S-8

As filed with the Securities and Exchange Commission on March 21, 2022 Registration Statement No. _______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S‑8

REGISTRATION STATEMEMENT

UNDER

THE SECURITIES ACT OF 1933

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in Its Charter)

California	95-2086631
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
Block 1008 Toa Payoh North, Unit 03-09 Singapore	318996
(Address of Principal Executive Offices)	(Zip Code)

2017 Employee Stock Option Plan

(Full title of the plan)         

Victor H.M. Ting

Vice President and Chief Financial Officer

Trio-Tech International

Block 1008 Toa Payoh North

Unit 03-09 Singapore 318996

(65) 6265-3300

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This registration statement on Form S-8 registers an additional 300,000 shares of the Common Stock, no par value (the “Common Stock”), of Trio-Tech International, a California corporation (the "Registrant"), for issuance under the Registrant's 2017 Employee Stock Option Plan, which shares are in addition to the initial 300,000 shares of the Registrant’s Common Stock under the Registrant’s 2017 Employee Stock Option Plan registered on Form S-8 (File No. 333-222920) filed with the Securities and Exchange Commission (the “Commission”) on February 8, 2018 (the “Prior Registration Statement”).

On December 8, 2021, the Registrant’s stockholders approved an amendment to the 2017 Employee Stock Option Plan, pursuant to which the number of shares of Common Stock reserved thereunder was increased by 300,000 shares to an aggregate of 600,000 shares (the “Amendment”).  This Registration Statement covers such additional 300,000 shares of Common Stock reserved under the 2017 Employee Stock Option Planas a consequence of the Amendment.

Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which are on file with the Commission, are incorporated by reference in this Registration Statement:

(a) Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, including the portions of the Registrant’s Proxy Statement for the Annual Meeting held on December 8, 2021 filed with the Commission on October 20, 2021 incorporated by reference in Part III of such Annual Report on Form 10-K;

(b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 and December 31, 2021;

(c) Registrant’s Current Reports on Form 8-K filed on October 5, 2021, November 17, 2021, December 6, 2021, December 10, 2021 and Febuary 15, 2022 (except that any portions thereof that are furnished and not filed shall not be deemed incorporated); and

(d) The description of Registrant's Common Stock, no par value, registered under Section 12(b) of the Exchange Act, contained in Registrant's Registration Statement on Form 8-A, dated September 28, 1997, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 8. Exhibits

(a) The following exhibits are filed as part of this registration statement pursuant to Item 601 of the Regulation S-K and are specifically incorporated herein by this reference:

Exhibit Number	Description
5.1*	Opinion and Consent of Reed Smith LLP
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Reed Smith LLP (included in Exhibit 5.1)
107*	Filing Fee Table

*Exhibits marked with an asterisk(*) are filed herewith

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 Country of Singapore, on March 21, 2022.

TRIO-TECH INTERNATIONAL

By: /s/ VICTOR H.M. TING

Name: Victor H.M. Ting,

Title: Vice President and Chief Financial Officer

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	March 21, 2022
A. Charles Wilson
/s/ S.W.Yong	President, Chief Executive	March 21, 2022
S.W. Yong	Officer and Director
	(Principal Executive Officer)
/s/Victor H.M.Ting	Corporate Vice-President,	March 21, 2022
Victor H. M. Ting	Chief Financial Officer and Director
/s/Richard M. Horowitz	Director	March 21, 2022
Richard M. Horowitz
/s/Jason T. Adelman	Director	March 21, 2022
Jason T. Adelman

EXHIBIT INDEX

Exhibit Number	Description
5.1*	Opinion and Consent of Reed Smith LLP
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Reed Smith LLP (included in Exhibit 5.1)
107*	Filing Fee Table

*Exhibits marked with an asterisk(*) are filed herewith

EX-5.1

Exhibit 5.1

Reed Smith LLP
1901 Avenue of the Stars
Suite 700
Los Angeles, CA 90067-6078
310.734.5200
Fax 310.734.5299

March 21, 2022

Trio-Tech International

Block 1008 Toa Payoh North, Unit 03-09

Singapore 318996

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

This firm has assisted Trio-Tech International, a California corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an additional 300,000 shares of the Common Stock, no par value, of the Company (the "Common Stock"), issuable under the 2017 Employee Stock Option Plan of the Company (the “Plan”) pursuant to a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion hereinafter expressed, we have examined the proceedings heretofore taken by the Company with respect to the adoption of an amendment to the Plan and made such other legal and factual examinations and inquiries as we have deemed necessary and appropriate for the purpose of this opinion. We have assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of any participants thereunder. We have further assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein.

Based on the foregoing and having regard to legal consideration and other information that we deem relevant, it is our opinion that the additional shares of the Common Stock to be issued pursuant to stock options to be granted under the Plan will, when issued in accordance with the terms thereof (and assuming that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company) and when duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the participants, be legally issued, fully paid and non-assessable.

Registration Statement on Form S-8
Page 2

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. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

s/Reed Smith LLP

REED SMITH LLP

DLG/AI

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Trio-Tech International

Van Nuys, California

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 dated March 21, 2022 of our report relating to the consolidated financial statements of Trio-Tech International appearing in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021 bearing an unmodified audit opinion.

/s/ Mazars LLP

Singapore

March 21, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Trio-Tech International

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, no par value	Other	300,000 shares (4)	$6.63 (2)	$1,989,000 (3)	0.0000927	$184.38
Total Offering Amounts					$1,989,000		$184.38
Total Fee Offsets							—
Net Fee Due							$184.38

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares that may be offered or sold as a result of any future adjustments in accordance with the terms of the above-described Plan , including stock splits, stock dividends or similar transactions.

(2) The price of $6.50 per share, which is the average of the high and low prices of the common stock as reported on the NYSE American on March 16, 2022, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h).

(3) Calculated pursuant to Section 6(b) of the Securities Act.

(4) Represents shares of Common Stock added to the Registrant’s 2017 Employee Equity Incentive Plan as a result of an amendment thereto.