-----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, Ee32jGQxue5q2+fnzoG5J05k7FHem4yIBwrMsUAmLmiDbVSf1MhbwAFXOjW9ARFF biQy9ppD/Iv0T0HpD0ilHA== /in/edgar/work/20000530/0000898430-00-001723/0000898430-00-001723.txt : 20000919 0000898430-00-001723.hdr.sgml : 20000919 ACCESSION NUMBER: 0000898430-00-001723 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIO TECH INTERNATIONAL CENTRAL INDEX KEY: 0000732026 STANDARD INDUSTRIAL CLASSIFICATION: [8734 ] IRS NUMBER: 952086631 STATE OF INCORPORATION: CA FISCAL YEAR END: 0625 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-38082 FILM NUMBER: 646253 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-3 1 0001.txt FORM S-3 As filed with the Securities and Exchange Commission on May 30, 2000 Securities Act File No. 333-_____ ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 (818) 365-9200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) A. Charles Wilson, Chairman Trio-Tech International 355 Parkside Drive San Fernando, California 91340 (818) 365-9200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Deborah L. Gunny, Esq. Sanders, Barnet, Goldman, Simons & Mosk 1901 Avenue of the Stars, Suite 850 Los Angeles, California 90067 (310) 553-8011 Approximate date of commencement of proposed sale to public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE =================================================================================================================================== Proposed Maximum Proposed Maximum Title of Each Class of Securities To Be Amount To Be Offering Price Aggregate Offering Amount of Registered Registered Per Share(1) Price(1) Registration Fee __________________________________________________________________________________________________________________________________ Common Stock, no par value 686,350 shares $4.125 $2,831,193.75 $747.44 ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based on the average of the high and low sale prices per share of the Common Stock, as reported on the American Stock Exchange on May 25, 2000. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =============================================================================== Information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated May 30, 2000 PROSPECTUS TRIO-TECH INTERNATIONAL 686,350 Shares of Common Stock The selling securityholders listed in this prospectus may offer and sell up to 686,350 shares of our common stock, including 73,740 shares issued upon the exercise of warrants, 500,110 shares issuable on the exercise of warrants and 75,000 shares issuable upon the exercise of an option to purchase common stock . The warrant holders acquired the warrants in a private placement financing which closed in October and November 1997, in consideration for the exercise of warrants issued in connection with such private placement or in a private transaction for services rendered to us. The option holder received 37,500 shares and an option to purchase 75,000 shares in partial payment for the acquisition of his business. See "Selling Securityholders" beginning on page 8 for more information. The selling securityholders will receive all of the proceeds from the sale of the shares covered by this prospectus. We will not receive any proceeds from the sale of any of the shares covered by this prospectus. We will receive $3,244,250 if all of the warrants and the option are fully exercised. Our common stock is listed on the American Stock Exchange and trades under the symbol "TRT." The last reported sale price of our common stock on the American Stock Exchange on May 25, 2000 was $4.125 per share. The selling securityholders may offer and sell, directly or through brokers, all or a portion of the shares in one or more transactions, including block transactions, on the American Stock Exchange or such other markets or exchanges on which our common stock is from time to time eligible for trading, at prevailing market prices or at privately negotiated prices. The securityholders and any participating broker may be deemed to be "underwriters" of the common stock within the meaning of the Securities Act of 1933, as amended. It is anticipated that usual and customary brokerage fees will be paid by the securityholders in all open market transactions. We will pay all other expenses of this offering. See "Plan of Distribution." Our principal executive offices are located at 355 Parkside Drive, San Fernando, California 91340, telephone number (818) 365-9200. __________________________ INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGES 2 THROUGH 6 OF THIS PROSPECTUS. __________________________ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SHARES OR PASSED UPON THE ADEQUACY OR THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is _____ __, 2000 FORWARD-LOOKING STATEMENTS We have made forward-looking statements in this prospectus and the documents incorporated by reference in this prospectus. Words like "anticipates", "plans", "estimates", "expects", "believes", "will", "may", "intends", "should", "could" and similar expressions used in this prospectus in connection with Trio-Tech International or our management are intended to identify forward-looking statements. We have based the forward-looking statements on our current expectations and projections about future events. Although we believe our expectations and projections reflected in the forward- looking statements are reasonable, our actual results, performance or achievements may materially differ from those expressed in the forward-looking statements. Please see "Risk Factors" below for a more detailed description of certain conditions and events, among others, that could cause our results to differ. We do not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. You are cautioned not to put undue reliance on the forward-looking statements. RISK FACTORS An investment in our common stock involves a high degree of risk. As our stockholder, you will be subject to risks inherent in our industry. You should consider carefully the following information regarding these risks, together with other information contained in this prospectus, before you decide to buy our common stock. If the following risks occur, our business, results of operations and financial condition would likely suffer. Under these circumstances, the market price of our common stock could decline and you may lose all or part of the money you paid for our common stock. Our operating results are affected by a variety of factors Our operating results are affected by a wide variety of factors that could materially affect revenues and profitability or lead to significant variability of quarterly or annual operating results. These factors include, among others, factors relating to: . economic and market conditions in the semiconductor industry; . market acceptance of our products and services; . changes in technologies in the semiconductor industry which could affect demand for our products and services; . changes in testing processes; . the impact of competition; . the lack of long-term purchase agreements with customers; . changes in military or commercial testing specifications which could affect the market for our products and services; 2 . difficulties in profitably integrating acquired businesses, if any, into the Company; . the loss of key personnel or the shortage of available skilled employees; . international political or economic events; . currency fluctuations; and . other technological, economic, financial and regulatory factors beyond our control. Unfavorable changes in these or other factors could materially and adversely affect our financial condition or results of operations. The semiconductor industry cycles have a large effect on our business Our business depends primarily upon the capital expenditures of semiconductor manufacturers, assemblers and other testing companies worldwide. These industries depend on the current and anticipated market demand for integrated circuits and products utilizing semiconductor devices. The global semiconductor industry generally, and the semiconductor testing equipment industry in particular, are volatile and cyclical, with periodic capacity shortages and excess capacity. In periods of excess capacity, the industry sharply cuts its purchases of capital equipment, including our products, and reduces testing volumes, including our testing services. Excess capacity also causes downward pressure on the selling prices for our products and services. Our operating results have been adversely affected by past downturns and slowdowns. There is no assurance that there will not be downturns or slowdowns in the future that may adversely affect our financial condition or operating results. In addition, if one or more of our primary customers reduces its or their purchases or use of our products or testing services, our financial results could be materially and adversely affected. We anticipate that we will continue to be primarily dependent on the semiconductor industry for the foreseeable future. Rapid technological changes may make our products obsolete or result in decreased prices or increased expenses Technology changes rapidly in the semiconductor industry and may make our services or products obsolete. Advances in technology may lead to significant price erosion for products tested with our older testing technologies. Our success will depend in part on our ability to develop and offer more advanced testing technologies and processes in the future, to anticipate both future demand and the technology to supply that demand, to enhance our current products and services, to provide those products and services at competitive prices on a timely and cost-effective basis and to achieve market acceptance of those products and services. To accomplish these goals, we may be required to incur significant engineering expenses. As new products or services are introduced, we may experience warranty claims or product returns. We may not be able to accomplish these goals correctly or timely enough. If we fail in our efforts, our products and services may become obsolete or less competitive. 3 Our dependence on international sales involves significant risk Sales and services to customers outside of the United States accounted for approximately 65%, 76% and 86% of our net revenues for fiscal 1999, 1998 and 1997, respectively. Approximately 54%, 65% and 78% of our net revenues in fiscal 1999, 1998 and 1997, respectively, were generated from business in Southeast Asia. Testing services in Southeast Asia, which accounted for a majority of the Company's revenues in the last two fiscal years, were performed primarily for American companies, and to a lesser extent German companies, selling products and doing business in that region. International business operations may be adversely affected by many factors including political, economic and business events and social and cultural differences. We may incur losses due to foreign currency fluctuations A portion of our revenues are denominated in Singapore, Malaysian and other currencies. Consequently, a portion of our costs, revenues and operating margins may be affected by fluctuations in exchange rates, primarily between the U.S. Dollar and such foreign currencies. Historically, we have not tried to reduce our exposure to exchange rate fluctuations. However, we may choose to do so in the future. We may not be able to do so successfully. Accordingly, we may experience economic loss and a negative impact on earnings as a result of foreign currency exchange rate fluctuations. We are also affected by fluctuations in exchange rates if there is a mismatch between our foreign currency denominated assets and liabilities. The mismatch results in foreign currency translation adjustments on our financial statements. These foreign currency translation adjustments are reflected under "other comprehensive income (loss)." Those adjustments resulted in other comprehensive income of $147,000 in fiscal 1999, other comprehensive loss of $2,164,000 in fiscal 1998 and other comprehensive income of $57,000 in fiscal 1997. We do not rely on patents to protect our products or technology We hold U.S. patents relating to our pressurization humidity testing equipment and certain aspects of our Arctic temperature test systems. Additionally, in 1999, we filed a patent application for certain aspects of our new ranges of Arctic temperature chucks. However, generally we do not rely on patent or trade secret protection for our products or technology. Competitors may be able to copy and replicate our technology and designs. Competitors may develop technologies similar to or more advanced than ours. We cannot assure you that our current or future products will not be copied or will not infringe on the patents of others. Competition The semiconductor equipment and testing industries are intensely competitive. Significant competitive factors include price, technical capabilities, quality, automation, reliability, product availability and customer service. We face competition from established and potential new competitors, many of whom have greater financial, engineering, manufacturing and marketing resources than our Company's resources. New products or testing facilities offered by our competitors could cause a decline in our revenues or a loss of market acceptance of our existing products and services. Increased competitive pressure could also lead to intensified price-based competition. Price-based competition may result in lower prices, adversely affecting our operating results. 4 Customer concentration The semiconductor manufacturing industry is highly concentrated, with a relatively small number of large manufacturers and assemblers accounting for a substantial portion of our revenues from product sales and testing revenues. Our experience has been that sales to particular customers may fluctuate significantly from quarter to quarter and year to year. In fiscal 1999, 1998, and 1997, sales of services to our two largest customers accounted for approximately 35%, 16% and 29%, respectively, of our net revenues. Our ability to maintain close, satisfactory relationships with our customers is essential to our stability and growth. The loss of or reduction or delay in orders from our significant customers, or delays in collecting accounts receivable from our significant customers, could adversely affect our financial condition and results of operations. Limited market for certain of our products and services If we or our competitors sell testing equipment to semiconductor manufacturers and assemblers, the likelihood that they will make further purchases of such equipment, or that they will contract for testing services by our laboratories, may be affected. Although military or other specifications require certain testing to be done by independent laboratories, over time other current customers may have less need for our testing services. We have experienced a gradual increase in the percentage of revenues derived from testing services, as compared to product sales. We believe that there is a growing trend toward outsourcing of the integrated circuit test process. As a result, we anticipate continued growth in the test laboratory business. However, in an attempt to diversify our sales mix, we may seek to develop and introduce new or advanced products, and to acquire other companies in the semiconductor equipment manufacturing business. Acquisition and integration of new businesses could disrupt our ongoing business, distract management and employees, increase our expenses and adversely affect our business We anticipate that a portion of any future growth will be accomplished through the acquisition of other entities. In that regard, in March 2000, we executed a letter of intent for the acquisition of Thermo Voltek Corp. doing business as KeyTek. See "Recent Developments" below. The success of those acquisitions will depend, in part, on our ability to integrate the acquired personnel, operations, products, services and technologies into our organization, to retain and motivate key personnel of the acquired entities and to retain the customers of those entities. We may not be able to identify suitable acquisition opportunities, obtain financing on acceptable terms to bring the acquisition to fruition or to integrate such personnel, operations, products or services. The process of identifying and closing acquisition opportunities and integrating acquisitions into our operations may distract our management and employees, disrupt our ongoing business, increase our expenses and materially and adversely affect our operations. We may also be subject to certain other risks if we acquire other entities, such as the assumption of additional liabilities. We may issue additional equity securities or incur debt to pay for future acquisitions. If we issue additional equity securities, your percentage interest of our company would be reduced. We are highly dependent on key personnel Our success has depended, and, to a large extent will depend, on the continued services of Yong Siew Wai, our President and Chief Executive Officer, Victor H. M. Ting, our Senior Vice President and Chief Financial Officer, and our other key senior executives and 5 engineering, marketing, sales, productions and other personnel. We do not have an employment agreement with Mr. Yong or Mr. Ting, but we are the beneficiary of "key man" life insurance in the amount of $6 million on Mr. Yong and $2 million on Mr. Ting. The Company also has "key man" life insurance in the amount of $3 million on Tony DiPiero, the President of our subsidiary Universal Systems. The loss of these key personnel, who would be difficult to replace, could harm our business and operating results. Competition for management in our industry is intense. Thus, we may be unsuccessful in attracting and retaining the executive management and other key personnel that we require. Our management has significant influence over corporate decisions Currently our officers and directors and their affiliates beneficially own approximately 42.7% of the outstanding shares of common stock, including options and/or warrants held by them that are exercisable within 60 days of the date of this prospectus. As a result, they may be able to significantly influence matters requiring approval of the shareholders, including the election of directors, and may be able to delay or prevent a change in control of Trio- Tech International. We have not paid cash dividends We have never paid any cash dividends on our common stock. We anticipate that the future earnings, if any, will be retained for use in the business or for other corporate purposes. We do not expect to pay cash dividends on our common stock in the future. Possible dilutive effect of outstanding options and warrants As of May 22, 2000, there were 1,222,788 shares of common stock reserved for issuance upon exercise of outstanding stock options and warrants, including the shares covered by this prospectus and shares covered by employee options. The outstanding options and warrants are currently exercisable at exercise prices ranging from $3.00 to $8.00 per share. We anticipate that the trading price of our common stock at the time of exercise of any outstanding such options or warrants will exceed the exercise price under those options and warrants. Thus such exercise will have a dilutive effect on our shareholders. The market price for our common stock is subject to fluctuation The trading price of our common stock has from time to time fluctuated widely. The trading price may similarly fluctuate in the future in response to quarter-to-quarter variations in our operating results, announcements of innovations or new products by us or our competitors, general conditions in the semiconductor industry and other events or factors. In addition, in recent years, broad stock market indices in general, and the securities of technology companies in particular, have experienced substantial price fluctuations. Fluctuations in the trading price of our common stock may adversely affect the future trading price of our common stock. RECENT DEVELOPMENTS In March 2000, we executed a letter of intent to acquire all of the issued and outstanding capital stock of Thermo Voltek Corp. (doing business as KeyTek) an indirect, wholly owned subsidiary of Thermo Electron Corporation. KeyTek is a leading supplier of 6 test equipment used to certify that electronic products meet ULL and CE standards for electromagnetic compatibility, as well as equipment to test semiconductor devices and wafers for electrostatic discharge, electrical overstress, electrical fast transients and related phenomena. The proposed purchase price for the capital stock is $6,040,000 cash, subject to a post- closing adjustment based on net book value. The proposed transaction is subject to a due diligence review, the negotiation and execution of a mutually acceptable stock purchase agreement, the approval of the transaction by our board of directors and the board of directors of each of KeyTek and its sole stockholder, our receipt of financing in an amount of approximately $7,000,000 on terms satisfactory to us, and our receipt of satisfactory assurances that the key employees of KeyTek will remain employees after the closing. We propose to finance the acquisition of KeyTek primarily through the issuance of convertible notes in the aggregate principal amount of $6,000,000. The notes will be subordinated to existing bank debt, have a 36 month term, be convertible into our common stock at $7.50 per share (subject to certain anti- dilution adjustments) and bear interest at the rate of 6% per annum. The notes will be accompanied by 36-month warrants to purchase up to a maximum of 200,000 shares of our common stock (subject to certain anti-dilution adjustments) at an exercise price of $10.00 per share. We anticipate that the notes will be convertible, at our option, if the shares of common stock underlying the notes are registered with the Securities and Exchange Commission and our common stock has traded at or above $15.00 (200% of the initial conversion price) for a period of 20 consecutive trading days. We intend to file a registration statement with the Securities and Exchange Commission to register all of the shares of our common stock underlying such notes and warrants following the closing of the note financing. In April 2000, we modified certain of the warrants issued in 1997, the shares of which are covered hereby, to provide that if such warrants were exercised prior to April 28, 2000, the holder thereof would receive a new warrant to purchase, at $8.00 per share, one share of our common stock for each two shares acquired upon such warrant exercise. We then extended the offer to May 10, 2000. In connection with the foregoing, ten warrant holders exercised their warrants for a total of 73,740 shares of our common stock for an aggregate purchase price of $368,700. Those ten persons were issued new warrants to purchase, at $8.00 per share, an aggregate of 36,870 shares of our common stock, which warrants expire in May 2002. Both the shares acquired upon exercise of the warrants and the shares covered by the warrants issued in May 2000 are covered by this prospectus. We may use some or all of the proceeds, if any, from the exercise of the warrants and option, the underlying shares of which are covered by this prospectus, in connection with the acquisition of KeyTek. 7 SELLING SECURITYHOLDERS In January 1997, we entered into a six month agreement with Spencer Trask Securities Incorporated to provide us with advice regarding financial planning, corporate organization and structure, financial matters in connection with our operations, private and public equity and debt financing and acquisitions, mergers and other similar business combinations. In partial consideration for its services, we issued to Spencer Trask Securities Incorporated a five year warrant to purchase 30,000 shares of our common stock at $4.67 per share (as adjusted for a three for two stock split in September 1997) and a five year warrant to purchase 22,500 shares of our common stock at $5.67 per share (as adjusted for the September 1997 three for two stock split). A portion of those warrants were subsequently transferred to certain individuals with Spencer Trask Securities Incorporated. In September 1997, we entered into a twelve month consulting agreement with Paragon Capital Corporation to provide the Company with advice concerning financial planning, corporate organization and structure, financial matters in connection with our operations, private and public equity and debt financing and acquisitions, mergers and other similar business combinations. In partial consideration for services rendered, we issued to Paragon Capital Corporation a five-year warrant to purchase 15,000 shares of our common stock at $5.34 per share and to a principal of Paragon Capital Corporation a five-year warrant to purchase 15,000 shares of our common stock at $5.34 per share (in each case, as adjusted for the September 1997 three for two stock split). In October and November 1997, we completed a private placement financing by which we sold a total of 699,200 shares of our common stock at $5.34 per share and issued warrants to purchase a total of 349,600 shares of our common stock at $7 per share, Series A Warrants to purchase up to a total of 69,920 shares of our common stock at $5.34 per share and Series B Warrants to purchase up to a total of 34,960 shares of our common stock at $7 per share. In November 1997, we acquired KTS Incorporated, doing business as Universal Systems, a manufacturer of wet-process stations. In connection with that acquisition, we issued granted to Tony DiPiero, the founder, sole shareholder and chief executive officer of Universal Systems, 37,500 shares of our common stock and granted him an option to purchase 75,000 shares of our common stock at $6.67 per share. On December 7, 1999, we repriced the exercise price under all of the above-described warrants (except the Spencer Trask Securities Incorporated warrant that is exercisable for 30,000 shares at $4.67 per share) and option to $5.00 per share, which price was above the last sales price of our common stock as reported by American Stock Exchange on that date. In April 2000, we modified the warrants issued in connection with the private placement financing described above to provide that if such warrants were exercised prior to April 28, 2000, the holders thereof would receive a new warrant to purchase, at $8.00 per share, one share of our common stock for each two shares acquired upon such warrant exercise. We then extended the offer to May 10, 2000. In connection with the foregoing, ten warrant holders exercised their warrants for a total of 73,740 shares of our common stock for an aggregate purchase price of $368,700. Those ten persons were issued new warrants to purchase, at $8.00 per share, an aggregate of 36,870 shares of our common stock, which warrants expire in May 2002. 8 The shares of our common stock being offered by this prospectus represent the shares of common stock that were issued upon the exercise in May 2000 of warrants issued in 1997, shares of common stock that may be issued upon exercise of the warrants issued in 1997 as well the warrants issued in May 2000, shares of common stock that may be issued upon exercise of the option described above and the shares of common stock issued to Mr. DiPiero. The shares, including those, if any, acquired upon the exercise of warrants or the option, may be sold or offered for sale by the holders of those shares. Although the Series A Warrants and the Series B Warrants provide for both demand and "piggyback" registration rights and the Paragon Capital Corporation Warrant provides for "piggyback" registration rights, the holders have not formally exercised any of those rights. We have determined to register the shares covered by this prospectus to encourage exercise of all of the warrants and the option, thereby simplifying our capital structure. We have informed the holders of the warrants and the option that we are registering the shares underlying their warrants and option, as well as the 37,500 shares issued to Mr. DiPiero . None of the selling securityholders or any of their affiliates had or has any material relationship with Trio-Tech International or our officers, directors or affiliates within the past three years, except as noted in the table below. The following table sets forth as of the date of this prospectus the number and percent of shares of common stock beneficially owned by each of the securityholders who may offer or are offering shares by this prospectus, the number of shares of common stock offered by this prospectus by each of those securityholders, and the number and percent of shares of our common stock that will be beneficially owned by each of them after the completion of this offering (assuming the sale of all shares offered hereby):
Number of Shares Before Offering Being Offered After Offering ------------------------- ------------- -------------- Number of Number of Selling Shares Shares Securityholders Beneficially Beneficially --------------- Owned(1) Percent(2) Owned(1)(3) Percent (2) ------------ ---------- ------------- ----------- The Leonard & Joyce Wilstein Revocable 27,600 1.0% 9,200 18,400 * Trust of 1986 Ron J. Wilstein 11,040 * 3,680 7,360 * 1994 Gary & Kathryn Wilstein 11,040 * 3,680 7,360 * 1994 Revocable Trust UAD 9/28/94 Susan Wilstein 23,460 * 7,820 15,640 * The Denise Wilstein Trust of 1985 27,370 1.0 11,730 15,640 * The Century Trust Dated 12/19/94 28,980 1.0 12,420 16,560 * David Wilstein 32,200 1.1 13,800 18,400 * Andrew D. Gilmour, Inc. 12,880 * 5,520 7,360 * Watson Investment Partners, LP 22,080 * 7,360 14,720 * TRTC Acquisition, LLC 16,836 * 5,612 11,224 * Paulson Partners 8,280 * 2,760 5,520 * Fong Kan Sin(6) 37,140 1.3 2760 34,380 1.2 Chang Geok Lan 5,520 * 1,840 3,680 * Soh Theng Tat 5,520 * 1,840 3,680 *
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Number of Shares Before Offering Being Offered After Offering ------------------------- ------------- -------------- Number of Number of Selling Shares Shares Securityholders Beneficially Beneficially --------------- Owned(1) Percent(2) Owned(1)(3) Percent (2) ------------ ---------- ------------ ----------- Low Leng Kwee 6,440 * 2,760 3,680 * BHC Securities Inc. C/F SDIRA 5,520 * 1,840 3,680 * SEP Richard C. Ross Three Sticks Fund, LP 110,400 4.0 36,800 73,600 2.6 Richard Adelman 12,420 * 4,140 8,280 * Delaware Charter Gty & Trust 11,040 * 3,680 7,360 * FBO Richard Adelman Tan Sim Seng 30,360 1.1 10,120 20,240 * Robert L. Ciano 11,040 * 3,680 7,360 * Soon Siew Kuan(7) 33,120 1.2 11,040 22,080 * Lim Hwee Poh(8) 48,320 1.7 6,440 41,880 1.5 Simon Costello(4) 34,441 1.2 3,450 30,991 1.1 Lee A. Levine 41,400 1.5 13,800 27,600 * John N. McVey 5,520 * 1,840 3,680 * C and C Capital Partnership 6,900 * 2,300 4,600 * Camille Claudel Corporation 5,520 * 1,840 3,680 * Charles C. Myers 20,700 * 6,900 13,800 * Gene Salkind 20,700 * 6,900 13,800 * Linda Argenziano 6,900 * 2,300 4,600 * Anthony Abramo 5,520 * 1,840 3,680 * Leonard Brawer & Alan Brawer JTWROS 6,900 * 2,300 4,600 * Leonard Brawer & Sari Kaplan JTWROS 6,900 * 2,300 4,600 * Ventana Partners, L.P. 84,020 3.0 34,340 49,680 1.8 Stephen S. Kutz 31,740 1.1 10,580 21,160 * Arthur Rogovin & Sandra Rogovin JTIC 6,072 * 2,024 4,048 * Page Distributing Co. Inc. 11,040 * 3,680 7,360 * Felipe S. Cruz Revocable Trust 6,900 * 2,300 4,600 * Nancy E. Levine 28,846 1.0 19,646 9,200 * Frank S. Gavin(5) 87,076 3.1 8,280 78,796 2.8 George Plaut 6,900 * 2,300 4,600 * Edward V. Wilkinson 5,520 * 1,840 3,680 * Nations Bank of Texas, N.A., custodian 46,920 1.7 15,640 31,280 1.1 for Aurora Foundation Lai Keet Yee 11,040 * 3,680 7,360 * Delaware Charter Gty & Trust FBO 61,180 2.2 26,220 34,960 1.3 Jack Gilbert Richard Cullen 9,660 * 3,220 6,440 * Joan F. Bick 8,050 * 3,450 4,600 * Sheila Ann Sidlett Gunther 5,520 * 1,840 3,680 * Harold Mervin Holland and Renee 5,520 * 1,840 3,680 * Gindi Holland Trust UDT 4/27/88 Robert Ginberg 6,762 * 2,254 4,508 *
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Number of Shares Before Offering Being Offered After Offering ----------------------- ------------- -------------- Number of Number of Selling Shares Shares Securityholders Beneficially Beneficially --------------- Owned(1) Percent(2) Owned(1)(3) Percent (2) ------------ ---------- ------------ ----------- Leonard Levine 3,450 * 1,150 2,300 * Fandetti Family Partnership, Ltd. 6,900 * 2,300 4,600 * Orrin Devinsky 13,800 * 4,600 9,200 * Suraj Puri 11,040 * 3,680 7,360 * Amy Cook Gavin 6,900 * 2,300 4,600 * Samuel Louis Horowitz 13,800 * 4,600 9,200 * Michael Aaron Horowitz 13,800 * 4,600 9,200 * John S. Byers 5,520 * 1,840 3,680 * Generation Capital Associates 26,220 * 8,740 17,480 * Thomas W. Larson 13,800 * 4,600 9,200 * Robert Kirk 11,040 * 3,680 7,360 * Tony DiPiero (9) 112,500 4.1 112,500 0 * Jason Adelman (10) 60,115 2.5 37,565 30,550 1.1 Spencer F. Segura 13,125 * 13,125 0 * William P. Dioguardi 5,250 * 5,250 0 * Laura M. McNamara 1,575 * 1,575 0 * Oshkim Limited Partners, L.P. 2,625 * 2,625 0 * Spencer Trask Holdings 16,800 * 16,800 0 * Paragon Capital Corporation 15,000 * 15,000 0 * Frank Argenziano 8,967 * 8,967 0 * Susan Kutz 1,048 * 1,048 0 * Roger Franklin 4,719 * 4,719 0 * Danny Levine 17,950 * 17,950 0 * Jody Levine 14,880 * 14,880 0 * Marc Levine 17,950 * 17,950 0 * Scott Levine 14,880 * 14,880 0 * ------- TOTAL 686,350 0 * =======
______________ * less than 1.0% (1) Pursuant to the rules promulgated under the Exchange Act, a person is deemed to be the beneficial owner of a security if that person has the right to acquire ownership of such security within 60 days. Accordingly, the numbers in the columns above include the shares offered hereby which are issuable upon exercise of the warrants or option, as the case may be. (2) Based on 2,764,957 shares of common stock outstanding as of the date of this prospectus. Shares of common stock that a person has the right to acquire within 60 days after the date of this prospectus are deemed to be outstanding in calculating the percentage ownership of that person, but are not deemed to be outstanding as to any other person. (3) The table assumes that each of the selling securityholders will dispose of all shares that are being registered for sale by this prospectus. (4) Mr. Costello is an employee of Trio-Tech International and holds the position of Corporate Vice-President-U.S.A. and Europe Operations. (5) Mr. Gavin is a director of Trio-Tech International. 11 (6) Mr. Fong is an employee of Trio-Tech International and holds the position of Corporate Vice-President-Distribution. (7) Mrs. Lee is an employee of Trio-Tech International and holds the position of Group Logistics Manager. (8) Mr. Lim is an employee of Trio-Tech International and holds the position of Corporate Vice-President-Testing. (9) Mr. DiPiero is an employee of Trio-Tech International and holds the position of President of Universal Systems, a subsidiary of Trio-Tech International. (10) Mr. Adelman was an employee of both Spencer Trask Securities Incorporated and Paragon Capital Corporation at the time of the issuance to those entities of the warrants described above. Mr. Adelman is a director of Trio Tech International and has served in that capacity since April 1997. PLAN OF DISTRIBUTION Securityholders are offering the shares of our common stock covered by this prospectus. The securityholders may from time to time offer the shares through underwriters, dealers or agents who may receive compensation in the form of underwriting discounts, concessions or commissions from those securityholders and/or the purchasers of those shares for whom they may act as agents. Selling securityholders and any such underwriters, dealers or agents that participate in the distribution of any of the shares may be deemed to be underwriters under the Securities Act of 1933, and any profit on the sale of those shares by them and any discounts, commissions or concessions received by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933. The shares may be sold from time to time in one or more transactions at a fixed offering price, which may be changed, or at varying prices determined at the time of sale or at negotiated prices. The distribution of the shares by the selling securityholders may be effected in one or more transactions that may take place on the American Stock Exchange, including ordinary brokers' transactions, privately-negotiated transactions or through sales to one or more broker-dealers for resale of such shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees, discounts and commissions may be paid by the selling securityholders in connection with such sales or securities. At the time a particular offer of any shares is made, to the extent required, a supplement to this prospectus will be distributed (or, if required, a post-effective amendment to the registration statement of which this prospectus is a part will be filed) which will identify the specific shares being offered and set forth the aggregate amount of shares being offered, the purchase price and the time of the offering, including the name or names of the selling securityholders and of any underwriters, dealer or agents, the purchase price paid by any underwriter for shares purchased from the selling securityholders, and discounts, commissions and other items constituting compensation from the selling securityholders and any discounts, commission or concessions allowed or reallowed or paid to dealers, including the proposed selling price to the public. In addition, an underwritten offering will require clearance by the National Association of Securities Dealers, Inc. of the underwriter's compensation arrangements. In connection with distributions of the shares or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers may engage in short sales of the shares being offered hereby in the course of hedging the positions they assume with selling securityholders. The selling securityholders may also sell shares short and redeliver the shares registered hereunder to close out short positions. The selling securityholders may also enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares being offered 12 hereby, which the broker-dealer may resell or otherwise transfer pursuant to this prospectus. The selling securityholders may also loan or pledge the shares to a broker-dealer and the broker-dealer may sell the shares so loaned or upon a default the broker-dealer may effect sales of the pledged shares pursuant to this prospectus. As of the date of this prospectus, to our knowledge, there are no selling arrangements between any selling securityholders and any broker- dealer. We have informed the selling securityholders that we will use our best efforts to keep the registration statement of which this prospectus forms a part effective until all of the shares covered thereby have become freely tradeable under Rule 144(k) under the Securities Act. In order to comply with certain states securities laws, if applicable, the shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the shares may not be sold unless the shares have been registered or qualified for sale in such state, or unless an exemption from registration or qualification is available and obtained. In addition to sales pursuant to the registration statement of which this prospectus forms a part, the shares covered by this prospectus may be sold in accordance with Rule 144 under the Securities Act. Pursuant to the terms of certain of the warrants, the shares underlying which are covered hereby, we agreed to indemnify the holders thereof against such liabilities as they may incur as a result of any untrue statement of a material fact in the registration statement of which this prospectus forms a part, or any omission herein or therein to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Such indemnification includes liabilities that those holders may incur under the Securities Act. We will bear all costs and expenses of the registration under the Securities Act of 1933 and certain state securities laws of the shares, other than any commissions payable with respect to sales of the shares. We have advised the securityholders named in this prospectus that the anti-manipulation rules of Regulation M promulgated by the SEC may apply to sales in the market. We have also advised them of the requirement for delivery of this prospectus in connection with any public sale of the shares. From time to time this prospectus will be supplemented and amended as required by the Securities Act of 1933. During any time when a supplement or amendment is required, the securityholders are required to cease sales until this prospectus has been supplemented or amended. We will receive the exercise price for any shares acquired by a securityholder upon any exercise of his, her or its warrant or option the shares underlying which are covered by this prospectus. Those proceeds will be used for general working capital purposes and may be used to finance acquisitions, including without limitation the acquisition of KeyTek. We will not receive any of the proceeds from the sale by selling securityholders of any of the shares offered by this prospectus. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. 13 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to that registration statement. Statements in this prospectus as to the contents of any of the documents filed as exhibits to that registration statement are summaries of the material provisions of those documents. The summaries are qualified in all respects by reference to the full text of those documents. You should read the registration statement for further information regarding us and our common stock. You may read and copy the registration statement of which this prospectus is a part and our reports, proxy statements and other information at the SEC's public reference facilities at Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549, as well as at the SEC's regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at Seven World Trade Center, 13/th/ Floor, New York, New York 10048. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference rooms. The SEC maintains a world wide web site on the Internet at "http://www.sec.gov" that contains reports, proxy and information statements and other information regarding our company. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information and reports we file with the SEC. This means that we can disclose important information to you by referring you to those documents. We have filed the following documents with the SEC under the Securities Exchange Act of 1934 and incorporate those documents in this prospectus by reference: . Annual Report on Form 10-K for the fiscal year ended June 25,1999; . Quarterly Report on Form 10-Q for the fiscal quarter ended September 24, 1999; . Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1999; . Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000; . All other reports filed with the SEC pursuant to Section 13 and 15(d) of the Exchange Act since June 25, 1999; and . The description of the common stock set forth in our Registration Statement on Form 8-A filed on September 28, 1998, including any amendment or report subsequently filed by us for the purpose of updating that description. We also incorporate by reference in this prospectus all documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the termination of the offering of the shares offered hereby, making those documents a part of this prospectus from the date of their filing. Any information or report that we file with the SEC after the date of this prospectus or after any document incorporated in this prospectus will automatically update and supersede the 14 information in this prospectus and any document incorporated in this prospectus which was filed before such later filed information or report. We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents that are not specifically incorporated by reference in such documents. You may request copies of these documents by writing or telephoning us as follows: Trio-Tech International 355 Parkside Drive San Fernando, California 91340 (818) 365-9200 Attention : Corporate Secretary LEGAL MATTERS The validity of the shares of common stock offered hereby has been passed upon by Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation, Los Angeles, California. EXPERTS The consolidated financial statements incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended June 25, 1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 15 You should rely only on the information contained in this document or those documents to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus is an offer to sell or to buy only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. TABLE OF CONTENTS Heading Page - ------- ---- Forward-Looking Statements........................ 2 Risk Factors...................................... 2 Recent Developments............................... 6 Selling Securityholders........................... 8 Plan of Distribution.............................. 12 Where you can Find More Information............... 13 Incorporation of Certain Documents by Reference... 14 Legal Matters..................................... 15 Experts........................................... 15 TRIO TECH INTERNATIONAL 686,350 Shares Common Stock __________________ Prospectus __________________ ____ __, 2000 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The Company estimates that expenses in connection with the distribution described in this Registration Statement will be as follows. All expenses incurred with respect to the distribution will be paid by the Company, and such amounts, with the exception of the Securities and Exchange Commission registration fees, are estimates.
SEC registration fee....................................... $ 747.44 Accounting fees and expenses............................... $ 5,000.00 Legal fees and expenses.................................... $10,000.00 Blue Sky fees and expenses................................. $ 2,000.00 Miscellaneous.............................................. $ 5,000.00 ---------- Total.................................................... $22,747.44 ==========
Item 15. 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 omission 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 and receipt of improper personal benefits. The Company's Board of Directors believes that such provisions have become commonplace among major corporations and are beneficial in attracting and retaining qualified directors, and the Company's Articles of Incorporation include such provisions. The Company's Articles of Incorporation permit and its Bylaws impose a mandatory obligation upon the Company 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 the Company. The foregoing indemnification provisions are broad enough to encompass certain liabilities of directors and officers under the Securities Act of 1933, as amended. Certain of the warrants the underlying shares of which are covered hereby provide that the Company shall indemnify the selling securityholders, and the selling securityholders shall indemnify the Company and the officers and directors of the Company, for certain liabilities, including certain liabilities under the Securities Act. (1) Item 16. Exhibits The following exhibits, which are furnished with this Registration Statement or incorporated by reference, are filed as part of this Registration Statement:
Exhibit No. Description - ------- ----------- 4.1 Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of Registration Statement No. 333-41453) 4.2 Form of Warrants dated May 10, 2000 5 Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation (contained in Exhibit 5). 24 Power of Attorney (included on signature page).
Item 17. Undertakings (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. (b) The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement. (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration 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 this Registration Statement; (2) (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 (i) and (ii) do not apply if the Registration Statement is on Form S-3, and the information required to be included in a post-effective amendment is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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) 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. (3) 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-3 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 May 30, 2000. TRIO-TECH INTERNATIONAL By: s/A. CHARLES WILSON ------------------- A. Charles Wilson, Chairman of the Board POWER OF ATTORNEY Each of the persons whose signature appears below hereby constitutes and appoints A. Charles Wilson his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and to execute any and all instruments which said attorney-in-fact and agent deems necessary or advisable to enable Trio Tech International to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof in connection with this Registration Statement to the same extent that he could do in person, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name on any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits and schedules to, and other documents in connection with, this Registration Statement with the Securities and Exchange Commission. Each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent shall 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 indicated.
Signature Title Date - --------- ---- s/A. CHARLES WILSON Director and Chairman of the Board May 30, 2000 - ------------------------ A. Charles Wilson s/YONG SIEW WAI Director, President and Chief Executive May 30, 2000 - ------------------------ Officer (Principal Executive Officer) Yong Siew Wai s/VICTOR H.M.TING Senior Vice President and Chief Financial May 30, 2000 - ------------------------ Officer (Principal Financial and Accounting Officer) Victor H. M. Ting s/JASON T. ADELMAN Director May 30, 2000 - ------------------------ Jason T. Adelman s/FRANK S. GAVIN Director May 30, 2000 - ------------------------ Frank S. Gavin s/RICHARD M. HOROWITZ Director May 30, 2000 - ------------------------ Richard M. Horowitz s/F.D. (CHUCK) ROGERS Director May 30, 2000 - ------------------------ F. D. (Chuck) Rogers s/WILLIAM L. SLOVER Director May 30, 2000 - ------------------------ William L. Slover
(4) EXHIBIT INDEX
Exhibit No. Description - ------- ----------- 4.1 Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of Registration Statement No. 333-41453) 4.2 Form of Warrants dated May 10, 2000 5 Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation (contained in Exhibit 5). 24 Power of Attorney (included on signature page).
EX-4.2 2 0002.txt FORM OF WARRANTS Exhibit 4.2 TRIO-TECH INTERNATIONAL REDEEMABLE WARRANT TO PURCHASE COMMON STOCK This certifies that ((First Name)) ((Last Name)) is entitled at any time up to --------------------------- and including 5:00 p.m. California Time May 10,2002 (the "Expiration Date") to purchase from Trio-Tech International, a California corporation (hereinafter called the "Company), ((Warrants)) fully paid and nonassessable shares of Common ------------ Stock of the Company at a price ("Exercise Price") of Eight Dollars ($8.00) per share upon the surrender hereof to the Company at its office at 355 Parkside Drive, San Fernando, California 91340, during its usual business hours of any business day, with simultaneous payment therefor in lawful money of the United States of the purchase price set forth above. This Warrant is one of a series of substantially identical warrants (the "Warrants") that are being issued in connection with and in exchange for the exercise (in whole or in part) of a redeemable Warrant to Purchase Common Stock issued as part of Units consisting of Common Stock and Warrants of the Company sold in a private placement offering (the "Offering") made by Paragon Capital Corporation, as Placement Agent, in [October/November] 1997. Exercise of Warrant. Subject to the terms and conditions hereof, this Warrant ------------------- may be exercised in whole or in part, at any time during normal business hours prior to the Expiration Date, by (i) delivery of a written notice, in the form of the Notice of Exercise attached hereto, of such holder's election to exercise this Warrant, which notice shall specify the number of shares to be purchased upon exercise hereof, (ii) payment to the Company of an amount equal to the Exercise Price multiplied by the number of shares as to which this Warrant is being exercised (plus any applicable issue or transfer taxes) in cash or by bank check, and (iii) the surrender of this Warrant at the principal office of the Company. If this Warrant is being exercised only in part, the Company shall issue a new Warrant identical in all respects to this Warrant except that it shall represent the right to purchase the number of shares as to which this Warrant is not then being exercised. The Company has the right at its sole discretion to extend the Expiration Date by notice given to all Warrant holders. No fractional share shall be issued upon the exercise of rights to purchase hereunder. Antidilution Adjustment. If the number of outstanding shares of capital stock ----------------------- of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged. No adjustment shall be made for any issuances of shares other than as described above. Registration of Underlying Common Stock. Prior to the Company giving a notice --------------------------------------- of redemption of Warrants hereunder, the Company must file a Registration Statement with the Securities and Exchange Commission ("SEC") to register, under the Securities Act of 1933, as amended (the "Securities Act"), the resale of the Common Stock issuable upon exercise of this Warrant and all other Warrants, and such Registration Statement must have become effective. The Company shall maintain the effectiveness thereof until all shares registered thereunder have been disposed of or are freely tradeable under Rule 144(k) under the Securities Act. 1. Redemption of Warrants. The Company may call the Warrants for redemption in ---------------------- whole or in part at a price of $.10 for each share issuable upon exercise of the Warrants, by written notice specifying the redemption date, such notice to be mailed at least 30 days before such redemption date, to the Warrant holders at their respective addresses as they appear on the books of the Company; provided, however, that such notice may only be mailed within 10 days following any period of 20 consecutive trading days during which the closing bid price for the Common Stock on the Nasdaq Small Cap Market (or such other trading market as the Common Stock may then be trading) has equalled or exceeded $9.00 per share on each such day (subject to adjustment for any stock dividends, stock splits, reverse stock splits or similar events that shall have occurred between the date of issuance of this Warrant and the date of such notice). If the Company elects to redeem part, but not all, of the Warrants, then such redemption shall be made pro rata with respect to all of the Warrants. This Warrant may be exercised at any time prior to the close of business on the date prior to the redemption date, and if not then exercised will terminate and be cancelled. Restrictions on Transfer of Warrants. Until such time as the resale of the ------------------------------------ Common Stock issuable upon exercise of this Warrant has become registered under the Securities Act, this Warrant may not be sold or transferred to any Person except to other Persons who are registered owners of the Warrants. The term "Person" means an individual or a corporation, partnership, trust, limited liability company, incorporated or unincorporated association, joint venture, or other entity of any kind. Notice of Adjustment of Exercise Price and Number of Warrant Shares. Upon any ------------------------------------------------------------------- adjustment of the Exercise Price of this Warrant or the number of shares issuable hereunder, the Company shall give notice thereof to the registered holder of this Warrant which shall set forth the new Exercise Price in effect after such adjustment and the increase or decrease, if any, in the number of shares issuable upon exercise of this Warrant. All such notices shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Notice of Certain Events. In case at any time (a) there shall be any ------------------------ reorganization or reclassification of the capital stock of the Company or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation or entity; or (b) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give notice to the registered holder of this Warrant of the date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place. Such notice shall be given not less than 20 days prior to the action in question. No Rights as Shareholder. Prior to the exercise of this Warrant the holder of ------------------------ this Warrant shall not be entitled to any rights of a shareholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, or to receive notice of meetings of shareholders. Lost, Stolen, Mutilated or Destroyed Warrants. If this Warrant is lost, --------------------------------------------- stolen, mutilated or destroyed, the Company shall, on such terms as to indemnity or otherwise as it may in its discretion impose (which in the case of a mutilated Warrant shall include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. Miscellaneous. This Warrant and any term hereof may be changed, waived, ------------- discharged or terminated only by an instrument in writing signed by the Person or holder hereof against which enforcement of such change, waiver, discharge or termination is sought. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 2. IN WITNESS WHEREOF, the Company has executed this Warrant as of the day and year first above written. Dated: May 10, 2000 TRIO-TECH INTERNATIONAL By -------------------------------------------- A. Charles Wilson, Chairman 3. NOTICE OF EXERCISE TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE THIS WARRANT TRIO-TECH INTERNATIONAL The undersigned hereby exercises the right to purchase_______________________ shares of Common Stock covered by this Warrant according to the conditions thereof and herewith makes payment of $______________________________, the aggregate Exercise Price of such shares of Common Stock. [Print or type name(s) of Holder. If Holder is a trust, partnership, corporation or other entity, print name and title of authorized signatory.] Signature(s) of Holder or authorized signatory 4. EX-5 3 0003.txt OPINION OF SANDERS, BARNET, GOLDMAN, SIMONS & MOSK EXHIBIT 5 [LETTERHEAD OF SANDERS, BARNET, GOLDMAN, SIMONS & MOSK] May 30, 2000 Trio-Tech International 355 Parkside Drive San Fernando, California 91340 Re: Registration Statement on Form S-3 ---------------------------------- 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 686,350 shares of the Company's Common Stock, no par value (the "Shares"), of which 37,500 have been issued and the remainder of which are issued or issuable pursuant to the exercise of certain warrants and an option, pursuant to the Company's Registration Statement on Form S-3 (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, the Shares which have been issued are validly issued, fully paid and nonassessable, and, as to the Shares that are not yet issued, when and to the extent such Shares are issued in accordance with the terms of the applicable warrant or option, 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 this 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-23.1 4 0004.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Trio-Tech International on Form S-3 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 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Los Angeles, California May 30, 2000 -----END PRIVACY-ENHANCED MESSAGE-----