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):
January
30, 2009
MEASUREMENT
SPECIALTIES, INC.
(Exact
name of registrant as specified in its charter)
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR
240.14d- 2(b))
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¨
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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
1.01 Entry into a Material Definitive Agreement.
On
January 30, 2009, Measurement Specialties, Inc. (the “Company”), pursuant to a
share purchase agreement dated January 30, 2009 (the “Atexis Agreement”), among
the Company’s subsidiary MEAS Europe and the stockholders of R.I.T. SAS (“RIT”)
acquired all of the capital stock of RIT, including RIT’s operating
subsidiaries, Atexis, a French SAS, ATEXIS GmbH, a German company, and Atexis
Company Electron Limited Co (China), a Chinese company, for approximately €4.75
million in cash. The sellers will receive up to an additional €2
million if certain performance thresholds are achieved. RIT is a leading
designer/manufacturer of temperature sensors and probes. The Atexis Agreement
contains customary representations, warranties and indemnification rights and
obligations of the parties.
On
January 30, 2009, the Company, pursuant to a share purchase agreement dated
January 30, 2009 (the “FGP Agreement”), among the Company’s subsidiary MEAS
Europe and the stockholders of FGP Instrumentation SAS (“FGP SAS”), GS Sensors
SAS (“GS Sensors”) and ALS SAS (“ALS”) acquired all of the capital stock of GS
and its operating subsidiaries FGP and ALS (collectively, “FGP”) for
approximately €5.6 million in cash. The sellers will receive up to an
additional €1.4 million if certain performance thresholds are achieved. FGP is a
leading designer/manufacturer of pressure, acceleration and force sensors for
demanding applications.
Item
2.02. Results of Operations and Financial Condition.
On
February 4, 2009, Measurement Specialties, Inc. (the “Company”) issued a press
release announcing its results of operations and financial condition for the
three months and nine months ended December 31, 2008. The full text of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
In
accordance with General Instruction B.2. of Form 8-K, the information in Item
2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is filed as part of this report:
99.1
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Press
release issued by Measurement Specialties, Inc., dated February 4,
2009.
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99.2
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Share
purchase agreement dated January 30, 2009 by and among the Sellers and FGP
Instruments SAS.
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99.3
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Share
purchase agreement dated January 30, 2009 by and among the Sellers and RIT
SAS and Atexis SAS.
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SIGNATURE
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.
Measurement
Specialties, Inc.
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(Registrant)
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/s/ Frank D. Guidone
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Frank
D. Guidone
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President
and Chief Executive Officer
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