Blueprint
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As filed with the Securities and
Exchange Commission on February
8, 2018
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Registration
Statement No. _______
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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)
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California
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95-2086631
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(State or other
jurisdiction of incorporation or
organization)
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(IRS Employer
Identification No.)
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16139 Wyandotte
Street, Van Nuys, California
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91406
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(Address of
Principal Executive Offices)
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(Zip
Code)
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2017 Employee Stock
Option Plan
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2017 Directors
Equity Incentive Plan
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(Full title of the
plans)
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A. Charles
Wilson
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16139 Wyandotte
Street
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Van Nuys,
California 91406
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(Name and address
of agent for service)
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(818)
787-7000
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(Telephone number,
including area code, of agent for service)
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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.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated filer
☐
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Smaller reporting company
☒
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(Do not check if a smaller reporting
company)
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Emerging
growth company ☐
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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.
CALCULATION
OF REGISTRATION FEE
Title of each
class of securities to be registered
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Amount
to
be
registered
(1)
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Proposed
maximum
offering
price per share
(2)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration
fee
(3)
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Common Stock, no
par value
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300,000(4)
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$6.22
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$1,866,000
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$232.32
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Common Stock, no
par value
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300,000(5)
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$6.22
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$1,866,000
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$232.32
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TOTAL:
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600,000
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$3,732,000
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$464.64
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(1) Pursuant to
Rule 416 under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement also
covers such indeterminable additional number of shares as may
become deliverable as a result of any future adjustments in
accordance with the terms of said Plans or individual awards, as
applicable.
(2) The price of
$6.22 per share, which is the average of the high and low prices of
the common stock as reported on the NYSE Global Market on
Febuary 5,
2018, 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) The number of
shares of Common Stock is the maximum number of shares available
for issuance under Registrant’s 2017 Employee Stock Option
Plan.
(5) The number of
shares of Common Stock is the maximum number of shares available
for issuance under Registrant’s 2017 Directors Equity
Incentive Plan.
EXPLANATORY NOTE
This Registration Statement
relates to up to 300,000 shares of the Common Stock, no par value,
of Trio-Tech International, a California corporation (the
"Registrant"), that are available for distribution under the 2017
Employee Stock Option Plan of Registrant (the “Employee
Plan”) and 300,000 shares of the Common Stock, no par value,
of the Registrant that are available for distribution under the
2017 Directors Equity Incentive Plan (the “Directors
Plan;” together with the Employee Plan, the
“Plans”). The Employee Plan provides for awards in the
form of stock options and the Directors Plan provides for awards in
the form of restricted stock and/or stock options. The maximum
number of shares available for distribution under each of the Plans
is subject to adjustment as a result of certain anti-dilution
provisions contained in that Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
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, 2017;
(b)
Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2017;
(c)
Registrant’s
Current Reports on Form 8-K filed on September 21, 2017, November
13, 2017 and December 7, 2017 (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 subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 4.
Description of
Securities
Not
applicable.
Item 5.
Interests of Named Experts
and Counsel
Not
applicable.
Item 6.
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
omissions 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 or
receipt of improper personal benefits. Registrant’s Board of
Directors believes that such provisions have become commonplace
among major corporations and are beneficial in attracting and
retaining qualified directors. Registrant’s Articles of
Incorporation include such provisions.
Registrant’s
Articles of Incorporation permit and its By-laws impose a mandatory
obligation upon the Registrant 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 Registrant.
In addition, Registrant has entered into indemnification agreements
with each of its directors and officers providing for the maximum
indemnification permitted or authorized by law.
The
foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers under the Securities
Act of 1933, as amended.
Registrant
maintains directors’ and officers’ liability insurance
that insures its directors and officers against the cost of
defense, settlement or payment of a judgment in certain specified
circumstances.
Item 7.
Exemption From
Registration Claimed
Not
applicable.
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
2017 Employee Stock
Option Plan
2017 Directors
Equity Incentive Plan
Opinion and Consent
of Reed Smith LLP
Consent of
Independent Registered Public Accounting Firm
Consent of Reed
Smith LLP (included in Exhibit 5.1)
Item 9.
Undertakings
(a)
The undersigned
registrant hereby undertakes:
(1)
To file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)
To include any
prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii)
To reflect in the
prospectus any facts or events arising after the effective date of
the 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 the
registration statement;
(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: Paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement is on
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2)
That, for the
purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment 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.
(b)
The undersigned
registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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)
Insofar as
indemnification for liabilities arising under the Securities Act of
1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
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 Van Nuys,
State of California, on Febuary 8, 2018.
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TRIO-TECH
INTERNATIONAL
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By:
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/s/
A.
Charles Wilson,
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A. Charles Wilson,
Chairman of the Board
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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.
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Signature
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Title
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Date
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/s/ A. Charles
Wilson
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Chairman and
Director
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Febuary
8,
2018
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A. Charles
Wilson
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/s/
S.W.
Yong
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President, Chief
Executive
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Febuary
8,
2018
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S.W.
Yong
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Officer and
Director
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(Principal
Executive Officer)
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/s/
Victor
H. M. Ting
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Corporate
Vice-President and Chief Financial
Officer
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Febuary
8,
2018
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Victor H. M.
Ting
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/s/
Richard
M. Horowitz
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Director
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Febuary
8,
2018
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Richard M.
Horowitz
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/s/
Jason
T. Adelman
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Director
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Febuary
8,
2018
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Jason T.
Adelman
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EXHIBIT INDEX
Exhibit
4.1
2017 Employee Stock
Option Plan
4.2
2017 Directors
Equity Incentive Plan
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)