<PAGE>
As filed with the Securities and Exchange Commission on June 26, 2000
Registration Statement No. 333-_________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Trio-Tech International
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(Exact name of registrant as specified in its charter)
California 95-2086631
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 Parkside Drive
San Fernando California 91340
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(Address of Principal Executive Offices) (Zip Code)
1998 Stock Option Plan
Directors Stock Option Plan
The Trio-Tech 1989 Stock Option Plan
Individual written stock options
(for William Slover, Victor Ting, Simon Costello, Terry Fong, Richard Lim, Soon
Siew Kuan, L.H. Poh, Brian Massey, B.K. Chang, K.H. Lim, S.W. Yong)
_____________________________________________________
(Full title of the plans)
A. Charles Wilson
355 Parkside Drive
San Fernando, California 91340
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(Name and address of agent for service)
(818) 365-9200
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
=============================================================================================================
Title of Amount Proposed Proposed Amount of
securities to to be maximum maximum registration
be registered registered offering aggregate fee (1)
(1) price per share offering price
(1)
=============================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
no par value 300,000 (2) $6.625 (3) $ 1,987,500 $524.70 (2)(3)
(2)(3)
==============================================================================================================
Common Stock,
no par value 150,000 (4) $6.625 (3) $ 993,750 $262.35
(3)(4) (3)(4)
==============================================================================================================
Common Stock,
no par value 1,313 (5) $ 3.00 (6) $ 3,939 (5)(6) $ 1.04 (5)(6)
==============================================================================================================
Common Stock,
no par value 5,625 (5) $ 3.67 (6) $ 20,643.75 $ 5.45 (5)(6)
(5)(6)
==============================================================================================================
Common Stock,
no par value 36,375 (7) $ 3.00 (6) $109,125 (6)(7) $ 28.81(6)(7)
==============================================================================================================
Common Stock,
no par value 22,500 (7) $ 3.67 (6) $ 82,575 (6)(7) $ 21.80(6)(7)
==============================================================================================================
TOTAL: 515,813 (2) (5) N/A $ 3,197,532.75 $ 844.15
(7) (2)- (7) (2)-(7)
==============================================================================================================
</TABLE>
(1) This Registration Statement also covers such indeterminable additional
number of shares as may become deliverable as a result of any future
adjustments in accordance with the terms of said Plans or individual stock
options, as applicable.
(2) The number of shares of Common Stock is the maximum number of shares
deliverable upon the exercise of options which have been or may be granted
pursuant to Registrant's 1998 Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee, and
based upon $6.625 per share, representing the average of the high and low
prices reported on the American Stock Exchange on June 21, 2000 in
accordance with Rule 457(c) and Rule 457(h).
(4) The number of shares of Common Stock is the maximum number of shares
deliverable upon the exercise of options which have been or may be granted
pursuant to Registrant's Directors Stock Option Plan.
(5) The number of shares of Common Stock is the maximum number of shares
deliverable upon the exercise of options which were granted pursuant to The
Trio-Tech 1989 Stock Option Plan at the price indicated.
(6) Calculated solely for the purpose of determining the registration fee and
based upon the price per share at which the stock options may be exercised.
(7) The number of shares of Common Stock is the maximum number of shares
deliverable upon the exercise of the individual stock options covering such
shares.
<PAGE>
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
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The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, which are in file with the Commission, are incorporated by
reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended June
25, 1999.
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 24, 1999.
(c) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1999.
(d) Registrant's quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000.
(e) The description of Registrant's Common Stock, no par value, registered
under Section 12(b) of the Securities Exchange Act of 1934, as amended,
contained in Registrant's Registration Statement on Form 8-A, dated
September 28, 1997, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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<PAGE>
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
omissions 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 or receipt of improper personal benefits. Registrant's Board
of Directors believes that such provisions have become commonplace among major
corporations and are beneficial in attracting and retaining qualified directors.
Registrant's Articles of Incorporation include such provisions.
Registrant's Articles of Incorporation permit and its Bylaws impose a
mandatory obligation upon the Registrant 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 Registrant. In addition, Registrant has entered into
indemnification agreements with each of its directors and officers providing for
the maximum indemnification permitted or authorized by law.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers under the Securities Act of 1933,
as amended.
Item 7. Exemption From Registration Claimed.
------ -----------------------------------
Not applicable.
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<PAGE>
Item 8. Exhibits.
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Exhibit
Number Description
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5 Opinion and Consent of Counsel
23 Consent of Independent Accountants
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the regis tration 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 the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
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<PAGE>
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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<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-8 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 June 26, 2000.
TRIO-TECH INTERNATIONAL
By: /s/ A.CHARLES WILSON
-----------------------
A. Charles Wilson,
Chairman of the Board
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 Chairman and Director June 26, 2000
------------------------
A. Charles Wilson
/s/ S.W. YONG President, Chief Executive June 26, 2000
------------------------ Officer and Director
S.W. Yong (Principal Executive Officer)
/s/ VICTOR H.M. TING Corporate Vice-President June 26, 2000
------------------------ and Chief Financial Officer
Victor H. M. Ting (Principal Financial and
Accounting Officer)
/s/ F.D. (CHUCK) ROGERS Director June 26, 2000
------------------------
F. D. (Chuck) Rogers
/s/ FRANK S. GAVIN Director June 26, 2000
------------------------ Officer and Director
Frank S. Gavin
/s/ RICHARD M. HOROWITZ Director June 26, 2000
------------------------
/s/ JASON T. ADELMAN Director June 26, 2000
------------------------
Jason T. Adelman
/s/ WILLIAM L. SLOVER Director June 26, 2000
------------------------
William L. Slover
</TABLE>
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<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
5 Opinion and Consent of Counsel.
23 Consent of Independent Accountants.
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