As
filed
with the Securities and Exchange Commission on November 23, 2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
MEASUREMENT
SPECIALTIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
NEW
JERSEY
(State
or
Other Jurisdiction of Incorporation or Organization)
22-2378738
(I.R.S.
Employer Identification No.)
1000
Lucas Way, Hampton, Virginia 23666
(Address
of Principal Executive Offices) (Zip Code)
SAVINGS
PLAN FOR EMPLOYEES OF MEASUREMENT SPECIALTIES, INC.
(Full
Title of the Plan)
Frank
Guidone
Chief
Executive Officer
Measurement
Specialties, Inc.
1000
Lucas Way
Hampton, Virginia
23666
(Name
and
Address of Agent for Service)
(757)
766-1500
(Telephone
Number, Including Area Code, of Agent For Service)
CALCULATION
OF REGISTRATION FEE
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Title
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
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Common
Stock,
no
par value per share
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1,000,000
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$24.60
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$24,600,000
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$2,895
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(1) In
addition, pursuant to Rule 416(c) under the Securities Act of 1993, this
Registration Statement also includes an indeterminate amount of interests
to be
offered or sold pursuant to the employee benefit plan described
herein.
(2) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457
(h)(1) promulgated under the Securities Act of 1933, and based on the average
high and low price of the Registrant’s Common Stock on the NASDAQ - National
Market System on November 21, 2005.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3.
Incorporation of Documents by Reference.
The
following documents have been filed by Measurement Specialties, Inc., a
corporation organized under the laws of the State of New Jersey (the “Company”
or the “Registrant”), with the Securities and Exchange Commission (the
“Commission”) and are incorporated herein by reference (Commission File No.
001-11906 ):
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(a) |
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended March
31, 2005, filed on June 14, 2005;
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(b) |
the
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2005, filed on August 9,
2005;
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(c) |
The
description of the Registrant’s common stock, no par value per share,
contained in its Registration Statement on Form 8-A filed on July
31,
1987, as amended by Forms 8-A filed on April 21, 1993 and July
26, 1995,
respectively.
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Neither
Current Reports on Form 8-K furnished under Item 9 of Form 8-K nor Current
Reports furnished under Item 12 of Form 8-K are incorporated herein by
reference.
All
documents filed after the date hereof by the Registrant with the SEC (other
than
Current Reports on Form 8-K furnished pursuant to Item 9 or Item 12 of Form
8-K,
unless otherwise indicated therein) pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934,
as amended (the “Exchange Act”), and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 hereof
from their respective dates of filing; provided, however, that the documents
enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which
the
offering made hereby is in effect prior to the filing with the Commission
of the
Registrant’s Annual Report on Form 10-K covering such year shall not be
incorporated by reference herein or be a part hereof from and after the filing
of such Annual Report on Form 10-K.
Any
statement contained in a document incorporated by reference herein shall
be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
of this
Registration Statement.
ITEM
4. Description
of Securities.
ITEM
5. Interests
of Named Experts and Counsel.
Not
applicable.
ITEM
6. Indemnification
of Directors and Officers.
Section
14A:3-5 of the New
Jersey Business Corporation Act (“NJBCA”) gives
a
corporation the power, without a specific authorization in its certificate
of
incorporation or by-laws, to indemnify a director, officer, employee or agent
(a
“corporate agent”) against expenses and liabilities incurred in connection with
certain proceedings involving the corporate agent by reason of his being
or
having been such a corporate agent, provided that the corporate agent must
have
acted in good faith and in the manner reasonably believed to be in, or not
opposed to, the best interest of the corporation and, with respect to any
criminal proceeding, such corporate agent had no reasonable cause to believe
his
conduct was unlawful. In such proceeding, termination of a proceeding by
judgment, order, settlement, conviction or upon plea of nolo contendere or
its
equivalent does not of itself create a presumption that any such corporate
agent
failed to meet the above applicable standards of conduct. Subject to certain
limitations, the indemnification provided by the NJBCA does not exclude any
rights to which a corporate agent may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders or otherwise. No
indemnification, other than that required when a corporate agent is successful
on the merits or otherwise in any of the above proceedings, is permitted
if such
indemnification would be inconsistent with a provision of the certificate
of
incorporation, a by-law or a resolution of the board of directors or of the
shareholders, an agreement or other proper corporate action, in effect at
the
time of the accrual of the alleged cause of action asserted in the proceeding,
which prohibits, limits or otherwise conditions the exercise of indemnification
powers by the corporation or the rights of indemnification to which a corporate
agent may be entitled.
The
Registrant's Certificate of Incorporation and Bylaws provide for mandatory
indemnification rights, subject to limited exception, to any director or
officer
of the Registrant who by reason of the fact that he or she is a director
or
officer of the Registrant, is involved in a legal proceeding of any nature.
All
of
the Registrant’s directors and officers are covered by insurance policies
maintained by the Registrant against certain liabilities for actions taken
in
their capacities as such, including liabilities under the Securities Act
of
1933, as amended.
ITEM
7. Exemption
from Registration Claimed.
Not
Applicable.
ITEM
8. Exhibits.
The
Exhibits required to be filed as part of this Registration Statement are
listed
in the attached Exhibit Index.
ITEM
9. Undertakings.
(A)
The
undersigned registrant hereby undertakes:
(1)
To
file,
during the 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 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective 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) 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 15(d) of the Exchange
Act
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 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
The
Registrant. Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Hampton, State of Virginia on November 23,
2005.
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MEASUREMENT
SPECIALTIES, INC.
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By: |
/s/
Frank Guidone |
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Frank Guidone |
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints Frank
Guidone and John Hopkins, and each of them, as attorneys-in-fact and agents,
with full power of substitution and resubstitution, for and in the name,
place
and stead of the undersigned, in any and all capacities, to sign any and
all
amendments (including post-effective amendments) to this registration statement
or any registration statement for this offering that is to be effective upon
the
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and
all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities
and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying
and
confirming all that each of said attorney-in-fact or substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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Signature
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Title
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Date
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/s/Frank
Guidone
Frank
Guidone
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Chief
Executive Officer and Director
(Principal
Executive Officer)
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November
23, 2005
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/s/
John P.
Hopkins
John
P. Hopkins
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Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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November
23, 2005
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/s/Mort
L.
Topfer
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Chairman
of the Board
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November
23, 2005
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Morton
L. Topfer
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/s/John
D.
Arnold
John
D. Arnold
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Director
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November
23, 2005
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/s/
R. Barry
Uber
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Director
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November
23, 2005
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R.
Barry Uber
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/s/
Satish
Rishi
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Director
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November
23, 2005
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Satish
Rishi
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The
Plan. Pursuant
to the requirements of the Securities Act of 1933, as amended, the trustees
(or
other persons who administer the employee benefit plan) have duly caused
this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hampton, State of Virginia on November 23,
2005.
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401(k)
SAVINGS PLAN FOR
EMPLOYEES
OF MEASUREMENT
SPECIALTIES,
INC.
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By: |
/s/
John P. Hopkins |
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John
Hopkins |
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Chief
Financial Officer
Of
Measurement Specialties, Inc.,
The
Plan Administrator
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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4.1*
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Specimen
Certificate for shares of common stock of Measurement Specialties,
Inc.
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4.2
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Savings
Plan for Employees of Measurement Specialties, Inc.
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5.1
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Opinion
of McCarter & English, LLP
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23.1
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Consent
of McCarter & English, LLP (included in its opinion filed as Exhibit
5.1 hereto)
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23.2
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Consent
of Grant Thornton LLP, independent registered public accounting
firm
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24.1
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Powers
of Attorney (included on the signature page of this Registration
Statement)
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* Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Registration Statement on Form S-1 (File No. 333-57928) and incorporated
herein
by reference.