0000898430-01-502653.txt : 20011009 0000898430-01-502653.hdr.sgml : 20011009 ACCESSION NUMBER: 0000898430-01-502653 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011001 EFFECTIVENESS DATE: 20011001 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: 333-70632 FILM NUMBER: 1750022 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 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on October 1, 2001 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) Directors Stock Option Plan --------------------------- (Full title of the plan ) 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 Proposed Proposed maximum maximum Title of Amount to be offering price aggregate Amount of securities to be registered per share offering price registration fee registered (1) (2) (1)(2) (1)(2) ------------------------------------------------------------------------------------------------------------- Common Stock, no 150,000 $3.005 $450,750 $112.69 par value -------------------------------------------------------------------------------------------------------------
(1) The number of shares of Common Stock is the maximum number of shares issuable upon the exercise of options which may be granted pursuant to the Directors Stock Option Plan (the "Plan"). This Registration Statement also covers such indeterminable number of shares as may become issuable as a result of anti-dilution provisions set forth in the Plan. (2) Calculated solely for the purpose of determining the registration fee and based upon $3.005 per share of the Common Stock, representing the average of the high and low sale prices of the Common Stock on September 26, 2001 as reported by the American Stock Exchange. EXPLANATORY NOTE This registration statement on Form S-8 relates to an additional 150,000 shares of the Common Stock, no par value, of Trio-Tech International, a California corporation (the "Registrant"), subject to the Registrant's Directors Stock Option Plan (the "Plan"). There is an effective registration statement on Form S-8, File Number 333-40102, for the balance of the shares of Common Stock subject to the Plan, which registration statement also covers certain other securities. The Plan was amended to increase the number of shares of Common Stock available thereunder from 150,000 shares to 300,000 shares. The contents of such earlier registration statement are hereby incorporated herein by reference. Item 8. Exhibits. ------ -------- Exhibit Number Description ------ ----------- 5 Opinion of Counsel. 23.1 Consent of Independent Accountants. 23.2 Consent of Counsel is contained in Exhibit 5 hereto. 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 September 28, 2001. 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 September 28, 2001 ------------------------------- A. Charles Wilson /s/ S. W. YONG President, Chief Executive Officer and September 28, 2001 ------------------------------- Director (Principal Executive Officer) S. W. Yong /s/ VICTOR H .M. TING Corporate Vice-President and Chief September 28, 2001 ------------------------------- Financial Officer (Principal Financial Victor H. M. Ting Officer and Accounting Officer) /s/ RICHARD M. HOROWITZ Director September 28, 2001 ------------------------------- Richard M. Horowitz /s/ JASON T. ADELMAN Director September 28, 2001 ------------------------------- Jason T. Adelman /s/ WILLIAM L. SLOVER Director September 28, 2001 ------------------------------- William L. Slover
EXHIBIT INDEX Exhibit Number Description ------ ----------- 5 Opinion of Counsel. 23.1 Consent of Independent Accountants. 23.2 Consent of Counsel is contained in Exhibit 5 hereto. EX-5 3 dex5.txt OPINION OF COUNSEL Exhibit 5 [LETTERHEAD OF CROSBY, HEAFEY, ROACH & MAY] September 28, 2001 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 additional 150,000 shares of the Company's Common Stock, no par value (the "Shares"), issuable under the Company's Directors Stock Option Plan (the "Plan"), 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 September 28, 2001 Page 2 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 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, /s/ CROSBY, HEAFEY, ROACH & MAY, Professional Corporation CROSBY, HEAFEY, ROACH & MAY, Professional Corporation DLG/tbm EX-23.1 4 dex231.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 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 7, 2001, appearing in the Annual Report on Form 10-K of Trio-Tech International for the year ended June 30, 2001. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Los Angeles, California September 28, 2001