As filed with the Securities and Exchange Commission on June 22, 2012
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549­
 
FORM S-8
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
TRINITY BIOTECH PLC
(Exact name of Registrant as specified in its charter)
 
Republic of Ireland
 
Not Applicable
(State or other jurisdiction of
incorporation or organization)
 
(I.R .S. Employer
Identification No.)
 
IDA Business Park
Bray, Co. Wicklow
Ireland
011 353 1 276 9800
(Address of Registrant's principal executive offices)
 
TRINITY BIOTECH PLC EMPLOYEE SHARE OPTION PLAN 2011
(full title of the plan)
 
Alan J. Bernstein, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
 New York, NY 10005
(212) 732-3200
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
 
Copies to:
 
Alan J. Bernstein, Esq.
Carter Ledyard & Milburn LLP
 2 Wall Street
 New York, NY 10005
(212) 732-3200
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
(Do not check if a smaller
reporting company)
Smaller reporting company o
 
CALCULATION OF REGISTRATION FEE
 
Title of securities to be  registered
Amount to be
registered
Proposed maximum offering
price per share
Proposed
maximum aggregate
offering price
Amount of
 registration fee
Class A Ordinary Shares
represented by American Depository Shares (1)
5,000,000 (2)
$11.58(3)
$14,475,000 (3)
$1,658.83

(1)
American Depositary Shares (“ADS”), each ADS representing four Class A Ordinary Shares, nominal value US$0.0109 per share (“Common Stock”) of Trinity Biotech plc (the “Company”), have been registered on a separate Registration Statement on Form F-6.
 
(2)
The 5,000,000 Class A Ordinary Shares represent the number of shares issuable under the Employee Share Option Plan 2011 (the “Plan”) and are represented by 1,250,000 ADS.
 
(3)
Calculated for 1,250,000 ADS pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of the average of the high and low prices ($11.68 and $11.48) of an ADR, as quoted on the NASDAQ GS on June 19, 2012.
 
This Registration Statement shall become effective immediately upon filing as provided in Rule 462(a) under the Securities Act of 1933.
 
 
 
 
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.    Plan Information*
 
Item 2.    Registrant Information and Employee Plan Annual Information*
 
* This information is not required to be included in, and is not incorporated by reference in, this Registration Statement.
 
 
 
 
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.    Incorporation of Documents by Reference

 
The following documents which have been filed by the Company (File No. 0-22320) with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) are incorporated by reference herein and shall be deemed to be a part hereof.
 
(a)           The Company's Annual Report on Form 20-F for the year ended December 31, 2011 (the “Annual Report”) filed on April 6, 2012.
 
(b)           All other reports filed by the Company with the Commission pursuant to Sections 13(a) or 15(d) of the 1934 Act, since December 31, 2011.
 
(c)           A description of the ADSs and the Class 'A' Ordinary Shares is contained in Amendment No. 5 to the Company's Registration Statement on Form F-l (File No. 333-48556) and in Item 10 in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
 
In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in and made a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated by reference shall be deemed to be modified or superceded for purposes of this Registration Statement to the extent that it conflicts with a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference, and such statement shall not be deemed, except so modified or superceded, to constitute a part of this Registration Statement.
 
Copies of any documents that are incorporated by reference herein, other than exhibits to such documents, may be obtained upon request without charge by written or oral request from the Company's Corporate Secretary, Trinity Biotech plc, IDA Business Park, Bray, Co. Wicklow, Ireland. The Company's telephone number is 011 353 1 276 9800.
 
Item 4.    Description of Securities
 
Not applicable.
 
Item 5.    Interests of Named Experts and Counsel
 
Not applicable.
 
 
II-1
 
 
Item 6.    Indemnification of Directors and Officers
 
The Company's Articles of Association provide that every Director, Managing Director, agent secretary or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceeding, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto.
 
Item 7.    Exemption from Registration Claimed - Not applicable.
 
Item 8.    Exhibits
 
4.           Employee Share Option Plan 2011
 
5.           Opinion of William Fry
 
23.1           Consent of Grant Thornton, Independent Registered Public Accounting Firm
 
23.2           Consent of William Fry (included in Exhibit 5)
 
 24            Powers of Attorney (included in signature pages)
 
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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum approximate offering price set forth in the Calculation of Registration Fee table in the effective registration statement.
 
 
II-2
 
 
(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)(l)(i) and (a)(1)(h) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic 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 the 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.
 
 
II-3
 
 
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 Dublin, Ireland on the 22 day of June, 2012.
 
 
TRINITY BIOTECH PLC
 
       
 
By:
/s/ Kevin Tansley  
    Kevin Tansley  
    Chief Financial Officer  
       

 
II-4
 
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes Kevin Tansley his true and lawful attorney-in-fact with full power to execute in the name of such person, in the capacities stated below, and to file, such one or more amendments to this Registration Statement as the Registrant deems appropriate, and generally to do all such things in the name and on behalf of such person, in the capacities stated below, to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission thereunder, and hereby ratifies and confirms the signature of such person as it may be signed by such attorney-in-fact to any and all amendments to this Registration Statement.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the above power of attorney have been signed below by the following persons in the capacities indicated on June 22 , 2012.
 
Signature
 
Title
     
/s/   Ronan O'Caoimh
 
Chief Executive Officer
Ronan O'Caoimh
  (Principal Executive Officer and Director)
 
   
/s/   Denis Burger
 
Non-executive Director
Denis Burger
  (Authorized U.S. representative)
     
/s/   Rory Nealon
 
Chief Operations Officer and Director
Rory Nealon
   
     
/s/ Kevin Tansley
 
Chief Financial Officer and Company Secretary
Kevin Tansley
   
     
/s/ James Walsh    Chief Scientific Officer and Director
James Walsh    
   
 
Peter Coyne
 
Non-executive Director
     
   
 
James D. Merselis
 
Non-executive Director
     
   
 
Clint Severson
 
Non-executive Director
 
 
II-5
 
 
INDEX OF EXHIBITS
 
4.       Employee Share Option Plan 2011
 
5.       Opinion of William Fry

23.1   Consent of Grant Thornton, Independent Registered Public Accounting Firm
 
23.2   Consent of William Fry (included in Exhibit 5)
 
24      Powers of Attorney (included in signature pages)


II-6
 
EXHIBIT 4
 
TRINITY BIOTECH PLC
 
 EMPLOYEE SHARE OPTION PLAN 2011
 
 
 
 
 
TRINITY BIOTECH PLC
EMPLOYEE SHARE OPTION PLAN 2011
 
Rules
 
Definitions
 
1.
The Plan is established by an ordinary resolution of the Shareholders passed on 20 May 2011. The purpose of the Plan is to provide for the granting of share options to Directors and Employees of and Consultants to the Company and its subsidiary and associated companies in accordance with the provisions hereinafter contained.
 
2. 
In the Plan the following expressions bear the following meanings:-

 
(a)
“Associated Company”
means a company under the Control of the Company or any Subsidiary of the Company or any combination thereof or in which the Company and/or its Subsidiaries have a shareholding interest of 20% or greater;
 
(b)
“the Board”
means a duly constituted committee of the Board of Directors for the time being of the Company at which a quorum is present;
 
(c) 
“the Company”
means Trinity Biotech Public Limited Company;
 
(d) 
“Consultant”
means any individual or company who has a consultancy agreement with the Company or a Participating Company;
 
(e) 
“Control”
has the same meaning as in Section 11 of the Taxes Consolidation Act, 1997;
 
(f) 
“Date of Grant”
means the date on which an Option is granted as determined by the Board and specified in the Option Certificate;
 
(g) 
“Directors”
means, in relation to the Company or a Participating Company its board of directors and “Director” shall be construed accordingly and shall include non-executive members of any such board of directors;
 
(h) 
“Employee”
means an employee of the Company or a Participating Company (other than one who is a Director of the Company or of a Participating Company);
 
(i) 
“Final Option Date”
means in relation to an Option the last date upon which any part thereof may be exercised under Clause 7, which date shall be determined by the Board and specified in the Option Certificate, but in no event shall be later than the date preceding the tenth anniversary of the Date of Grant;
 
 
2
 
 
(j)
“Market Value”
means the price which in the opinion of the Board represents the fair market value of a Share, having regard in circumstances where the Shares are traded on the Markets, to the prices prevailing in the Markets;
 
(k)
“Markets”
the Stock Exchange Official List - Ireland and the National Association of Security Dealers Automated Quotation Market;
 
(l)
“Nominated Person”
means a person who shall have been nominated for the purpose of the Plan pursuant to Clause 3(a);
 
(m) 
“Notice of Exercise”
means a notice of exercise of an Option in the form set out in Schedule 2 to the Plan or such other form approved by the Board;
 
(n)
“Option”
means an option granted pursuant to the Plan;
 
(o)
“Option Certificate”
means a certificate executed under the seal of the Company evidencing the grant of an Option, in the form set out in Schedule 1 to the Plan or such other form approved by the Board;
 
(p)
“Option Price”
means the price at which a Share must be subscribed on exercise of an Option;
 
(q) 
“Participant”
means any Nominated Person (or, in the event of his death, his personal representative) who is for the time being the holder of an Option;
 
(r) 
“Participating Company”
means any company being the Company or an Associated Company to whom the Board has extended the Plan;
 
(s)
“the Plan”
means the Trinity Biotech Plc Employee Share Option Plan 2011, consisting of these rules, as amended from time to time in accordance with the provisions in that regard herein contained;
 
(t)
“Shares”
means the “A” Ordinary Shares of US$0.0109 each in the capital for the time being of the Company; and
 
(u)
'Subsidiary”
has the meaning assigned in Section 155 of the Companies Act 1963.
 
The Rule headings are for ease of reference only and shall not in any way affect the interpretation hereof.
 
 
3
 
 
ELIGIBILITY FOR PARTICIPATION
 
3. 
(a)   
Power of Board
 
The Plan is available for Directors, Employees or Consultants who shall be nominated for the purpose by the Board.
 
 
(b) 
Absolute Discretion
 
The Board shall at its absolute discretion determine whether or not a person is a Director, Employee or Consultant.
 
 
(c) 
No Right
 
No person shall be entitled as of right to participate in the Plan and the decision as to who shall have the opportunity of participating and the extent of his participation will, subject to the Plan, be made by the Board in its absolute discretion.
 
LIMITS
 
4.
(a)   
Ten Year Limit
 
No Option shall be granted under the Plan on a date later than ten years after the date of adoption of the Plan by the members of the Company.
 
 
(b) 
Overall Limits for Plan at Adoption Date
 
Subject to Rules 13 and 14, the maximum number of Shares over which Options may be in issue at any one time under the Plan shall be 5,000,000.
 
5.
(a)   
Power to Grant
 
Subject to the provisions of paragraph (e) of this Rule 5 and Rule 21(a), the Board may on behalf of the Company grant Options to Nominated Persons at any time or times within ten years of the date of adoption of this Plan by the members of the Company.
 
 
(b) 
Non-Assignable
 
Options shall be personal to the grantee and non-assignable, subject to Rule 8, unless the Board in its sole discretion consents to an assignment or transfer. Any purported transfer, assignment, mortgage or charge of an Option, without the consent in writing of the Board, shall cause the Option to lapse forthwith.
 
 
(c) 
Certificates
 
An Option Certificate shall be issued to a Participant in respect of each Option.
 
 
4
 
 
 
(d) 
Right to   Renounce
 
An individual to whom an Option has been granted may, by notice in writing within 30 days after receipt of the Option Certificate, renounce such Option, in which event it shall be deemed never to have been granted.
 
 
(e) 
Employee with Two Years to Retire
 
An Option shall not be granted to any person who would otherwise have been eligible under Rule 3(a) if such person is within two years of the date upon which he would normally be expected to retire.
 
OPTION PRICE
 
6.
The Option Price in relation to an Option shall be determined by the Board but shall not be less than the nominal value of a Share. If the option is to be granted at Market Value the Market Value per Share of the Shares comprised in the Option is to be computed as at the day prior to the Date of Grant.
 
PERIODS FOR EXERCISE OF OPTIONS
 
7.
(a)
Subject to Rules 7(b), 8, 9, 10 and 16, an Option may be exercised at any time or times prior to the Final Option Date. An Option shall expire immediately after the Final Option Date to the extent that it has not been exercised.

 
 
(b)
The Board may when it grants an Option at its entire discretion attach a condition thereto such that the Option or portion(s) thereof may not be exercised until a period(s) (not exceeding four years) has elapsed from the Date of Grant. Such vesting condition(s) will be set out in the Option Certificate.
 
DEATH AND TRANSFER OF RIGHTS
 
8.
(a)
In the event of the death of a Participant before the Final Option Date the personal representative of such deceased Participant may, at any time and from time to time but no later than one year after the date of such death (or, if earlier, the Final Option Date), exercise the Option, to the extent exercisable on the date of the Participant's death, in whole or in part. Upon the expiration of such period the Option shall lapse to the extent that it shall not have been so exercised.
 
 
(b)
To the extent an Option is not exercisable on the date of a Participant's death, the Option shall lapse on such date unless the Board in its sole discretion determines that such Option shall be exercisable in whole or in part after such date and if the Board does so determine, the Option shall be exercisable in accordance with Rule 8(a).
 
 
5
 
 
RETIREMENT, RESIGNATION ETC.
 
9. 
(a)   
If a Participant ceases to be an Employee or Director or Consultant on account of:-
 
 
(i) 
retirement at normal retirement age; or
 
(ii)
resignation or early retirement due to disability or ill-health (such matter to be determined by the Board in its absolute discretion);
 
the Participant may at any time and from time to time but no later than one year after he shall have so resigned or retired (or, if earlier, the Final Option Date), exercise the Option, to the extent exercisable on the date of such resignation or retirement, in whole or in part. Upon the expiration of such period the Option shall lapse to the extent that it shall not have been so exercised.
 
 
(b)
To the extent an Option is not exercisable as of the date of a Participant's resignation or retirement as described in Rule 9(a), the Option shall lapse on such date unless the Board in its sole discretion determines that such Option shall be exercisable in whole or in part after such date and if the Board does so determine, the Option shall be exercisable in accordance with Rule 9(a).
 
 
(c)
If a Participant ceases on account of resignation, retirement, dismissal or otherwise (except on death, retirement at normal retirement age or resignation or early retirement due to disability or ill-health) to be an Employee or Director or Consultant, each Option held by the Participant, to the extent not exercisable at the date of such cessation, shall lapse on such date. lb the extent an Option is exercisable at the date of such cessation, it may be exercised by the Participant in whole or in part within 90 days after such date (or, if earlier, until the Final Option Date), failing which it will lapse.
 
 
(d)
If a Participant's employment or office or consultancy is terminated summarily for serious misconduct by the Company or Participating Company employing or engaging him, each Option held by the Participant shall lapse in full immediately upon such termination.
 
 
(e)
Notwithstanding the foregoing provisions, the Board in its sole discretion may determine that if circumstances so warrant, an Option may be exercised after the Participant ceases to be an Employee, Director or Consultant during a longer period than the period provided under the foregoing provisions and/or that an Option, to the extent not exercisable on the date a Participant ceases to be an Employee, Director of Consultant, shall be exercisable in full or in part after such cessation and may be exercised within a period specified by the Board, but in no event may an Option be exercised later than the Final Option Date and an Option will lapse to the extent not exercised within the period specified by the Board.
 
 
(f)
In no circumstances shall any Participant who ceases to serve as an Employee or Director or Consultant be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan which he might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever.
 
 
6
 
 
MERGER OR TAKEOVER
 
10.
In the event that the Company is a party to a merger, takeover or other reorganisation, including but not limited to a court sanctioned compromise or scheme arrangement, pursuant to which a party or parties acting in concert obtain(s) Control of the Company, or the Board considers that this is about to occur, or notice is given of a resolution for the voluntary winding-up of the Company, each Option shall automatically accelerate and become exercisable in full as of a date specified by the Board, conditional upon such merger, takeover or other reorganisation or winding-up, and the Board shall, at its discretion, with respect to each Option:
 
 
(i)
request the Participant to exercise the Option within such period and subject to such conditions as the Board may at its discretion determine and if the Participant does not comply with such request the Option shall lapse on a date specified by the Board; or
 
 
(ii)
arrange for payment of a cash settlement to the Participant, in cancellation of the Option, equal per Share subject to the cancelled Option to the excess of the amount to be paid for a Share in the merger or takeover or reorganisation or winding up over the Option Price.
 
PROCEDURES ON EXERCISE OF OPTIONS
 
11.
Upon the exercise of an Option in whole or in part the Participant shall deliver a Notice of Exercise and pay the Option Price in respect of the Shares for which the Option is being exercised to the Company, in cash or by cheque or by same-day sale exercise through a broker designated by the Company, or by any other means approved by the Board, and shall deliver the Option Certificate to the Company and the Company shall issue the appropriate Shares to the Participant and deliver to the Participant any appropriate balance Option Certificate.
 
12.
All Shares issued on any exercise of an Option shall rank pari passu in all respects with the Shares already in issue.
 
BONUS, RIGHTS ISSUES, VARIATION IN SHARE CAPITAL
 
13.
If an allotment of Shares is made to the holders of Shares credited as fully paid up and by way of capitalisation of reserves or a consolidation or subdivision or a reduction of the share capital of the Company or if any other variation in the share capital of the Company occurs, the Board may make such adjustment to the Option Price and/or the number and/or class of Shares subject each Option and to the share limit set out in Rule 4(b) as it deems appropriate.
 
14.
If holders of Shares are granted rights to subscribe for further shares (such rights being related to the number of Shares held by them respectively) the Board shall at its absolute discretion decide whether the granting of such rights and the subscriptions made thereunder shall result in the depletion in the value of each Share and the Board may make such adjustment(s) to the Option Price and/or the number and/or class of Shares subject each Option and to the share limit set out in Rule 4(b) as it deems appropriate.
  
 
7
 
 
NO SHARE ISSUES AT A DISCOUNT
 
15.
Notwithstanding anything herein contained no Option shall be granted to subscribe for any Shares at a discount to the nominal value of the Shares.
 
LIQUIDATION

 
16.
In the event of a liquidator being appointed to the Company all Options shall ipso facto cease to be exercisable and (save to the extent, if at all, that the Board may prior to such liquidation at its absolute discretion determine) Participants shall not be entitled to damages or other compensation of any kind.
 
EXCHANGE QUOTATIONS

 
17.
The Company will within five working days after the exercise of an Option apply for permission to deal in the Shares or securities of the Company (whichever one traded) issued pursuant to the exercise of Options on NASDAQ or such other stock exchange upon which the Shares or securities are for the time being quoted.
 
ALTERATIONS
 
18. 
The Company may at any time by resolution of the Board vary, amend or revoke any of the provisions of the Plan in such manner as it considers fit.
 
OBLIGATION TO KEEP UNISSUED CAPITAL
 
19.
The Company shall keep unissued sufficient Shares to enable it to discharge its obligations under the Plan and take all necessary steps (including the passing of resolutions of the Company) to ensure that the directors of the Company shall, at all times, be generally and unconditionally authorised to allot Shares pursuant to Options to Nominated Persons in accordance with the provisions of Section 20 Companies (Amendment) Act, 1983 or any statutory modification or re-enactment thereof, and so that the provisions of Section 23 of the said Act, or any statutory modification or re-enactment thereof shall not apply to any such allotment.
 
 
8
 
 
TERMINATION
 
20.
(a)   
The Plan may be terminated at any time by resolution of the Board.

 
 
(b)
Subsequent to any termination of the Plan under paragraph (a) of this Rule 20 the Company shall not grant any further Options but no such termination shall affect or modify any subsisting rights or obligations of Participants in respect of any Options and notwithstanding such termination the Company shall continue to administer and manage the Plan in accordance with the Rules.
 
GENERAL
 
21.
(a)
If the Shares are listed on a stock exchange or securities market, the Company and each Participant shall be subject to such insider dealing policy as the Company may implement from time to time for its officers and employees imposing restrictions on transactions in the Shares during specified periods.
 
 
(b)
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan, the decision of the Board shall be final and binding upon all persons.
 
 
(c)
Any notice or other communication under or in connection with an Option and/or the Plan may be given by personal delivery or by sending the same by prepaid post, in the case of the Company to:
 
The Share Option Plan Administrator
Trinity Biotech Plc
IDA Business Park
Bray
Co. Wicklow
 
and, in the case of a Nominated Person or a Participant, to his last known address provided to the Company, or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his employment or engagement, and where a notice or other communication is personally delivered, it shall be deemed to have been received at the time of delivery and where it is posted to an address within Ireland, it shall be deemed to have been received forty-eight (48) hours after it was put into the post properly addressed and stamped and where it is posted to an address outside Ireland, it shall be deemed to have been received on the fifth business day after the date it was put into the post properly addressed and stamped. If a Participant is an employee and is not on extended leave from employment, notice to such Participant may be sent by email to the address at the Company or the Participating Company at which the Participant customarily receives email correspondence in connection with his employment and shall be deemed to have been received upon transmission.
 
 
(d)
The Board shall be entitled to authorise any person to execute on behalf of a Participant, at the request of the Participant, any document relating to the Plan, insofar as such document is required to be executed pursuant thereto.
 
 
9
 
 
 
(e)
If withholding tax obligations arise in connection with any transaction under the Plan, then the Participant or other person who is subject to such obligations shall make arrangements satisfactory to the Company to meet such obligations. The Company shall not be required to issue or procure the transfer of any Shares under the Plan until such obligations are satisfied.
 
 
(f)
By participating in the Plan, each Participant consents to the holding and processing of personal data relating to him by the Company or any Participating Company for all purposes relating to the operation of the Plan which purpose include, but are not limited to:
 
 
(i) 
administering and maintaining Participant records;
 
 
(ii) 
providing information to tax and regulatory authorities;
 
 
(iii)
providing information to registrars, brokers and other third party administrators of the Plan; and
 
 
(iv)
providing information, on a confidential basis, to potential purchasers of the Company or the business in which the Participant is employed.
 
 
(g)
The Plan shall be governed by and construed and interpreted in accordance with Irish law and the Company and Participants agree to submit to the non-exclusive jurisdiction of the Courts of Ireland in relation to any claim, dispute or difference which may arise hereunder.
 
 
10
 
 
SCHEDULE 1
 
OPTION CERTIFICATE
 
TRINITY BIOTECH PLC EMPLOYEE SHARE OPTION PLAN 2011
 
THIS DOCUMENT IS IMPORTANT
Name of Participant:    .........................................................................................................................................
   
Address of Participant: ......................................................................................................................................... 
  .........................................................................................................................................
  .........................................................................................................................................
  .........................................................................................................................................
   
Date of Grant: .........................................................................................................................................
   
Number of Shares:  .........................................................................................................................................
   
Option Price per Share: .........................................................................................................................................
   
Vesting Conditions: .........................................................................................................................................
   
Last Date on which Notice of Exercise of Option can be given
(Final Option Date):  
.........................................................................................................................................
 
THIS IS TO CERTIFY   that the Participant named above was on the above Date of Grant granted an option to subscribe for the above number of “A” Ordinary Shares (“Shares”) in Trinity Biotech plc (the “Company”) at the above Option Price per Share. This Option may not be transferred, assigned, mortgaged or charged by the Participant and any purported transfer, assignment, mortgage or charge will cause this Option to lapse forthwith. This Option is exercisable subject to and in accordance with the terms and conditions of the Trinity Biotech plc Plan 2011, a copy of which accompanies this Option Certificate.
 
If the Participant wishes to renounce this Option, he may do so by notifying the Company in writing by 30 days after date of delivery of Option Certificate.
 
 
11
 
 
PRESENT when the common seal
of TRINITY BIOTECH PUBLIC LIMITED
COMPANY was affixed hereto:
 
 
___________________________________
Signature

___________________________________
Print name

___________________________________
Signature
 
___________________________________
Print name
 
 
12
 
 
SCHEDULE 2
 
NOTICE OF EXERCISE
 
TO: 
The Secretary
Trinity Biotech plc
IDA Business Park
Bray
Co. Wicklow
 
Trinity Biotech plc (“The Company”)
 
Trinity Biotech plc Employee Share Option Plan 2011
 
Date of Grant of Option:
 
Option Price per Share:
 
Total number of Shares subject to Option:

 
 
I hereby exercise the above option in respect of _______________**     Ordinary Shares in the Company.
 
I enclose payment of the Option Price by [cheque][cash][cashless exercise][other method of payment].

 
Full Name:
........................................................................................
 
Address:
........................................................................................
 
Signature:
........................................................................................
 
Date:
........................................................................................
 
**Note
 
Insert the number of Shares in respect of which the option is exercised.
 

 
13
 
EXHIBIT 5
 
 
WILLIAM FRY
 
Fitzwilton House, Wilton Place, Dublin 2, Ireland. DX23 Dublin.
TEL. +353 1 639 5000 FAX. +353 1 639 5333 EMAIL. info@williamfry.le WEB. www.williamfry.ie
 
  Our Ref   014601.0004.DMF
20 June 2012
 
Trinity Biotech plc
Bray Business Park
Bray
Co. Wicklow
Ireland
 
FORM S-8 REGISTRATION STATEMENT TRINITY BIOTECH PLC
 
Dear Sirs,
 
1. Capacity and Basis
 
We have acted as Irish Solicitors to Trinity Biotech plc (the “Company”) in connection with the Irish law aspects of the Registration Statement on Form S-8 (the “Registration Statement”) under the United States Securities Act 1933, as amended, filed on the date hereof covering 5,000,000 Class “A” Ordinary Shares represented by American Depositary Shares in the Company (the “Shares”) issuable under the Company's Employee Share Option Plan 2011 (the “Plan”).
 
This Opinion Letter is issued for the purposes of the Registration Statement and is based on the assumptions and subject to the reservations and qualifications set out below.
 
2. Documents
 
For the purpose of issuing this Opinion Letter we have reviewed and relied upon each of the following documents (each a “Document” and collectively, the “Documents”):
 
(a)    A certificate from the Company Secretary of the Company dated 20 June 2012 as to certain matters to be relied on by us (the “Company Certificate”), a copy of which is annexed hereto marked “A”.
     
(b)
   Copy of the Plan in the form which is annexed hereto marked “B”.
     
(c)
  		  The report of searches made against the Company by Rochford Brady independent law searchers, on our behalf on 20 June 2012 in the Irish Companies Registration Office and the Central Office of the High Court, Dublin (together the “Searches”).
     
(d)
  		  A copy of the Memorandum and Articles of Association of the Company annexed as Appendix I to the Company Certificate (the “Memorandum and Articles of Association”).
 
CHAIRMAN
PARTNERS
J. Larkin
L. McCabe
A. Cornpton
N. Lillis
B. O'Callaghan
F. Doorly
L. Corty
CONSULTANTS
A. Price
D. Morrissey
M. Quinn
P. Kenny
C. Commins
C. Linehan
K. Sheil
I. Banim
R. Breen
H. Fry
 
O . O'Connell
E. Spain
M. Roe
B. Conway
F. Barry
D. Fitzgibbon
A. Mcintyre
J. Conlon
N. O'Byrrie
MANAGING
B. Cahill
J. Handoll
D. Cu1len
F. Devine
R. Little
S. O'Donnell
R. Stanton
C. Waterson
*M. Phelan
PARTNER
E. Ha nly
O. O'Sullivon
T. O'Reilly
P. Murray
S. Cahir
P. Taylor
A. Synnott
 
B. Heneghan
M. Garrett
N. White
K. Casey
B. Kenny
D. Carthy
E. Caulfieid
S. Kelleher
G. Breen
 
M.  O'Connor
 
M. Wolfe
B. Bourke
O. Brennan
S. Manzor
C. Little
J. Heneghan
L. Moore
   
 
B. Shubotham
A. Muckian
C. Plunkett
S. Keogh
L. McCarthy
B. Duffy
A. Henry
   
 
100 Park Avenue, Suite 1600, New York, Ny 10017, and 800 West El Camino Real, Suite 180, Mountain View, Ca 90404.
 In association with Tughans, North Ireland  * Not a member of the Law Society of Ireland
 
 
 
 
 
 
  (e)     A copy of the resolutions passed at a meeting of the Board of Directors of the Company (the “Board of Directors”) held on 20 May 2011 annexed as Appendix II to the Company Certificate,
     
  (f)    A copy of the minutes of the annual general meeting of shareholders of the Company held on 20 May 2011 at which, inter alia, a resolution of the shareholders of the Company was passed approving the Plan and a copy of the minutes of the annual general meeting of shareholders of the Company held on 25 May 2012 at which, inter alia, resolutions of the shareholders of the Company were passed authorising the Company to allot shares pursuant to section 20 of the Companies (Amendment) Act 1983 and on a non-pre-emptive basis for the purposes Of section 23 of the Companies (Amendment) Act 1983; copies of all such resolutions being annexed as Appendix III to the Company Certificate. Terms defined in the Plan and not otherwise defined herein bear the same meaning as in the Plan.
 
3. 
Opinions
 
Based on our review of the Documents and upon the assumptions listed at Clause 4, and subject to all applicable bankruptcy, insolvency, liquidation, examinership, re-organisation, moratorium and other laws relating to the enforcement of creditors' rights generally and to the reservations and qualifications set out in Clauses 5 and 6, we express the following opinion:
 
If:
 
(i)  an option (the “Option”) is granted to an Employee, Director or Consultant (a “Participant”) pursuant  to the Plan at an option price not less than $0.0109 per Share (the “Option Price”),
 
(ii)  that Participant validly exercises the Option and pays the Option Price at a time the Company has authorised but unissued capital available for issue;
 
(iii)  the Company has the necessary authorities under sections 20 and 23 of the Companies  (Amendment) Act 1983 as more particularly described in Clause 5 (b) of this Opinion Letter; and
 
(iv)  the Board pursuant to the Plan resolves to issue Shares to that Participant, the Shares so issued will be validly issued, fully paid and non-assessable securities of the Company.
 
4.
Assumptions
 
For the purpose of issuing this Opinion Letter we have made the following assumptions, without independent verification:
 
 
(a)
That the copies of each Document referred to herein as being reviewed by us are true, complete and accurate copies of the originals thereof as in effect on the date hereof without any amendment or modification thereto and that each Document furnished to us in unsigned or unexecuted form will be duly signed or executed (as the case may be) in substantially the same form as that reviewed by us for the purposes of this Opinion Letter.
 
 
(b)
The authenticity of all signatures and/or corporate seals on, and the capacity of all individuals who signed, any of the Documents.
 
 
2
 
 
 
 
(c)
That the Company Certificate fully and accurately states the position as to the matters of fact or opinion referred to therein and that the position as stated therein in relation to any factual matter or opinion pertains as of the date hereof.
 
 
(d)
That the copy produced to us of minutes of the meeting of the Board of Directors is a true copy and correctly records the proceedings at such meeting and the resolutions approved thereat; that such meeting was quorate and duly convened and held, that those present at such meeting acted bona fide in the interests of the Company throughout, that the provisions contained in the Companies Acts 1963-2009 and/or the Articles of Association of the Company relating to the declaration of the interests of the Directors and the powers of interested Directors to vote were duly observed, that all resolutions set out in such copy were duly passed and that no further resolutions of the Board of Directors or any committee thereof have been passed, or corporate or other action taken, which would or might alter the effectiveness thereof. We also assume that the foregoing-will apply to any meeting of the Board considering the grant of and exercise of Options.
 
 
(e)
That the copies produced to us of the minutes of meetings of the shareholders of the Company are true copies and correctly record the proceedings at such meetings and the resolutions approved thereat; that such meetings were quorate and duly convened and held, that all resolutions set out in such copies were duly passed and that no further resolutions of the shareholders of the Company, the Board or any committee thereof have been passed, or corporate or other action taken, which would or might alter the effectiveness thereof.
 
 
(f)
That it is and was in the interests of (and will (or did) commercially benefit) the Company to enter into the Plan and grant Options.
 
 
(g)
That the Company is not and was not, at the date of execution or signature, or the effective date of, the grant of an Option, and will not, as a result of the transactions contemplated by the Plan or an Option, become insolvent or unable to pay its debts, or be deemed to be so under any applicable statutory provision, regulation or law.
 
 
(h)
That, in so far as the laws of any other jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the rights or obligations expressed in the Plan or on the grant of an Option or the transactions contemplated by the Plan and that there is no provision of the laws of any jurisdiction (other than Ireland) that would have a bearing on any of the matters opined upon herein and, to the extent that the Company requires any authorisation, consent or approval from any public, administrative or governmental body in any jurisdiction outside of Ireland in relation to all or any of such matters, that it has obtained each such authorisation, consent or approval and has complied, and will continue to comply, with any conditions attaching thereto.
 
 
(i)
That there are no agreements or arrangements in existence or contemplated between the parties (or any of them) to the Plan which in any way amend, add to or vary the terms or conditions of the Plan or the respective rights and interests of the parties contemplated thereby.
 
 
(j)
That there are no contractual or similar restrictions or other arrangements binding on the Company which could affect the conclusions in this Opinion Letter.
 
 
3
 
 
 
 
(k) 
That the Company was not induced by fraud, misrepresentation or by any similar circumstance to enter into the Plan or any Option thereunder.
 
5. 
Reservations and Qualifications
 
This Opinion Letter is given subject to the following reservations and qualifications:
 
 
(a)
The opinions in this Opinion Letter are given solely on the basis of a review of the Documents and the applicable law with regard to the matters specified herein. The opinions are given only in respect of the laws of Ireland in effect as of the date of this Opinion Letter and as to the facts and circumstances as stated herein in existence at such date and this Opinion Letter is not to be taken” as expressing any opinion with regard to any matter governed by the laws of any jurisdiction other than Ireland.
 
 
(b)
Generally if an Irish company such as the Company is to issue shares, it must be first authorised by its shareholders pursuant to section 20 of the Companies (Amendment) Act 1983 to do so. Further the Company must generally issue those shares on a pre-emptive basis to existing shareholders pursuant to section 23 Companies (Amendment) Act 1983, unless specifically authorised by the shareholders to do otherwise. Authority for this purpose is usually considered and granted at the Company's AGM. The rules in sections 20 and 23 do not apply to the issue of shares (and the grant of Options) pursuant to an employee share scheme to employees or former employees of the Company or its group. The Plan however provides that Options may be granted to non-executive directors or consultants. To the extent that the Company grants Options to such persons, it will need at the relevant time to have authority under sections 20 and 23 to do so. As these authorities are time limited (5 years maximum) as a matter of law, they will need to be renewed from time to time (and at least at their expiry) for the duration of the Plan. It is assumed that the Company has, at the relevant time, the necessary authorities under sections 20 and 23 to grant Options to such persons.
 
 
(c)
Any term of an agreement may be amended orally by the parties notwithstanding any provision to the contrary in such agreement, and documents may be impliedly amended by later agreements or a course of dealing between the parties thereto, notwithstanding any provision to the contrary therein contained.
 
 
(d)
An Irish Court may refuse to give effect to any provision of an agreement which amounts to an indemnity in respect of the costs of unsuccessful litigation brought before an Irish court or where the court has itself made an order for costs.
 
 
(e)
The effectiveness of any provision in the Plan or Option purporting to exculpate a party from a liability, obligation or duty otherwise owed is limited by Irish law.
 
 
(f)
An Irish court has power to stay an action if concurrent proceedings are being brought elsewhere.
 
 
(g)
The Plan or an Option thereunder may not be valid or enforceable under Irish law to the extent that any obligation thereunder is unenforceable on account of illegality, misrepresentation or fraud or is overridden by considerations of public policy.
 
 
(h) 
We express no opinion as to tax law or international law.
 
 
4
 
 
 
6. 
General
 
This Opinion Letter may not be relied upon for any other purpose or furnished to, used by or circulated to any other person other than its addressee without our prior written consent in each instance. This Opinion Letter may, however, be filed as an exhibit to the Registration Statement and we consent to such filing if such filing of this Opinion Letter is required by the United States Securities and Exchange Commission and on the condition that such disclosure is for the purpose of confirming the existence of this Opinion Letter and that the United States Securities and Exchange Commission is not authorised to rely hereon. We hereby consent to a copy of this Opinion Letter (solely as an exhibit to the Registration Statement) being posted to an internet website required under Item 601 of Regulation S-K promulgated under the United States Securities Act of 1933, as amended, that is maintained by the United States Securities and Exchange Commission, solely for the purpose of complying with such rule on the strict undertaking that we assume no duty or responsibility to any person accessing such website, other than our client, in respect of the issues addressed in this Opinion Letter
 
Save where otherwise specified, a reference in this Opinion Letter to a Clause, is to a Clause of this Opinion Letter.
 
This Opinion Letter speaks only as of the date hereof and we disclaim any obligation to advise you or anyone else of changes of law or fact that occur after the date hereof. This Opinion Letter is given on the basis that it will be construed in accordance with, and governed in all respects by, the laws of Ireland which shall apply between us and all persons interested.
                                                                                       
 Yours faithfully,      Yours faithfully,   
   
  /s/William Fry    /s/William Fry
 William Fry  William Fry
 Solicitors  Solicitors
 


5



 

 
EXHIBIT 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We have issued our reports dated April 6, 2012 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report on Form 20-F for the year ended December 31, 2011 of Trinity Biotech plc and subsidiaries, which are incorporated by reference in this Registration Statement on Form S-8, We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.
 
/s/ Grant Thornton
Grant Thornton
Dublin, Ireland
 
June 20, 2012