<PAGE>
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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[_] 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:
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<PAGE>
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TRIO-TECH INTERNATIONAL
355 Parkside Drive
San Fernando, California 91340
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 8, 2000
The Annual Meeting of Shareholders ("Annual Meeting") of Trio-Tech
International (the "Company") will be held at the Fairmont Miramar Hotel Santa
Monica, located at 101 Wilshire Boulevard, Santa Monica, California, on Friday,
December 8, 2000 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;
2. To approve an amendment to the Directors Stock Option Plan to increase
the number of shares of common stock available thereunder from 150,000
to 300,000 shares; and
3. 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 27, 2000
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.
/S/ DALE C. CHEESMAN
Secretary
October 30, 2000
================================================================================
<PAGE>
TRIO-TECH INTERNATIONAL
355 Parkside Drive
San Fernando, California 91340
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
December 8, 2000
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 Friday, December 8, 2000 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
10, 2000.
The close of business on October 27, 2000 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 2,896,066 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 six candidates receiving the highest number
of affirmative votes will be elected. With respect to the election of directors,
any votes against a candidate or withheld from voting (whether by abstention,
broker non-votes or otherwise) will not be counted and will have no legal effect
on the vote. 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 for the election of the six nominees for directors named
under "Election of Directors" and for approval of the amendment to the Directors
Stock Option Plan. 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 27, 2000,
regarding the beneficial ownership of the Common Stock by (i) all persons known
by the Company to be the beneficial owners of
2
<PAGE>
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 27, 2000 (1) Percent of Class (1)
<S> <C> <C>
Yong Siew Wai 331,924 (2) 10.53%
Richard M. Horowitz 230,701 (3) 7.32%
A. Charles Wilson 231,608 (4) 7.34%
Victor Ting Hock Ming 103,302 (5) 3.28%
William L. Slover 20,000 (6) 0.63%
F.D. (Chuck) Rogers 20,750 (7) 0.66%
Jason Adelman 57,565 (8) 1.83%
Dale C. Cheesman 16,362 (9) 0.52%
Simon Costello 39,691 (10) 1.26%
Terry Fong 45,765 (11) 1.45%
Richard Lim 46,445 (12) 1.47%
All Directors and Officers as a
group (11 persons) 1,144,113 36.28%
</TABLE>
(1) The percentage shown for each individual and for all executive officers and
directors as a group is based upon 2,896,066 shares outstanding. The number
of shares indicated and the percentage shown for each individual and assumes
the exercise of options and warrants that are presently exercisable or may
become exercisable within 60 days from October 27, 2000 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 40,000 shares from the Company at exercise
prices ranging from $2.82 to $5.37 per share.
(3) Includes options to purchase 20,000 shares from the Company at exercise
prices ranging from $2.82 to $5.37. The 210,701 shares held outright are
held in a trust for which Mr. Horowitz serves as a trustee.
(4) Includes options to purchase 40,000 shares from the Company at exercise
prices ranging from $2.82 to $5.37 per share and 191,608 shares held in a
trust for which A. Charles Wilson serves as trustee.
(5) Includes options to purchase 24,500 shares from the Company at exercise
prices ranging from $4.34 to $6.00 per share.
(6) Consists of options to purchase 20,000 shares from the Company at exercise
prices ranging from $2.82 to $5.37 per share.
(7) Includes options to purchase 20,000 shares from the Company at exercise
prices ranging from $2.82 to $5.37 per share.
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<PAGE>
(8) Consists of options and warrants to purchase 57,565 shares from the Company
at exercise prices ranging from $2.82 to $5.37 per share.
(9) Includes options to purchase 5,750 shares from the Company at exercise
prices of $4.34 to $6.00 per share.
(10) Includes options and warrants to purchase 24,650 shares from the Company
at exercise prices of $3.67 to $8.00 per share
(11) Includes options and warrants to purchase 17,920 shares from the Company
at exercise prices of $3.67 to $8.00 per share.
(12) Includes options to purchase 23,440 shares from the Company at exercise
prices of $3.67 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 was one failure 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. Corporate Vice President-Distribution Terry Fong
failed to timely file Form 5, which was subsequently filed on September 20,
2000.
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 six nominees
named below, all of whom are incumbent directors of the Company. It is not
contemplated that any of the nominees will be unable or unwilling to serve as a
director but, if that should occur, the persons designated as Proxy holders will
vote in accordance with their best judgment. In no event will Proxies be voted
for a greater number of persons than the number of nominees named in this Proxy
Statement. Set forth below are the names of each of the six 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 76, 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 47, 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
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<PAGE>
Degree in Business Administration, Graduate Diploma in Marketing Management and
a Diploma in Industrial Management.
Richard M. Horowitz
-------------------
Mr. Horowitz, age 59, 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, 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 78, 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 57, 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 Managing Director of investment banking for Boston based
H.C. Wainwright & Co. in the firm's New York City office. Previously, Mr.
Adelman was employed by 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 30, 2000.
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.
The Board has a standing Compensation Committee, which currently consists
of S.W. Yong, Jason Adelman, F.D. (Chuck) Rogers, and A. Charles Wilson. The
Compensation Committee administers the Company's existing stock
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<PAGE>
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 30,
2000.
Executive Officers
------------------
Victor 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 45, 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 41, 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 46, 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 41, 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.
6
<PAGE>
Lee-Soon Siew Kuan, age 42, 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 58, 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.
APPROVAL OF AMENDMENT TO THE DIRECTORS STOCK OPTION PLAN
On September 30, 1997, the Company's Board of Directors approved the
Directors Stock Option Plan (the "Directors Plan") which was approved by the
shareholders in December 1997. On July 10, 2000, the Board of Directors adopted
an amendment to the Directors Plan to increase the number of shares available
thereunder from 150,000 shares to 300,000 shares.
The purpose of the Directors Plan is to give appropriate compensation to
the Directors of the Company. The Company currently pays to its non-employee
Directors $5,000 per year and $1,500 per meeting attended (and to the Chairman
of the Board $15,000 per year and $4,500 per meeting attended), which the
Company believes is substantially less than directors of comparable public
companies are paid. Directors are also reimbursed for out-of-pocket expenses
incurred in attending meetings. As of the date of this Proxy Statement, there
are no shares available for grant under the Directors Plan.
After approving the proposed amendment to the Directors Plan at the July
10, 2000 Board meeting, the Board granted options for 10,000 shares to each of
the President and the Chairman of the Board, and options for 5,000 shares to
each of the five other non-employee Directors, all at an exercise price of $5.32
per share. These option grants are subject to shareholder approval of the
proposed amendment to the Directors Plan, and if the proposed amendment to the
Directors Plan does not receive the requisite shareholder approval at the Annual
Meeting, these options will be void and of no effect.
The Company believes that the Directors Plan provides the non-employee
Directors and the President of the Company (if he or she is a Director of the
Company), an opportunity to acquire Common Stock of the Company thus creating an
incentive for them to serve on the Board of Directors of the Company and
contribute to its long- term growth and profitability objectives. Thus, the
Board believes that it is appropriate and desireable to increase the number of
shares available for grant under the Directors Plan.
General Provisions. The Directors Plan is administered by the Board of
------------------
Directors or a committee of the Board (the "Administrator"). The persons
eligible to participate in the Directors Plan are the duly elected non-employee
Directors and the President (if he or she is a director of the Company) of the
Company
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(currently six individuals). The Administrator determines the meaning and
application of the provisions of the Directors Plan and related option
agreements.
Options granted under the Directors Plan are nonqualified stock options.
The Directors Plan provides that each participant receives a grant of options,
on the first business day of July in each year, to purchase 5,000 shares of
Common Stock or, in the case of the President and the Chairman of the Board,
10,000 shares of Common Stock. In addition, a participant receives a grant of
options to purchase 5,000 shares of Common Stock upon his or her initial
election to the Board, provided that if such election occurs after December 31
of the fiscal year in which he or she is first elected, such initial grant shall
be for one-half of that number of shares of Common Stock. The exercise price of
each option granted under the Directors Plan is 85% of the fair market value of
the underlying shares on the date of grant. Each option is fully exercisable on
the date of the grant and has a term of five years from the date of the grant.
No options may be granted after September 30, 2007. Options granted under the
Directors Plan are in addition to the cash fee paid to each non-employee
Director.
The market value of the common stock as of October 26, 2000 was $5.25 per
share ( based on the average of the high and low prices reported by AMEX).
Generally, options may be exercised only by the individual to whom the
option is granted, and are not transferable or assignable, except that, in the
event of an optionee's death or legal disability, the optionee's heirs or legal
representatives may exercise the options for a period not to exceed one year.
Termination of Service. Options cease to be exercisable within 30 days
----------------------
after termination of the optionee's service as a Director, other than upon
termination due to death, disability or retirement or upon termination for
cause. Options exercisable within twelve months of death or disability and
within three months of retirement. Upon termination for cause, a participant's
options will be rescinded.
Termination and Amendment of Plan. The Board of Directors may terminate or
---------------------------------
amend the Directors Plan without the approval of the Company's shareholders, but
shareholder approval is required in order to amend the Plan to increase the
number of shares, to change the class of persons eligible to participate in the
Plan, to extend the maximum five-year exercise period or to permit an option
exercise price to be fixed at less than 85% of the fair market value as of the
date of grant.
Antidilution Provisions. The amount of shares reserved for issuance under
-----------------------
the Directors Plan and the terms of outstanding options will be adjusted in the
event of changes in the outstanding Common Stock by reason of stock dividends,
stock splits, reverse stock splits, split-ups, consolidations,
recapitalizations, reorganizations or like events.
Certain Federal Income Tax Consequences. The following is a brief summary
---------------------------------------
of the principal federal income tax consequences of awards under the Directors
Plan based upon current federal income tax laws. The summary is not intended to
be exhaustive and, among other things, does not describe state, local or foreign
tax consequences.
An optionee generally recognizes no taxable income as the result of the
grant of a nonqualified stock option. Upon exercise of such an option, the
optionee normally recognizes ordinary income in the amount of the excess of the
fair market value on the date of exercise over the option price. Upon the sale
of stock acquired by the exercise of a nonqualified stock option, any gain or
loss, based on the difference between the sale price and the fair market value
on the date of recognition of income, will be taxed as short-term or long-term
capital gain or loss, depending upon the length of time the optionee has held
the stock from the date of exercise. No tax deduction is available to the
Company with respect to the grant of the option or the
8
<PAGE>
sale of stock acquired pursuant thereto. The Company would be entitled to a
deduction equal to the amount of ordinary income recognized by the optionee as a
result of the exercise of the option. Special rules apply under Section 16(b) of
the Exchange Act if a participant exercises an option within six months of the
date of grant.
Vote Required. Approval of the amendment to the Directors Plan to increase
-------------
the number of shares available thereunder will require the affirmative vote of
at least a majority in voting interest of the shareholders present in person or
by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and
broker non-votes will not be voted for or against the proposed amendment but
will have the effect of a negative vote since a majority of the shares present
or represented at the meeting is required for approval of the amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
DIRECTORS PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM
150,000 TO 300,000 SHARES.
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 30, 2000 exceeded in the aggregate
$100,000.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
---------------------------------------------------------------
Other
Annual Securities
Name and Fiscal Compen- Underlying
Principal Position Year Salary ($) Bonus ($) sation ($) Options (#)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
S.W. Yong, President 2000 195,347 76,250 5,553 10,000
Chief Executive Officer 1999 209,868 24,100 5,617 10,000
1998 227,349 77,250 5,868 10,000
Victor T.H. Ming, VP 2000 106,896 17,080 5,471 9,000
Chief Financial Officer 1999 108,506 5,302 4,762 3,000
1998 111,364 15,660 4,980 7,500
Simon Costello, VP 2000 108,800 17,373 5,000
Corporate Vice-President 1999 107,362 3,604 18,347 2,500
USA & Europe Operations 1998 101,276 1,936 23,328 2,500
</TABLE>
Singapore officers are also credited with a compulsory contribution to
their provident pension fund of 8% of their total compensation in accordance
with Singapore law. Mr. Costello is also credited with a contribution to his
Ireland pension fund of 10% of his base salary. The estimated annual benefits
due him at retirement age are the contribution plus investment earnings over a
10-year period.
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
9
<PAGE>
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 1988 Stock Option Plan, which was approved by the Board of
Directors in July 1988 and by the shareholders in December 1988, expired by its
terms in July 1998. The expiration of the 1988 Stock Option Plan had no effect
on outstanding options granted thereunder prior to its expiration, some of which
remain outstanding. The following tables contain certain information regarding
options granted under the 1998 Stock Option Plan and options exercised under the
1988 Stock Option Plan:
Option Grants In Last Fiscal Year
---------------------------------
<TABLE>
<CAPTION>
Number of % Of Total
Securities Options
Underlying Granted To Exercise
Options Employees In Price Expiration
Name Granted Fiscal Year ($/sh) Date
---------------- ------------ -------------- ---------- ------------
<S> <C> <C> <C> <C>
S.W. Yong 10,000 10.10% $2.82 7/12/04
Victor T.H. Ming 3,000 9.10% $6.00 3/27/05
Simon Costello 2,500 5.10% $6.00 3/27/05
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of Unexercised
Unexercised In-The-Money
Shares Options at FY-End Options at FY-End
Acquired Value (#) ($)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
---------------- -------------- ---------- ------------------------ --------------------------
<S> <C> <C> <C> <C>
Victor T.H. Ming 6,000 10,980 13,250 / 11,250 136,420 / 64,868
Simon Costello 1,125 1,496 10,750 / 8,750 98,000 / 49,450
</TABLE>
Each director who is not an employee of the Company receives a director's
fee of $5,000 per year, plus $1,500 for each Board meeting attended. The
Chairman of the Board receives a fee of $15,000 per year, plus $4,500 for each
Board meeting attended.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Trio-Tech, composed
of the Chairman, the Chief Executive Officer and two outside directors, is
responsible to recommend to the Board, among other duties, suggestions of and
administration of policies and procedures regarding executive compensation and
criteria for the amounts of such compensation.
The compensation program presently in effect at Trio-Tech International has
three elements: (1) base annual salary; (2) potential annual cash incentive
awards that are based primarily on financial performance of the Company or its
relevant business operating units; and (3) long-term incentives in the form of
stock options. The Committee believes that a significant portion of the total
compensation of the Company's executives should be at risk, based upon the
achievement of pre-established goals.
10
<PAGE>
In determining the compensation levels for the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), the Committee reviewed compensation
policies of other companies, comparable in size, to Trio-Tech.
Base cash compensation
----------------------
For the fiscal year ended June 30, 2000 base cash compensation was
denominated in the currency of Singapore, and the exchange was computed as 1.66,
1.70 and 1.69 Singapore Dollars to US Dollars for 1998, 1999 and 2000
respectively. Singapore officers are also credited with a compulsory
contribution under Singapore's provident pension fund.
Bonuses for 2000
----------------
The Compensation Committee also considered awarding additional
discretionary annual cash bonuses to its executive officers based primarily on
the Company's overall performance and, to a lesser extent, on the contribution
each executive made to the Company's success. The Committee noted that as of
June 25, 1999, the Company's performance was consistent with its business plan
and determined the CEO would retain his right to receive a bonus equal to 5% of
pre-tax profits for the fiscal year ending June 2000.
2000 Compensation of CEO
------------------------
After giving effect to the currency exchange rates and the compulsory
pension fund payment, the CEO's compensation was US$277,150 for fiscal 2000,
compared to US$239,585 in the preceding year.
Stock Options
-------------
The Company's 1998 Stock Option Plan was approved by the Board on September
30, 1997 and the stockholders on December 8, 1997. The purpose of the 1998
Stock Option Plan is to enable the Company to attract and retain top-quality
employees, officers, directors and consultants and to provide them with an
incentive to enhance stockholder return.
In this context, the Compensation Committee reviewed its officers and key-
employees and in recognition of their contributions, they were granted options
in aggregate of 89,000 shares at a price of $6.00.
In addition the Company granted options for 45,000 shares to its directors
under the Directors Stock Option Plan discussed below. These option grants are
subject to shareholder approval of the Directors Plan, and if the Directors Plan
does not receive the requisite shareholder approval at the Annual Meeting, these
options will be void and of no effect.
The Company's Board of Directors unanimously approved the Directors Stock
Option Plan (the "Directors Plan"). The purpose of the Directors Plan is to
give appropriate compensation to the Directors of the Company. The Company
currently pays to its non-employee Directors $5,000 per year and $1,500 per
meeting attended (and to the Chairman of the Board $15,000 per year and $4,500
per meeting attended), which the Company believes is substantially less than
directors of comparable public companies are paid. Directors are also
reimbursed for out-of-pocket expenses incurred in attending meetings. The
Company believes that the Directors Plan will provide non-employee Directors and
the President of the Company (if he or she is a Director of the Company) a
favorable opportunity to acquire
11
<PAGE>
Common Stock of the Company and will create an incentive for them to serve on
the Board of Directors of the Company and contribute to its long-term growth and
profitability objectives.
Dated October 27, 2000
THE COMPENSATION COMMITTEE
A. Charles Wilson, Chair
Jason Adelman
F.D. (Chuck) Rogers
S.W. Yong
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the 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 graph below compares cumulative total return of Trio-Tech
International, the Standard & Poor's 500 Index and the AMEX Composite Index.
The Company believes that this information demonstrates that the compensation
earned by its executive officers fairly reflects the increase in shareholder
value and specifically that the Company has outperformed the Standard & Poor's
500 Index and the AMEX Composite Index during the 2000 fiscal year.
<TABLE>
<CAPTION>
TRIO-TECH INTERNATIONAL STOCK PRICE PERFORMANCE
[PERFORMANCE GRAPH APPEARS HERE]
1993 1994 1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S&P 100.00 98.61 120.91 148.85 196.47 251.67 304.68 322.86
AMEX 100.00 97.66 115.18 132.82 143.37 166.10 183.75 215.49
TRT 100.00 125.00 176.76 187.50 323.24 269.53 203.13 406.25
</TABLE>
* Total Return assumes $100 invested on June 30, 1993 in Trio-Tech
International, the S&P 500 Index and the AMEX Composite Index, including
reinvestment of dividends.
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 30, 2000.
The Board will select independent public accountants for the fiscal year ending
June 2001. 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.
12
<PAGE>
SHAREHOLDER PROPOSALS
---------------------
Shareholders who wish to present proposals at the 2001 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 13, 2001 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 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, 2001.
ANNUAL REPORT ON FORM 10-K
--------------------------
Upon the written request of any shareholder, the Company will provide,
without charge, a copy of the Company's Annual Report on Form 10-K filed with
the Commission for the year ended June 30, 2000. 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 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 30,
2000 is being mailed with this Proxy Statement to shareholders of record for
this meeting.
By Order of the Board of Directors
/S/ DALE C. CHEESMAN
Secretary
13
<PAGE>
AMENDMENT TO DIRECTORS STOCK OPTION PLAN OF TRIO-TECH INTERNATIONAL
The first sentence of Section 4 of the Directors Stock Option Plan of Trio-
Tech International is amended by changing the number "150,000" appearing therein
to the number "300,000."
<PAGE>
TRIO-TECH INTERNATIONAL
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 8, 2000
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 Fairmont Miramar Hotel, 101
Wilshire Blvd., Santa Monica, California on Friday, December 8, 2000 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:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS: [_] FOR all nominees listed below (except [_] WITHHOLD AUTHORITY to vote
as indicated to the contrary below) for all nominees listed below
</TABLE>
Jason T. Adelman, 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. To approve an amendment to the Directors Stock Option Plan to increase the
number of shares of common stock available thereunder from 150,000 to 300,000
shares. FOR [_] AGAINST [_] ABSTAIN [_]; and
3. 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 AND "FOR" THE PROPOSAL
DESCRIBED IN ITEM 2.
(Continued and to be signed on the other side)
(continued from other side)
<TABLE>
<S> <C>
Number of shares held: ______________________ By: _________________________________________
(Print Name)
Dated: _________________________________ 2000 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
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.
</TABLE>
