<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NUMBER 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TAITRON COMPONENTS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
95-4249240
(I.R.S. Employer Identification No.)
25202 ANZA DRIVE, SANTA CLARITA, CALIFORNIA
(Address of Principal Executive Offices)
91355
(Zip Code)
TAITRON COMPONENTS INCORPORATED 1995 STOCK INCENTIVE PLAN
(Full Title of Plan)
STEWART WANG
25202 ANZA DRIVE
SANTA CLARITA, CALIFORNIA 91355
(Name and Address of Agent for Service)
(661) 257-6060
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum
Title of Securities To Be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.001 par value 300,000 $3.56 $1,068,000 $321
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) under the Securities Act of 1933, based upon
the average of the high and low prices on March 16, 2000 as reported on
the Nasdaq Stock Market.
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Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement filed by Taitron Components Incorporated (the
"Registrant") under Registration Number 33-94102, with respect to the securities
offered pursuant to the Registrant's 1995 Stock Incentive Plan, as amended, are
hereby incorporated by reference herein, and the exhibits listed below are
annexed hereto.
ITEM 8. EXHIBITS.
4.1 Registrant's 1995 Stock Incentive Plan, as amended. *
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding
validity of securities.
23.1 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
23.2 Consent of Grant Thorton, LLP.
23.3 Consent of KPMG, LLP
24 Power of Attorney (contained within signature page).
- --------------------------------
* Exhibit previously filed with Form 10Q for the quarter ended June 30, 1998
and incorporated herein by reference.
2
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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 Santa Clarita, State of California, on this 24th day
of March, 2000.
TAITRON COMPONENTS INCORPORATED
(Registrant)
By: /s/ Stewart Wang
-----------------------------
Stewart Wang
Chief Executive Officer
and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Stewart
Wang as his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any or all amendments (including post effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitutes, may
lawfully 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 stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Stewart Wang Chief Executive Officer, March 24, 2000
- ----------------- President and Director
Stewart Wang (Principal Executive Officer)
/s/ Steven Dong Chief Financial Officer March 24, 2000
- ----------------- (Principal Accounting Officer)
Steven Dong (Principal Financial Officer)
/s/ Tzu Sheng Ku Chairman of the Board March 24, 2000
- -----------------
Tzu Sheng Ku
/s/ Winston Gu Director March 24, 2000
- -----------------
Winston Gu
/s/ Richard Chiang Director March 24, 2000
- -----------------
Richard Chiang
/s/ Felix M. Sung Director March 24, 2000
- -----------------
Felix M. Sung
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
4.1 Registrant's 1995 Stock Incentive Plan, as amended.* --
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding
validity of securities. 5
23.1 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1). 5
23.2 Consent of Grant Thorton, LLP. 6
23.3 Consent of KPMG, LLP. 7
24 Power of Attorney (contained within signature page). 3
</TABLE>
- --------------------------------
* Exhibit previously filed with Form 10Q for the quarter ended June 30, 1998 and
incorporated herein by reference.
4
<PAGE>
Exhibit 5.1
[Troop Steuber Pasich Reddick & Tobey LLP Letterhead]
March 24, 1999
Taitron Components Incorporated
25202 Anza Drive
Santa Clarita, California 91355
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to which this letter is attached as Exhibit 5.1
filed by Taitron Components Incorporated, a California corporation (the
"Company"), in order to register under the Securities Act of 1933, as amended,
an additional 300,000 shares of Class A Common Stock, par value $.001 per share
(the "Shares"), to be issued pursuant to the Company's 1995 Stock Incentive Plan
(the "Plan").
We are of the opinion that all necessary corporate proceedings by the
Company have been taken to authorize the issuance of the Shares pursuant to the
Plan and that the Shares being registered pursuant to the Registration
Statement, when issued and paid for in accordance with the terms of the Plan,
will be duly authorized, validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to use of our name in the Prospectus constituting a part thereof.
Respectfully submitted,
/s/ Troop Steuber Pasich Reddick & Tobey, LLP
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
5
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 25, 2000 accompanying the consolidated
financial statements of Taitron Components Incorporated and subsidiaries
appearing in the 1999 and 1998 Annual Reports of the Company to its shareholders
and included in the Annual Reports on Form 10-K for the year ended December 31,
1999 and 1998, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports and to the use of our name as it appears
under the caption "Experts."
/s/ Grant Thorton
Los Angeles, California
March 20, 2000
6
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the registration statement on Form
S-8 of Taitron Components Incorporated of our report dated February 11, 1998,
relating to the statements of earnings, shareholders' equity and cash flows for
the year ended December 31, 1997 of Taitron components Incorporated, which
report appears in the December 31, 1999 annual report on Form 10-K of Taitron
Components Incorporated. This consent should not be regarded as in any way
updating the aforementioned report or representing that we performed any
procedures subsequent to the date of such report.
/s/ KPMG, LLP
Los Angeles, California
March 15, 2000
7
