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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K (Amendment No. 1) þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended June 30, 2004 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number 1-14523 TRIO-TECH INTERNATIONAL  California
    
    95-2086631(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 14731 Califa StreetVan Nuys, California
    
    91411(Address of principal executive offices)
    
    (Zip Code)
 Registrants Telephone Number: 818-787-7000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchangeTitle of each class
    
    On which registeredCommon Stock, no par value
    
    AMEX
 Securities registered pursuant to Section 12(g) of the Act:
None Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes þNo o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in the definitive proxy statement
incorporated by reference in Part III of this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes o No þ The aggregate market value of voting stock held by non-affiliates of
Registrant, as of December 26, 2003 was approximately $10.8 million (based upon
the last sales price for shares of Registrants Common Stock as reported by the
AMEX on December 26, 2003, the last business day of the Companys most recently
completed second fiscal quarter). Shares of Common Stock held by each officer,
director and holder of 5% or more of the outstanding Common Stock (including
shares with respect to which a holder has the right to acquire beneficial
ownership within 60 days) have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. The number of shares of Common Stock outstanding as of September 10, 2004 was
2,964,542.    1




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EXPLANATORY NOTE This Amendment No. 1 to Form 10-K is being filed to correct certain
inadvertent errors in the chart contained in Item 5 of Part II of the Form 10-K
of Trio-Tech International filed with respect to the fiscal year ended June 30,
2004, to file the accountants consent inadvertently omitted from such Form
10-K filing and to correct the cover page to such Form 10-K to uncheck the box
thereon in order to reflect that disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is contained in the definitive Proxy Statement of
Trio-Tech International. Revised Item 5 of Part II of said Form 10-K is set forth below: PART II ITEM 5 MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS The Registrants common stock is traded on the American Stock Exchange under
the symbol TRT. The following table sets forth, for the periods indicated,
the range of high and low sales prices of our common stock as quoted by AMEX: Quarter Ended
    
    High
    
    LowFiscal 2003September 30, 2002
    
    
    2.65
    
    
    
    1.87December 31, 2002
    
    
    2.30
    
    
    
    1.51March 31, 2003
    
    
    2.30
    
    
    
    1.86June 30, 2003
    
    
    2.45
    
    
    
    1.86Fiscal 2004September 30, 2003
    
    
    3.60
    
    
    
    2.40December 31, 2003
    
    
    4.25
    
    
    
    3.24March 31, 2004
    
    
    4.65
    
    
    
    3.59June 30, 2004
    
    
    5.00
    
    
    
    4.25
 The Company has never declared any cash dividends on its common stock. Any
future determination as to cash dividends will depend upon the earnings and
financial position of the Company at that time and such other factors as the
Board of Directors may deem appropriate. California law prohibits the payment
of dividends if the Company does not have sufficient retained earnings or
cannot meet certain asset to liability ratios. It is anticipated that no
dividends will be paid to holders of common stock in the foreseeable future. The following table sets forth certain information regarding equity
compensation plans of the Company: EQUITY COMPENSATION PLAN INFORMATIONPlan Category
    
    Number of
    
    Weighted-average
    
    Number ofsecurities to be
    
    exercise price of
    
    securitiesissued upon
    
    outstanding options
    
    remaining availableexercise of
    
    
    
    for future issuanceoutstanding options
    
    
    
    under equitycompensation plans(excludingsecuritiesreflected in column(a))(a)
    
    (b)
    
    (c)Equity compensation plans
approved by security holders:(1) Companys 1988
Stock Option Plan
    
    
    228,500
    
    
    $
    3.87
    
    
    
    86,500(2) Directors Stock
Option Plan
    
    
    117,000
    
    
    $
    3.31
    
    
    
    168,000Equity compensation plans not
approved by security holders:
    
    
    0
    
    
    $
    0.00
    
    
    
    0Total
    
    
    345,500
    
    
    $
    3.68
    
    
    
    254,500
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
Form 10-K to be signed on its behalf by the undersigned thereunto duly
authorized. TRIO-TECH INTERNATIONALBy:
    /s/ VICTOR H.M. TINGVICTOR H.M. TINGVice President and
Chief Financial OfficerDate: October 29, 2004 INDEX TO EXHIBITS 23.1
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    Rule 13a-14(a) Certification of Principal Executive Officer of Registrant31.2
    
    Rule 13a-14(a) Certification of Principal Financial Officer of Registrant32
    
    Section 1350 Certification
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