-----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, GfzJ8m7eVNkWVBSLLXys3CH8OHojcvfg/jRI2xWG4jsDZufCLOCARkHwrEQTxDoA 1YB8becIOHV8leHtzBCotw== 0001415889-11-000012.txt : 20110106 0001415889-11-000012.hdr.sgml : 20110106 20110106145413 ACCESSION NUMBER: 0001415889-11-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110106 DATE AS OF CHANGE: 20110106 EFFECTIVENESS DATE: 20110106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIO TECH INTERNATIONAL CENTRAL INDEX KEY: 0000732026 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 952086631 STATE OF INCORPORATION: CA FISCAL YEAR END: 0625 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-171569 FILM NUMBER: 11513914 BUSINESS ADDRESS: STREET 1: 16139 WYANDOTTE ST. CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-787-7000 MAIL ADDRESS: STREET 1: 16139 WYANDOTTE ST. CITY: VAN NUYS STATE: CA ZIP: 91406 S-8 1 tts8-jan2011.htm FORM S-8 tts8-jan2011.htm


As filed with the Securities and Exchange Commission on January 6, 2011        Registration Statement No. _______


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM S-8

REGISTRATION STATEMEMENT
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 incorporation or organization)    (IRS Employer Identification No.)
     
 16139 Wyandotte Street, Van Nuys, California    91406
 (Address of Principal Executive Offices)    (Zip Code)
 
(818) 787-7000
(Issuer’s Telephone Number, Including Area Code)
 
2007 Employee Stock Option Plan
2007 Directors Equity Incentive Plan
(Full title of the plans)
 
A. Charles Wilson
16139 Wyandotte Street
Van Nuys, California 91406
(Name and address of agent for service)
 
(818) 787-7000
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer  o   Accelerated filer  o
Non-Accelerated filer  o  Smaller reporting company  x
(Do not check if a smaller reporting company)
 
 
 

 
CALCULATION OF REGISTRATION FEE

 
Title of securities to be registered
 
Amount to be registered (1)
   
Proposed maximum
offering price per share (2)
   
Proposed maximum aggregate offering price (2)
   
Amount of registration
fee (3)
 
Common Stock, no par value
    300,000 (4)   $ 4.18     $ 1,254,000     $ 145.59  
Common Stock, no par value
    200,000 (5)   $ 4.18     $ 836,000     $ 97.06  
TOTAL:
    500,000             $ 2,090,000     $ 242.65  
 
(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 awards, as applicable.
 
(2) The price of $4.18 per share, which is the average of the high and low prices of the common stock as reported on the NYSE AMEX Global Market on December 31, 2010, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h).

(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”).

(4) The number of shares of Common Stock is the maximum number of shares available for distribution under Registrant’s Amendment to the 2007 Employee Stock Option Plan.

(5) The number of shares of Common Stock is the maximum number of shares available for distribution under Registrant’s Amendment to the 2007 Directors Equity Incentive Plan.
 
 
 



 
 
EXPLANATORY NOTE
 
This registration statement on Form S-8 relates to an additional 300,000 shares of the Common Stock, no par value, of Trio-Tech International, a California corporation (the "Registrant"), subject to the Registrant's 2007 Employee Stock Option Plan and an additional 200,000 shares of the Registrant’s Common Stock subject to its 2007 Directors Equity Incentive Plan (collectively, the "Plans").  There is an effective registration statement on Form S-8, File Number 333-147817, for the balance of the shares of Common Stock subject to the Plans.  The 2007 Employee Stock Option Plan was amended to increase the number of shares of Common Stock available thereunder from 300,000 shares to 600,000 shares.  The 2007 Directors Equity Incentive Plan was amended to increase the number of shares of Common Stock available thereunder from 200,000 shares to 400,000 shares.  The contents of such earlier registration statement are hereby incorporated herein by reference.
 
Item 8.  Exhibits
 
      Exhibit Number    Description
     
      5.1      Opinion and Consent of Reed Smith LLP
      23.1    Consent of Independent Registered Public Accounting Firm
      23.2    Consent of Reed Smith LLP (included in Exhibit 5.1)
 
 
 

 

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 Van Nuys, State of California, on January 6, 2011.

 
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  January 6, 2011
A. Charles Wilson    
     
/s/ S.W.Yong President, Chief Executive Officer and Director (Principal Executive Officer)  January 6, 2011
S.W. Yong  
     
/s/Victor H.M.Ting Corporate Vice-President, Chief Financial Officer and Director (Principal Financial Officer)  January 6, 2011
Victor H. M. Ting  
     
/s/Richard M. Horowitz Director   January 6, 2011
Richard M. Horowitz    
     
/s/Jason T. Adelman Director   January 6, 2011
Jason T. Adelman    
     
     
                                                     
 
 

 
EXHIBIT INDEX

 
Exhibit Number    Description
     
5.1      Opinion and Consent of Reed Smith LLP
23.1    Consent of Independent Registered Public Accounting Firm
23.2    Consent of Reed Smith LLP (included in Exhibit 5.1)
 
 
EX-5.1 2 exhibit5-1.htm EXHIBIT 5.1 exhibit5-1.htm
Exhibit 5.1
 
Reed Smith LLP
1901 Avenue of the Stars
Suite 700
Los Angeles, CA 90067-6078
+1 310 734 5200
Fax +1 310 734 5299
reedsmith.com
January 6, 2011

Trio-Tech International
16139 Wyandotte Street
Van Nuys, California 91406

Re: Registration Statement on Form S-8
 
Ladies and Gentlemen:
 
This firm has assisted Trio-Tech International, a California corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of an additional 300,000 shares of the Common Stock, no par value, of the Company (the "Common Stock"), issuable under the 2007 Employee Stock Option Plan of the Company (the "Employee Plan"), and an additional 200,000 shares of the Common Stock issuable under the 2007 Directors Equity Incentive Plan of the Company (the “Directors Plan;” the Directors Plan and the Employee Plan are collectively referred to herein as the “Plans”) pursuant to a Registration Statement on Form S-8 (the "Reg istration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission").
 
In rendering the opinion hereinafter expressed, we have examined the proceedings heretofore taken by the Company with respect to the amendment of the Plans and made such other legal and factual examinations and inquiries as we have deemed necessary and appropriate for the purpose of this opinion.
 
Based on the foregoing, it is our opinion that (a) the shares of the Common Stock to be issued pursuant to stock options to be granted under the Employee Plan and (b) the shares of the Common Stock to be issued as restricted stock or pursuant to stock options to be granted under the Directors Plan will, when issued in accordance with the terms thereof, be legally 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,
 
/s/REED SMITH LLP
REED SMITH LLP

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EX-23.1 3 exhibit23-1.htm EXHIBIT 23.1 exhibit23-1.htm
Exhibit 23.1
 


Consent of Independent Registered Public Accounting Firm
 

 
Trio-Tech International
16139 Wyandotte Street
Van Nuys, California 91406
 
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated September 28, 2010, relating to the consolidated financial statements of Trio-Tech International appearing in the Company’s Annual Report on Form 10-K for the year ended June 30, 2010.

/s/ MAZARS LLP
MAZARS LLP
CERTIFIED PUBLIC ACCOUNTANTS
 
Singapore
 
January 5, 2011
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