8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 30, 2005

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

1-14523	95-2086631
(Commission File Number)	(IRS Employer Identification No.)

14731 Califa Street, Van Nuys, California	91411
(Address of Principal Executive Offices)	(Zip Code)

(818) 787-7000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On September 30, 2005, European Electronic Test Centre Ltd., a wholly-owned subsidiary of the Registrant (“EETC”), entered into a Memorandum of Agreement with Dorville Homes Ltd. (“Buyer”) providing for the sale of EETC’s interest in the real property utilized in the operation of the Registrant’s former facility located in Dublin, Ireland. The agreement provides for a purchase price of €8,850,000 (Eurodollars), or approximately $10,671,330 (US) based on the exchange rate as of September 30, 2005 published by the Federal Reserve Statistical Release. Under the terms of the agreement, the Buyer paid a down payment of ten percent (10%) of the purchase price to EETC on September 30, 2005. The consummation of the sale of EETC’s interest in the real property is subject to certain conditions, including payment of the balance of the purchase price. The agreement contemplates a consummation date of October 27, 2005.

A press release relating to the sale of the real property was released on October 4, 2005, a copy of which is attached hereto as Exhibit 99.1.

Forward Looking Statements. The statements in this Current Report on Form 8-K concerning current management’s expectations are “forward looking statements” within the meaning of Section 27A of the Securities and Exchange Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that involve risks and uncertainties. Any statements contained herein (including, without limitation, statements to the effect that the Company or management “estimates,” “expects,” “intends,” “continues,” “may,” or “will” or statements concerning “potential” or variations thereof or comparable terminology or the negative thereof), that are not statements of historical fact should be construed as forward looking statements. There is no assurance that the transactions contemplated by the Agreement will be consummated. These forward-looking statements are based on our management’s current views and assumptions. The Company assumes no obligation to update the information herein or on the Company’s or its subsidiaries’ websites.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
99.1	Press release of Trio Tech International dated October 4, 2005

-1-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 5, 2005

TRIO-TECH INTERNATIONAL
By:	/s/   VICTOR H.M. TING
	Victor H.M. Ting, Chief Financial Officer
	and Vice President (Principal Financial Officer)

-2-

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Trio Tech International dated October 4, 2005

-3-

EX-99.1

EXHIBIT 99.1

LOS ANGELES
SINGAPORE
DUBLIN
PENANG
KUALA LUMPUR
BANGKOK

	Company Contact:	Investor Contact:
FOR IMMEDIATE RELEASE	A. Charles Wilson Chairman (818) 787-7000	Berkman Associates (310) 277-5162 info@BerkmanAssociates.com

Trio-Tech Announces Sale Of Its Ireland Facility For €8.85
Million

     Van Nuys, CA, — October 4, 2005 — Trio-Tech International (AMEX:TRT) today announced the execution of an agreement for the sale of its facility in Dublin, Ireland for €8.85 million in cash.

     As previously announced, Trio Tech closed its European Electronic Test Center in Dublin on August 31, 2005. Subject to certain contingencies including financing, the transaction is expected to close by the end of October 2005. Trio Tech has received a cash down payment of €885,000.

     “As semiconductor manufacturing shifts increasingly toward Asia, we are focusing our long-term development efforts in this area as well. The sale of our European Electronic Test Center is an important step forward in this strategy, and is not expected to have any adverse effect upon the Company’s operations. We are adding capacity in Singapore and actively evaluating opportunities to expand our business in China,” said President and Chief Executive Officer S.W. Yong.

     At June 30, 2005, Trio Tech reported shareholders’ equity of approximately $9.3 million, including cash and short-term deposits of approximately $4.7 million. Trio Tech currently has approximately 3.0 million fully diluted common shares outstanding.

About Trio-Tech

     Founded in 1958, Trio-Tech International provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. Headquartered in Van Nuys, California, the Company also designs, manufactures and markets equipment and systems used in the testing and production of semiconductors, and distributes semiconductor processing and testing equipment manufactured by others. For further information or to request quotations for any of Trio-Tech’s complete line of semiconductor test equipment, please visit the Company’s Web site at www.triotech.com.

Forward-Looking Statements

     This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and the following: the effectiveness of the cost reduction initiatives undertaken by the Company, changes in demand for the Company’s products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, excess or shortage of production capacity, and other risks discussed from time to time in the Company’s Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

* * * * *