8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

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

Date of report (Date of earliest event reported): December 2, 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))

EXPLANATORY NOTE

This Form 8-K/A is being filed to attach a corrected press release. The press release attached as exhibit 99.1 to Registrant’s Form 8-K filed on December 2, 2005 inadvertently and incorrectly referred to a record date of January 10, 2005 instead of the correct record date, January 10, 2006. A corrected press release was released on December 2, 2005 and is attached hereto as exhibit 99.1. The corrected information is set forth below.

Item 8.01. Other Events

On December 2, 2005, the Board of Directors of Registrant declared a cash dividend of fifty cents ($0.50 (US)) per share on the Common Stock of Registrant. The dividend will be paid on January 25, 2006 to shareholders of record on January 10, 2006. If all shares of Common Stock that may be acquired upon exercise of outstanding stock options are in fact acquired prior to the record date for the cash dividend, it is anticipated that the aggregate amount of the cash dividend will be approximately $1,600,000.

A press release relating to the declaration of the cash dividend was released on December 2, 2005, a copy of which is attached hereto as Exhibit 99.1.

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report, including the exhibit hereto, shall not be incorporated by reference into any registration statement or other document filed with the Commission.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1     Press release of Trio Tech International dated December 2, 2005

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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: December 2, 2005

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

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Trio Tech International dated December 2, 2005

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EX-99.1

EXHIBIT 99.1

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

Trio-Tech Declares $0.50 Per Share Cash Dividend

     Van Nuys, CA, — December 2, 2005 — Trio-Tech International (AMEX:TRT) announced today that on December 2, 2005 its Board of Directors declared a cash dividend of $0.50 (US) per share. The cash dividend is payable on January 25, 2006 to shareholders of record on January 10, 2006. If all shares of the Company’s Common Stock that may be acquired through the record date upon exercise of outstanding stock options are in fact acquired prior to the close of business on the record date, it is anticipated that the aggregate amount of the cash dividend will be approximately $1.6 (US) million.

     “This special cash dividend is a tangible reward to our loyal shareholders,” said S.W. Yong, Chief Executive Officer of Trio-Tech. “We believe that our strategy to focus on our semiconductor testing and burn-in business in Asia is beginning to deliver the growth for which we are striving. Demand at our facilities Singapore, Malaysia and Thailand is strong, and our recently announced agreement to acquire all of the outstanding shares of Globetronics Shanghai Inc. (GSI), a semiconductor testing and burn-in business based in Shanghai, China, is expected to position us to expand our operations in the important Chinese market. This transaction is currently scheduled to close in the first quarter of 2006. Based on the encouraging outlook for the global semiconductor industry, we are excited about Trio-Tech’s opportunities for growth.”

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.

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