triotech8kjan8_2009.htm
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): January 8, 2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
| 1-14523 |
95-2086631 |
| (Commission File
Number) |
(IRS
Employer Identification No.) |
| 16139
Wyandotte Street, Van Nuys, California |
91406 |
| (Address
of Principal Executive Offices) |
(Zip
Code) |
(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
January 8, 2009, Trio-Tech (Malaysia) Sdn. Bhd. (“Company”), a 55% owned
subsidiary of Trio-Tech International Pte., Ltd. (which in turn is a
wholly-owned subsidiary of the Registrant), entered into a Sales and Purchase
Agreement with TS Matrix Properties Sdn. Bhd. (“TSM”) whereby the Company agreed
to purchase from TSM real property totaling 7,312 square meters in Selangor
Darul Ehsan, Malaysia, the address for which is Lot 11A, Jalan SS 8/2, Sg. Way
Industrial Zone, 47300 Petaling Jaya, Selangor Darul Ehsan. This
property is currently leased by the Company for its testing
operations.
The total
cash purchase price to be paid by the Company under the Sales and Purchase
Agreement is RM 12,450,000 (Malaysian ringgit) or approximately $3,518,937 (U.S.
dollars). Pursuant to the Sales and Purchase Agreement, the Company paid TSM a
10% down payment of RM 1,245,000, or approximately $351,894 (U.S. dollars)
through internally generated funds. The consummation of the
transaction contemplated by the Sale and Purchase Agreement is subject to the
satisfaction of certain conditions. The balance of the purchase price
is expected to be paid upon completion of such conditions to closing through
internally generated funds and a bank loan of RM 9,625,000 (or approximately
$2,720,464 U.S. dollars).
All
dollar amounts above are based on the exchange rate as of January 8, 2009
published by the Federal Reserve Statistical Release. The foregoing
contains certain forward-looking statements which are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of
various factors, including without limitation changes in the exchange rate
between Malaysian ringgit and Unites States dollars.
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: January
13, 2009
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TRIO-TECH
INTERNATIONAL |
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By:
/s/
VICTOR H.M. TING |
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Victor
H.M. Ting, Chief Financial Officer
and Vice
President (Principal Financial
Officer)
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