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 27,
2009
MEASUREMENT
SPECIALTIES, INC.
(Exact
name of registrant as specified in its charter)
New
Jersey
|
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 April
27, 2009, Measurement Specialties, Inc. (the “Company”) and certain subsidiaries
entered into a Seventh Amendment to Credit Agreement (the “Amendment”) among the
Company, certain subsidiaries of the Company, and lenders General Electric
Capital Corporation, Wachovia Bank, National Association, JPMorgan Chase Bank,
N.A., Bank of America, N.A, and Royal Bank of Canada.
The
Amendment will provide the Company with additional flexibility under its minimum
EBITDA covenant, total leverage ratio covenant, fixed charge ratio covenant and
maximum capital expenditure covenant included in its senior credit facility.
Under the terms of the Amendment, the principal amount available under the
Company’s revolver has been reduced from $121 million to $90 million. The
Amendment increased the interest rate by between 150 and 225 basis points, with
increases in the Index Margin and LIBOR Margin, which vary based on the
Company’s debt to EBITDA leverage ratio. Pursuant to the Amendment,
the Company is prohibited from consummating any business acquisitions during the
covenant relief period, which ends March 31, 2010.
The
Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated by reference. The foregoing summary of the Amendment is
qualified in its entirety by reference to such exhibit.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is filed as part of this report:
10.1
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Seventh
Amendment to Credit Agreement dated April 27, 2009 by and among
Measurement Specialties, Inc., the US Credit Parties signatory thereto,
General Electric Capital Corporation, Wachovia Bank, N.A., JPMorgan Chase
Bank, N.A., Bank of America, N.A, and Royal Bank of
Canada.
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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.
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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:
April 29, 2009