced
testing technologies and processes in the future, to anticipate both future
demand and the technology to supply that demand, to enhance our current products
and services, to provide those products and services at competitive prices on a
timely and cost-effective basis and to achieve market acceptance of those
products and services. To accomplish these goals, we may be required to incur
significant engineering expenses. As new products or services are introduced, we
may experience warranty claims or product returns. We may not be able to
accomplish these goals correctly or timely enough. If we fail in our efforts,
our products and services may become obsolete or less competitive.
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Our dependence on international sales involves significant risk
Sales and services to customers outside of the United States accounted
for approximately 65%, 76% and 86% of our net revenues for fiscal 1999, 1998 and
1997, respectively. Approximately 54%, 65% and 78% of our net revenues in fiscal
1999, 1998 and 1997, respectively, were generated from business in Southeast
Asia. 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. International business operations may be
adversely affected by many factors including political, economic and business
events and social and cultural differences.
We may incur losses due to foreign currency fluctuations
A portion of our revenues are denominated in Singapore, Malaysian and
other currencies. Consequently, a portion of our costs, revenues and operating
margins may be affected by fluctuations in exchange rates, primarily between the
U.S. Dollar and such foreign currencies. Historically, we have not tried to
reduce our exposure to exchange rate fluctuations. However, we may choose to do
so in the future. We may not be able to do so successfully. Accordingly, we may
experience economic loss and a negative impact on earnings as a result of
foreign currency exchange rate fluctuations.
We are also affected by fluctuations in exchange rates if there is a
mismatch between our foreign currency denominated assets and liabilities. The
mismatch results in foreign currency translation adjustments on our financial
statements. These foreign currency translation adjustments are reflected under
"other comprehensive income (loss)." Those adjustments resulted in other
comprehensive income of $147,000 in fiscal 1999, other comprehensive loss of
$2,164,000 in fiscal 1998 and other comprehensive income of $57,000 in fiscal
1997.
We do not rely on patents to protect our products or technology
We hold U.S. patents relating to our pressurization humidity testing
equipment and certain aspects of our Arctic temperature test systems.
Additionally, in 1999, we filed a patent application for certain aspects of our
new ranges of Arctic temperature chucks. However, generally we do not rely on
patent or trade secret protection for our products or technology. Competitors
may be able to copy and replicate our technology and designs. Competitors may
develop technologies similar to or more advanced than ours. We cannot assure you
that our current or future products will not be copied or will not infringe on
the 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. We face competition from established and potential new
competitors, many of whom have greater financial, engineering, manufacturing and
marketing resources than our Company's resources. New products or testing
facilities offered by our competitors could cause a decline in our revenues or a
loss of market acceptance of our existing products and services. Increased
competitive pressure could also lead to intensified price-based competition.
Price-based competition may result in lower prices, adversely affecting our
operating results.
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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 our revenues from product sales and testing revenues. Our
experience has been that sales to particular customers may fluctuate
significantly from quarter to quarter and year to year. In fiscal 1999, 1998,
and 1997, sales of services to our two largest customers accounted for
approximately 35%, 16% and 29%, respectively, of our net revenues. Our ability
to maintain close, satisfactory relationships with our customers is essential to
our stability and growth. The loss of or reduction or delay in orders from our
significant customers, or delays in collecting accounts receivable from our
significant customers, could adversely affect our financial condition and
results of operations.
Limited market for certain of our products and services
If we or our competitors sell testing equipment to semiconductor
manufacturers and assemblers, the likelihood that they will make further
purchases of such equipment, or that they will contract for testing services by
our laboratories, may be affected. Although military or other specifications
require certain testing to be done by independent laboratories, over time other
current customers may have less need for our testing services. We have
experienced a gradual increase in the percentage of revenues derived from
testing services, as compared to product sales. We believe that there is a
growing trend toward outsourcing of the integrated circuit test process. As a
result, we anticipate continued growth in the test laboratory business. However,
in an attempt to diversify our sales mix, we may seek to develop and introduce
new or advanced products, and to acquire other companies in the semiconductor
equipment manufacturing business.
Acquisition and integration of new businesses could disrupt our ongoing
business, distract management and employees, increase our expenses and adversely
affect our business
We anticipate that a portion of any future growth will be accomplished
through the acquisition of other entities. In that regard, in March 2000, we
executed a letter of intent for the acquisition of Thermo Voltek Corp. doing
business as KeyTek. See "Recent Developments" below. The success of those
acquisitions will depend, in part, on our ability to integrate the acquired
personnel, operations, products, services and technologies into our
organization, to retain and motivate key personnel of the acquired entities and
to retain the customers of those entities. We may not be able to identify
suitable acquisition opportunities, obtain financing on acceptable terms to
bring the acquisition to fruition or to integrate such personnel, operations,
products or services. The process of identifying and closing acquisition
opportunities and integrating acquisitions into our operations may distract our
management and employees, disrupt our ongoing business, increase our expenses
and materially and adversely affect our operations. We may also be subject to
certain other risks if we acquire other entities, such as the assumption of
additional liabilities. We may issue additional equity securities or incur debt
to pay for future acquisitions. If we issue additional equity securities, your
percentage interest of our company would be reduced.
We are highly dependent on key personnel
Our success has depended, and, to a large extent will depend, on the
continued services of Yong Siew Wai, our President and Chief Executive Officer,
Victor H. M. Ting, our Senior Vice President and Chief Financial Officer, and
our other key senior executives and
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engineering, marketing, sales, productions and other personnel. We do not have
an employment agreement with Mr. Yong or Mr. Ting, but we are 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 has "key man" life insurance in the amount of $3
million on Tony DiPiero, the President of our subsidiary Universal Systems. The
loss of these key personnel, who would be difficult to replace, could harm our
business and operating results. Competition for management in our industry is
intense. Thus, we may be unsuccessful in attracting and retaining the executive
management and other key personnel that we require.
Our management has significant influence over corporate decisions
Currently our officers and directors and their affiliates beneficially
own approximately 42.7% of the outstanding shares of common stock, including
options and/or warrants held by them that are exercisable within 60 days of the
date of this prospectus. As a result, they may be able to significantly
influence matters requiring approval of the shareholders, including the election
of directors, and may be able to delay or prevent a change in control of Trio-
Tech International.
We have not paid cash dividends
We have never paid any cash dividends on our common stock. We anticipate
that the future earnings, if any, will be retained for use in the business or
for other corporate purposes. We do not expect to pay cash dividends on our
common stock in the future.
Possible dilutive effect of outstanding options and warrants
As of May 22, 2000, there were 1,222,788 shares of common stock reserved
for issuance upon exercise of outstanding stock options and warrants, including
the shares covered by this prospectus and shares covered by employee options.
The outstanding options and warrants are currently exercisable at exercise
prices ranging from $3.00 to $8.00 per share. We anticipate that the trading
price of our common stock at the time of exercise of any outstanding such
options or warrants will exceed the exercise price under those options and
warrants. Thus such exercise will have a dilutive effect on our shareholders.
The market price for our common stock is subject to fluctuation
The trading price of our common stock has from time to time fluctuated
widely. The trading price may similarly fluctuate in the future in response to
quarter-to-quarter variations in our operating results, announcements of
innovations or new products by us or our 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.
Fluctuations in the trading price of our common stock may adversely affect the
future trading price of our common stock.
RECENT DEVELOPMENTS
In March 2000, we executed a letter of intent to acquire all of the
issued and outstanding capital stock of Thermo Voltek Corp. (doing business as
KeyTek) an indirect, wholly owned subsidiary of Thermo Electron Corporation.
KeyTek is a leading supplier of
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test equipment used to certify that electronic products meet ULL and CE
standards for electromagnetic compatibility, as well as equipment to test
semiconductor devices and wafers for electrostatic discharge, electrical
overstress, electrical fast transients and related phenomena. The proposed
purchase price for the capital stock is $6,040,000 cash, subject to a post-
closing adjustment based on net book value.
The proposed transaction is subject to a due diligence review, the
negotiation and execution of a mutually acceptable stock purchase agreement, the
approval of the transaction by our board of directors and the board of directors
of each of KeyTek and its sole stockholder, our receipt of financing in an
amount of approximately $7,000,000 on terms satisfactory to us, and our receipt
of satisfactory assurances that the key employees of KeyTek will remain
employees after the closing.
We propose to finance the acquisition of KeyTek primarily through the
issuance of convertible notes in the aggregate principal amount of $6,000,000.
The notes will be subordinated to existing bank debt, have a 36 month term, be
convertible into our common stock at $7.50 per share (subject to certain anti-
dilution adjustments) and bear interest at the rate of 6% per annum. The notes
will be accompanied by 36-month warrants to purchase up to a maximum of 200,000
shares of our common stock (subject to certain anti-dilution adjustments) at an
exercise price of $10.00 per share. We anticipate that the notes will be
convertible, at our option, if the shares of common stock underlying the notes
are registered with the Securities and Exchange Commission and our common stock
has traded at or above $15.00 (200% of the initial conversion price) for a
period of 20 consecutive trading days. We intend to file a registration
statement with the Securities and Exchange Commission to register all of the
shares of our common stock underlying such notes and warrants following the
closing of the note financing.
In April 2000, we modified certain of the warrants issued in 1997, the
shares of which are covered hereby, to provide that if such warrants were
exercised prior to April 28, 2000, the holder thereof would receive a new
warrant to purchase, at $8.00 per share, one share of our common stock for each
two shares acquired upon such warrant exercise. We then extended the offer to
May 10, 2000. In connection with the foregoing, ten warrant holders exercised
their warrants for a total of 73,740 shares of our common stock for an aggregate
purchase price of $368,700. Those ten persons were issued new warrants to
purchase, at $8.00 per share, an aggregate of 36,870 shares of our common stock,
which warrants expire in May 2002. Both the shares acquired upon exercise of the
warrants and the shares covered by the warrants issued in May 2000 are covered
by this prospectus.
We may use some or all of the proceeds, if any, from the exercise of the
warrants and option, the underlying shares of which are covered by this
prospectus, in connection with the acquisition of KeyTek.
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SELLING SECURITYHOLDERS
In January 1997, we entered into a six month agreement with Spencer Trask
Securities Incorporated to provide us with advice regarding financial planning,
corporate organization and structure, financial matters in connection with our
operations, private and public equity and debt financing and acquisitions,
mergers and other similar business combinations. In partial consideration for
its services, we issued to Spencer Trask Securities Incorporated a five year
warrant to purchase 30,000 shares of our common stock at $4.67 per share (as
adjusted for a three for two stock split in September 1997) and a five year
warrant to purchase 22,500 shares of our common stock at $5.67 per share (as
adjusted for the September 1997 three for two stock split). A portion of those
warrants were subsequently transferred to certain individuals with Spencer Trask
Securities Incorporated.
In September 1997, we entered into a twelve month consulting agreement
with Paragon Capital Corporation to provide the Company with advice concerning
financial planning, corporate organization and structure, financial matters in
connection with our operations, private and public equity and debt financing and
acquisitions, mergers and other similar business combinations. In partial
consideration for services rendered, we issued to Paragon Capital Corporation a
five-year warrant to purchase 15,000 shares of our common stock at $5.34 per
share and to a principal of Paragon Capital Corporation a five-year warrant to
purchase 15,000 shares of our common stock at $5.34 per share (in each case, as
adjusted for the September 1997 three for two stock split).
In October and November 1997, we completed a private placement financing
by which we sold a total of 699,200 shares of our common stock at $5.34 per
share and issued warrants to purchase a total of 349,600 shares of our common
stock at $7 per share, Series A Warrants to purchase up to a total of 69,920
shares of our common stock at $5.34 per share and Series B Warrants to purchase
up to a total of 34,960 shares of our common stock at $7 per share.
In November 1997, we acquired KTS Incorporated, doing business as
Universal Systems, a manufacturer of wet-process stations. In connection with
that acquisition, we issued granted to Tony DiPiero, the founder, sole
shareholder and chief executive officer of Universal Systems, 37,500 shares of
our common stock and granted him an option to purchase 75,000 shares of our
common stock at $6.67 per share.
On December 7, 1999, we repriced the exercise price under all of the
above-described warrants (except the Spencer Trask Securities Incorporated
warrant that is exercisable for 30,000 shares at $4.67 per share) and option to
$5.00 per share, which price was above the last sales price of our common stock
as reported by American Stock Exchange on that date.
In April 2000, we modified the warrants issued in connection with the
private placement financing described above to provide that if such warrants
were exercised prior to April 28, 2000, the holders thereof would receive a new
warrant to purchase, at $8.00 per share, one share of our common stock for each
two shares acquired upon such warrant exercise. We then extended the offer to
May 10, 2000. In connection with the foregoing, ten warrant holders exercised
their warrants for a total of 73,740 shares of our common stock for an aggregate
purchase price of $368,700. Those ten persons were issued new warrants to
purchase, at $8.00 per share, an aggregate of 36,870 shares of our common stock,
which warrants expire in May 2002.
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The shares of our common stock being offered by this prospectus represent
the shares of common stock that were issued upon the exercise in May 2000 of
warrants issued in 1997, shares of common stock that may be issued upon exercise
of the warrants issued in 1997 as well the warrants issued in May 2000, shares
of common stock that may be issued upon exercise of the option described above
and the shares of common stock issued to Mr. DiPiero. The shares, including
those, if any, acquired upon the exercise of warrants or the option, may be sold
or offered for sale by the holders of those shares.
Although the Series A Warrants and the Series B Warrants provide for both
demand and "piggyback" registration rights and the Paragon Capital Corporation
Warrant provides for "piggyback" registration rights, the holders have not
formally exercised any of those rights. We have determined to register the
shares covered by this prospectus to encourage exercise of all of the warrants
and the option, thereby simplifying our capital structure. We have informed the
holders of the warrants and the option that we are registering the shares
underlying their warrants and option, as well as the 37,500 shares issued to Mr.
DiPiero .
None of the selling securityholders or any of their affiliates had or has
any material relationship with Trio-Tech International or our officers,
directors or affiliates within the past three years, except as noted in the
table below.
The following table sets forth as of the date of this prospectus the
number and percent of shares of common stock beneficially owned by each of the
securityholders who may offer or are offering shares by this prospectus, the
number of shares of common stock offered by this prospectus by each of those
securityholders, and the number and percent of shares of our common stock that
will be beneficially owned by each of them after the completion of this offering
(assuming the sale of all shares offered hereby):
<TABLE>
<CAPTION>
Number of
Shares
Before Offering Being Offered After Offering
------------------------- ------------- --------------
Number of Number of
Selling Shares Shares
Securityholders Beneficially Beneficially
--------------- Owned(1) Percent(2) Owned(1)(3) Percent (2)
------------ ---------- ------------- -----------
<S> <C> <C> <C> <C> <C>
The Leonard & Joyce Wilstein Revocable 27,600 1.0% 9,200 18,400 *
Trust of 1986
Ron J. Wilstein 11,040 * 3,680 7,360 *
1994 Gary & Kathryn Wilstein 11,040 * 3,680 7,360 *
1994 Revocable Trust UAD 9/28/94
Susan Wilstein 23,460 * 7,820 15,640 *
The Denise Wilstein Trust of 1985 27,370 1.0 11,730 15,640 *
The Century Trust Dated 12/19/94 28,980 1.0 12,420 16,560 *
David Wilstein 32,200 1.1 13,800 18,400 *
Andrew D. Gilmour, Inc. 12,880 * 5,520 7,360 *
Watson Investment Partners, LP 22,080 * 7,360 14,720 *
TRTC Acquisition, LLC 16,836 * 5,612 11,224 *
Paulson Partners 8,280 * 2,760 5,520 *
Fong Kan Sin(6) 37,140 1.3 2760 34,380 1.2
Chang Geok Lan 5,520 * 1,840 3,680 *
Soh Theng Tat 5,520 * 1,840 3,680 *
</TABLE>
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<TABLE>
<CAPTION>
Number of
Shares
Before Offering Being Offered After Offering
------------------------- ------------- --------------
Number of Number of
Selling Shares Shares
Securityholders Beneficially Beneficially
--------------- Owned(1) Percent(2) Owned(1)(3) Percent (2)
------------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Low Leng Kwee 6,440 * 2,760 3,680 *
BHC Securities Inc. C/F SDIRA 5,520 * 1,840 3,680 *
SEP Richard C. Ross
Three Sticks Fund, LP 110,400 4.0 36,800 73,600 2.6
Richard Adelman 12,420 * 4,140 8,280 *
Delaware Charter Gty & Trust 11,040 * 3,680 7,360 *
FBO Richard Adelman
Tan Sim Seng 30,360 1.1 10,120 20,240 *
Robert L. Ciano 11,040 * 3,680 7,360 *
Soon Siew Kuan(7) 33,120 1.2 11,040 22,080 *
Lim Hwee Poh(8) 48,320 1.7 6,440 41,880 1.5
Simon Costello(4) 34,441 1.2 3,450 30,991 1.1
Lee A. Levine 41,400 1.5 13,800 27,600 *
John N. McVey 5,520 * 1,840 3,680 *
C and C Capital Partnership 6,900 * 2,300 4,600 *
Camille Claudel Corporation 5,520 * 1,840 3,680 *
Charles C. Myers 20,700 * 6,900 13,800 *
Gene Salkind 20,700 * 6,900 13,800 *
Linda Argenziano 6,900 * 2,300 4,600 *
Anthony Abramo 5,520 * 1,840 3,680 *
Leonard Brawer & Alan Brawer JTWROS 6,900 * 2,300 4,600 *
Leonard Brawer & Sari Kaplan JTWROS 6,900 * 2,300 4,600 *
Ventana Partners, L.P. 84,020 3.0 34,340 49,680 1.8
Stephen S. Kutz 31,740 1.1 10,580 21,160 *
Arthur Rogovin & Sandra Rogovin JTIC 6,072 * 2,024 4,048 *
Page Distributing Co. Inc. 11,040 * 3,680 7,360 *
Felipe S. Cruz Revocable Trust 6,900 * 2,300 4,600 *
Nancy E. Levine 28,846 1.0 19,646 9,200 *
Frank S. Gavin(5) 87,076 3.1 8,280 78,796 2.8
George Plaut 6,900 * 2,300 4,600 *
Edward V. Wilkinson 5,520 * 1,840 3,680 *
Nations Bank of Texas, N.A., custodian 46,920 1.7 15,640 31,280 1.1
for Aurora Foundation
Lai Keet Yee 11,040 * 3,680 7,360 *
Delaware Charter Gty & Trust FBO 61,180 2.2 26,220 34,960 1.3
Jack Gilbert
Richard Cullen 9,660 * 3,220 6,440 *
Joan F. Bick 8,050 * 3,450 4,600 *
Sheila Ann Sidlett Gunther 5,520 * 1,840 3,680 *
Harold Mervin Holland and Renee 5,520 * 1,840 3,680 *
Gindi Holland Trust UDT 4/27/88
Robert Ginberg 6,762 * 2,254 4,508 *
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares
Before Offering Being Offered After Offering
----------------------- ------------- --------------
Number of Number of
Selling Shares Shares
Securityholders Beneficially Beneficially
--------------- Owned(1) Percent(2) Owned(1)(3) Percent (2)
------------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Leonard Levine 3,450 * 1,150 2,300 *
Fandetti Family Partnership, Ltd. 6,900 * 2,300 4,600 *
Orrin Devinsky 13,800 * 4,600 9,200 *
Suraj Puri 11,040 * 3,680 7,360 *
Amy Cook Gavin 6,900 * 2,300 4,600 *
Samuel Louis Horowitz 13,800 * 4,600 9,200 *
Michael Aaron Horowitz 13,800 * 4,600 9,200 *
John S. Byers 5,520 * 1,840 3,680 *
Generation Capital Associates 26,220 * 8,740 17,480 *
Thomas W. Larson 13,800 * 4,600 9,200 *
Robert Kirk 11,040 * 3,680 7,360 *
Tony DiPiero (9) 112,500 4.1 112,500 0 *
Jason Adelman (10) 60,115 2.5 37,565 30,550 1.1
Spencer F. Segura 13,125 * 13,125 0 *
William P. Dioguardi 5,250 * 5,250 0 *
Laura M. McNamara 1,575 * 1,575 0 *
Oshkim Limited Partners, L.P. 2,625 * 2,625 0 *
Spencer Trask Holdings 16,800 * 16,800 0 *
Paragon Capital Corporation 15,000 * 15,000 0 *
Frank Argenziano 8,967 * 8,967 0 *
Susan Kutz 1,048 * 1,048 0 *
Roger Franklin 4,719 * 4,719 0 *
Danny Levine 17,950 * 17,950 0 *
Jody Levine 14,880 * 14,880 0 *
Marc Levine 17,950 * 17,950 0 *
Scott Levine 14,880 * 14,880 0 *
-------
TOTAL 686,350 0 *
=======
</TABLE>
______________
* 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 the shares offered hereby which
are issuable upon exercise of the warrants or option, as the case may be.
(2) Based on 2,764,957 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 that person, but
are not deemed to be outstanding as to any other person.
(3) The table assumes that each of the selling securityholders will dispose
of all shares that are being registered for sale by this prospectus.
(4) Mr. Costello is an employee of Trio-Tech International and holds the
position of Corporate Vice-President-U.S.A. and Europe Operations.
(5) Mr. Gavin is a director of Trio-Tech International.
11
<PAGE>
(6) Mr. Fong is an employee of Trio-Tech International and holds the position
of Corporate Vice-President-Distribution.
(7) Mrs. Lee is an employee of Trio-Tech International and holds the position
of Group Logistics Manager.
(8) Mr. Lim is an employee of Trio-Tech International and holds the position
of Corporate Vice-President-Testing.
(9) Mr. DiPiero is an employee of Trio-Tech International and holds the
position of President of Universal Systems, a subsidiary of Trio-Tech
International.
(10) Mr. Adelman was an employee of both Spencer Trask Securities Incorporated
and Paragon Capital Corporation at the time of the issuance to those
entities of the warrants described above. Mr. Adelman is a director of
Trio Tech International and has served in that capacity since April 1997.
PLAN OF DISTRIBUTION
Securityholders are offering the shares of our common stock covered by
this prospectus. The 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 those securityholders
and/or the purchasers of those shares for whom they may act as agents. Selling
securityholders and any such underwriters, dealers or agents that participate in
the distribution of any of the shares may be deemed to be underwriters under the
Securities Act of 1933, and any profit on the sale of those 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 of 1933. 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 American Stock Exchange, 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 any 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.
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 being offered hereby 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 being offered
12
<PAGE>
hereby, which the broker-dealer may resell or otherwise transfer pursuant to
this prospectus. The selling securityholders may also loan or pledge the shares
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 our knowledge, there are
no selling arrangements between any selling securityholders and any broker-
dealer.
We have informed the selling securityholders that we will use our best
efforts to keep the registration statement of which this prospectus forms a part
effective until all of the shares covered thereby 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 state, 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 covered by this prospectus may be sold in
accordance with Rule 144 under the Securities Act. Pursuant to the terms of
certain of the warrants, the shares underlying which are covered hereby, we
agreed to indemnify the holders thereof 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 those holders may incur under the
Securities Act.
We will bear all costs and expenses of the registration under the
Securities Act of 1933 and certain state securities laws of the shares, other
than any commissions payable with respect to sales of the shares.
We have advised the securityholders named in this prospectus that the
anti-manipulation rules of Regulation M promulgated by the SEC may apply to
sales in the market. We have also advised them 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 of 1933. During any time when a supplement or amendment is
required, the securityholders are required to cease sales until this prospectus
has been supplemented or amended.
We will receive the exercise price for any shares acquired by a
securityholder upon any exercise of his, her or its warrant or option the shares
underlying which are covered by this prospectus. Those proceeds will be used for
general working capital purposes and may be used to finance acquisitions,
including without limitation the acquisition of KeyTek. We will not receive any
of the proceeds from the sale by selling securityholders of any of the shares
offered by this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
13
<PAGE>
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits to that registration
statement. Statements in this prospectus as to the contents of any of the
documents filed as exhibits to that registration statement are summaries of the
material provisions of those documents. The summaries are qualified in all
respects by reference to the full text of those documents. You should read the
registration statement for further information regarding us and our common
stock.
You may read and copy the registration statement of which this prospectus
is a part and our reports, proxy statements and other information at the SEC's
public reference facilities at Room 1024, 450 Fifth Street, N.W. Washington,
D.C. 20549, as well as at the SEC's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at
Seven World Trade Center, 13/th/ Floor, New York, New York 10048. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference rooms. The SEC maintains a world wide web
site on the Internet at "http://www.sec.gov" that contains reports, proxy and
information statements and other information regarding our company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information and
reports we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. We have filed the
following documents with the SEC under the Securities Exchange Act of 1934 and
incorporate those documents in this prospectus by reference:
. Annual Report on Form 10-K for the fiscal year ended June 25,1999;
. Quarterly Report on Form 10-Q for the fiscal quarter ended
September 24, 1999;
. Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1999;
. Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2000;
. All other reports filed with the SEC pursuant to Section 13 and
15(d) of the Exchange Act since June 25, 1999; and
. The description of the common stock set forth in our Registration
Statement on Form 8-A filed on September 28, 1998, including any amendment or
report subsequently filed by us for the purpose of updating that description.
We also incorporate by reference in this prospectus all documents filed
by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this prospectus and prior to the termination of
the offering of the shares offered hereby, making those documents a part of this
prospectus from the date of their filing. Any information or report that we file
with the SEC after the date of this prospectus or after any document
incorporated in this prospectus will automatically update and supersede the
14
<PAGE>
information in this prospectus and any document incorporated in this prospectus
which was filed before such later filed information or report.
We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request, 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. You may request copies
of these documents by writing or telephoning us as follows:
Trio-Tech International
355 Parkside Drive
San Fernando, California 91340
(818) 365-9200
Attention : Corporate Secretary
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been passed
upon by Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation, Los
Angeles, California.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended June
25, 1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
15
<PAGE>
You should rely only on the information contained in this document or
those documents to which we have referred you. We have not authorized anyone to
provide you with information that is different. This prospectus is an offer to
sell or to buy only the shares offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
TABLE OF CONTENTS
Heading Page
------- ----
Forward-Looking Statements........................ 2
Risk Factors...................................... 2
Recent Developments............................... 6
Selling Securityholders........................... 8
Plan of Distribution.............................. 12
Where you can Find More Information............... 13
Incorporation of Certain Documents by Reference... 14
Legal Matters..................................... 15
Experts........................................... 15
TRIO TECH INTERNATIONAL
686,350 Shares
Common Stock
__________________
Prospectus
__________________
____ __, 2000
<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.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SEC registration fee....................................... $ 747.44
Accounting fees and expenses............................... $ 5,000.00
Legal fees and expenses.................................... $10,000.00
Blue Sky fees and expenses................................. $ 2,000.00
Miscellaneous.............................................. $ 5,000.00
----------
Total.................................................... $22,747.44
==========
</TABLE>
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 permit and its Bylaws 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.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers under the Securities Act of 1933,
as amended.
Certain of the warrants the underlying shares of which are covered hereby
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.
(1)
<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:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.1 Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of
Registration Statement No. 333-41453)
4.2 Form of Warrants dated May 10, 2000
5 Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation
(contained in Exhibit 5).
24 Power of Attorney (included on signature page).
</TABLE>
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;
(2)
<PAGE>
(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;
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.
(3)
<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 May 30, 2000.
TRIO-TECH INTERNATIONAL
By: s/A. CHARLES WILSON
-------------------
A. Charles Wilson,
Chairman of the Board
POWER OF ATTORNEY
Each of the persons whose signature appears below hereby constitutes and
appoints A. Charles Wilson his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to do any and all things and to execute
any and all instruments which said attorney-in-fact and agent deems necessary or
advisable to enable Trio Tech International to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof in connection with this Registration
Statement to the same extent that he could do in person, including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign his name on any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same with all exhibits and
schedules to, and other documents in connection with, this Registration
Statement with the Securities and Exchange Commission. Each of the undersigned
does hereby ratify and confirm all that said attorney-in-fact 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----
<S> <C> <C>
s/A. CHARLES WILSON Director and Chairman of the Board May 30, 2000
------------------------
A. Charles Wilson
s/YONG SIEW WAI Director, President and Chief Executive May 30, 2000
------------------------ Officer (Principal Executive Officer)
Yong Siew Wai
s/VICTOR H.M.TING Senior Vice President and Chief Financial May 30, 2000
------------------------ Officer (Principal Financial and Accounting Officer)
Victor H. M. Ting
s/JASON T. ADELMAN Director May 30, 2000
------------------------
Jason T. Adelman
s/FRANK S. GAVIN Director May 30, 2000
------------------------
Frank S. Gavin
s/RICHARD M. HOROWITZ Director May 30, 2000
------------------------
Richard M. Horowitz
s/F.D. (CHUCK) ROGERS Director May 30, 2000
------------------------
F. D. (Chuck) Rogers
s/WILLIAM L. SLOVER Director May 30, 2000
------------------------
William L. Slover
</TABLE>
(4)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.1 Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of
Registration Statement No. 333-41453)
4.2 Form of Warrants dated May 10, 2000
5 Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation
(contained in Exhibit 5).
24 Power of Attorney (included on signature page).
</TABLE>
