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

 

 
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