-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NwqIJWESHgdGss7chEgA7a8R2kGyu6aOIfQHf17OqSTLde4uAEtEgdU+VQS8A0xg lj0iVUR6t6omuBIhYhR8vw== /in/edgar/work/20000626/0000898430-00-001903/0000898430-00-001903.txt : 20000920 0000898430-00-001903.hdr.sgml : 20000920 ACCESSION NUMBER: 0000898430-00-001903 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000626 EFFECTIVENESS DATE: 20000626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIO TECH INTERNATIONAL CENTRAL INDEX KEY: 0000732026 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 952086631 STATE OF INCORPORATION: CA FISCAL YEAR END: 0625 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40102 FILM NUMBER: 660705 BUSINESS ADDRESS: STREET 1: 355 PARKSIDE DR CITY: SAN FERNANDO STATE: CA ZIP: 91340 BUSINESS PHONE: 8183659200 MAIL ADDRESS: STREET 1: 355 PARKSIDE DRIVE CITY: SAN FERNANDO STATE: CA ZIP: 91340 S-8 1 0001.txt FORM S-8 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 ----------------------------------------------------------- (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 ---------------------------------------- --------------- (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 -------------------------------------------------- (Name and address of agent for service) (818) 365-9200 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) Calculation of Registration Fee
============================================================================================================= 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) ============================================================================================================= 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) ==============================================================================================================
(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. Part II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference. - ------ --------------------------------------- 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. -1- Item 4. Description of Securities. - ------ ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. - ------ -------------------------------------- Not applicable. Item 6. 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 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. -2- Item 8. Exhibits. - ------ -------- Exhibit Number Description ------ ----------- 5 Opinion and Consent of Counsel 23 Consent of Independent Accountants Item 9. Undertakings. - ------ ------------ (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. -3- (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. -4- 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.
Signature Title Date --------- ----- ---- /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
-5- EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 5 Opinion and Consent of Counsel. 23 Consent of Independent Accountants. -6- EX-5 2 0002.txt CONSENT OF COUNSEL [LETTERHEAD OF SANDERS, BARNET, GOLDMAN, SIMONS & MOSK] June 23, 2000 Trio-Tech International 355 Parkside Drive San Fernando, California 91340 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have assisted Trio-Tech International, a California corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 515,813 shares of the Company's Common Stock, no par value (the "Shares"), issuable under the Company's 1998 Stock Option Plan, Directors Stock Option Plan, The Trio Tech 1989 Stock Option Plan and various individual written stock options (collectively, the "Plans"), pursuant to the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission"). In rendering the opinions hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all such documents, records, agreements and other instruments, including the Registration Statement, as we have deemed necessary and appropriate for the purpose of this opinion. Without limiting the generality of the foregoing, in our examination, we have assumed without independent verification that (i) each of the parties thereto has duly and validly executed and delivered each instrument, document, and agreement to which such party is a signatory, (ii) each natural person executing any such instrument, document, or agreement is legally competent to do so, (iii) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic or facsimile copies conform to the original document, and (iv) all corporate records made available to us by the Company are accurate and complete. Based upon the foregoing, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares have been duly authorized and, when and to the extent Shares are issued and sold in accordance with the applicable Plan, such Shares will be validly issued, fully paid and non-assessable. We express no opinion herein as to the laws of any state or jurisdiction other that the laws of the State of California and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm therein. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, SANDERS, BARNET, GOLDMAN, SIMONS & MOSK, A Professional Corporation By: /s/ Deborah L. Gunny -------------------------------------- Deborah L. Gunny DLG/tbm EX-23 3 0003.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Trio-Tech International on Form S-8 of our report dated September 17, 1999, appearing in the Annual Report on Form 10-K of Trio-Tech International for the year ended June 25, 1999. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Los Angeles, California June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----