Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
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):
April 29, 2010
MEASUREMENT
SPECIALTIES, INC.
(Exact name of registrant as specified
in its charter)
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New Jersey
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1-11906
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22-2378738
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(State or
other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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1000 Lucas Way, Hampton, VA
23666
(Address of principal executive offices)
(Zip Code)
(757) 766-1500
Registrant's telephone number, including
area code
Not
applicable
(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):
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications
pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR
240.13e- 4(c))
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Item
5.02 Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
Fiscal Year 2010
Discretionary Bonus Awards
Fiscal Year 2011 Bonus
Plan
On April
29, 2010, the Compensation Committee adopted the Company’s fiscal year 2011
Bonus Plan (the “2011 Bonus Plan”) for the Company’s named executive officers
and certain other eligible employees of the Company. The 2011 Bonus
Plan establishes an aggregate target bonus amount for fiscal year 2011 of $3.3
million (the “Aggregate Target Bonus”). Pursuant to the 2011 Bonus Plan, the
Company will accrue an aggregate bonus amount only if the Company’s fiscal 2011
EBITDA exceeds $38 million and fiscal 2011 EBITDA margin as a percentage of
sales (“EBITDA Margin”) exceeds 17.5%. The actual aggregate bonus
amount will be based on the amount by which the Company’s fiscal 2011
EBITDA (excluding the bonus accrual) exceeds the EBITDA (excluding the bonus
accrual) that would have resulted if EBITDA Margin at such level of sales were
equal to 17.5% (the “Excess Amount”). Under the 2011 Bonus Plan, the
following amounts will be accrued to the aggregate bonus amount: (i) 92% of
the Excess Amount up to a maximum accrual equal to the Aggregate
Target Bonus, plus (ii) 33% of the Excess Amount above the
Aggregate Target Bonus up to an aggregate accrual of $4,000,000, plus (iii) 15%
of the Excess Amount above $4,000,000.
The
actual aggregate bonus amount accrued by the Company under the 2011 Bonus Plan
is then subject to adjustment by the Compensation Committee following the end of
the Company’s 2011 fiscal year to determine the amount (if any) that will
actually be paid. The Compensation Committee will determine the portion of an
actual accrued aggregate bonus amount that will be paid to the Company’s Chief
Executive Officer, and will determine, in consultation with the Company’s Chief
Executive Officer, the amount that will be paid to the other named executive
officers and other eligible employees of the Company. EBITDA and EBITDA Margin
are non-GAAP financial measures that are not in accordance with, or an
alternative to, measures prepared in accordance with GAAP and may be different
from EBITDA and EBITDA margin as a percentage of sales measures used by other
companies.
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.
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Measurement Specialties,
Inc.
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(Registrant)
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/s/ Mark Thomson
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Mark
Thomson
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Chief Financial
Officer
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Date: May 4, 2010