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
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23666
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(Address
of Principal Executive Offices)
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(Zip
Code)
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AMENDED
AND RESTATED MEASUREMENT SPECIALTIES, INC. 2010 EQUITY INCENTIVE
PLAN
(Full
Title of the Plans)
Frank
Guidone
Chief
Executive Officer
Measurement
Specialties, Inc.
1000
Lucas Way
Hampton,
Virginia 23666
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(Name
and Address of Agent for Service)
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(757)
766-1500
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(Telephone
Number, Including Area Code, of Agent For
Service)
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of
the Exchange Act. (Check one):
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Accelerated filer x
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Non-accelerated filer o
(Do not check if a smaller reporting
company)
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Smaller reporting
company o
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CALCULATION OF REGISTRATION
FEE
Title
of Securities
To
Be Registered
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Proposed
Maximum
Offering
Price Per Share (1)
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Proposed
Maximum
Aggregate
Offering
Price
(1)
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Amount
of
Registration
Fee
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Common
Stock,
no
par value per share (2)
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1,600,000
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$27.13
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$43,408,000
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$5,039.67
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(1) Estimated
solely for the purpose of calculating the registration fee pursuant to Rules
457(c) and 457(h)(1) promulgated under the Securities Act of 1933 (the “Securities Act”), and based on the
average high and low price of the Registrant’s Common Stock on the NASDAQ Global
Market System on February 3, 2011.
(2) Represents
securities to be registered for sale in connection with the Amended and Restated
Measurement Specialties, Inc. 2010 Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.
The documents containing the information specified in
this Item 1 will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act. In accordance with the rules and regulations of the
Securities and Exchange Commission (the “Commission”) and the instructions to
Form S-8, such documents are not being filed with the Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.
ITEM 2. Registrant Information and Employee Plan Annual
Information.
The documents containing the information specified in
this Item 2 will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act. In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, such documents are not being filed
with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.
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
“Registrant”), with the Commission and are incorporated herein by
reference:
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(a)
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the
Registrant’s Annual Report on Form 10-K for the fiscal year ended March
31, 2010, filed on June 9, 2010;
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(b)
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all
other reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the
“Exchange Act”) since March 31, 2010;
and
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(c)
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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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No
Current Reports on Form 8-K furnished under Items 2.02 or 7.01 of Form 8-K are
incorporated herein by reference.
All
documents filed after the date hereof by the Registrant with the Commission (other than Current
Reports on Form 8-K furnished pursuant to Items 2.02 or 7.01 of Form 8-K, unless
otherwise indicated therein) pursuant to Sections 13(a), 13(c), 14 and 15(d) of
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.
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Description of
Securities.
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ITEM
5.
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Interests of Named
Experts and Counsel.
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Not
applicable.
ITEM
6.
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Indemnification of
Directors and Officers.
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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 exceptions, 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. The
indemnification provisions in the Registrant’s Certificate of Incorporation and Bylaws, and any indemnification agreements entered into
between the Registrant and its directors or officers, may be sufficiently broad
to permit indemnification of the Registrant’s directors and officers for
liabilities arising under the Securities Act.
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.
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Exemption from
Registration Claimed.
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Not
Applicable.
The
Exhibits required to be filed as part of this Registration Statement are listed
in the attached Exhibit Index.
(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;
(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% 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) of this
section 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 Exchange Act that are
incorporated by reference in this registration statement.
(2)
That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) 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 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions, described under “Item 6-Indemnification of Directors and
Officers”, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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 February 4,
2011.
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MEASUREMENT
SPECIALTIES, INC.
Registrant
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By:
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/s/
Mark Thomson |
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Mark
Thomson
Chief
Financial Officer
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints Mark
Thomson, as attorney-in-fact and agent, 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 attorney-in-fact and agent 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.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ Frank Guidone
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Chief
Executive-Officer and Director
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February
4, 2011
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Frank
Guidone
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(Principal
Executive Officer)
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/s/ Morton L. Topfer
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Chairman
of the Board
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February
4, 2011
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Morton
L. Topfer
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/s/ John D. Arnold
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Director
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February
4, 2011
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John
D. Arnold
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/s/ R. Barry Uber
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Director
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February
4, 2011
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R.
Barry Uber
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/s/ Satish Rishi
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Director
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February
4, 2011
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Satish
Rishi
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/s/ Kenneth E. Thompson
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Director
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February
4, 2011
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Kenneth
E. Thompson
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EXHIBIT
INDEX
Exhibit No.
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Description of Exhibit
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4.1*
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Second Restated Certificate of Incorporation of
Measurement Specialties, Inc.
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4.2**
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Certificate of Amendment to the Second
Restated Certificate of Incorporation of Measurement
Specialties, Inc.
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4.3***
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Specimen Certificate for shares of common stock of
Measurement Specialties, Inc.
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4.4****
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Amended
and Restated Measurement Specialties, Inc. 2010 Equity Incentive
Plan
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5.1
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Opinion
of DLA Piper LLP (US)
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23.1
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Consent
of DLA Piper LLP (US) (included in its opinion filed as
Exhibit 5.1 hereto)
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23.2
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Consent
of KPMG LLP, independent registered public accounting
firm
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24.1
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Power
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 Quarterly Report on Form 10-Q filed on February 3, 1998 and
incorporated herein by reference.
**
Previously filed with the Securities and Exchange Commission as an
Exhibit to the Quarterly Report on Form 10-Q filed
on November 7, 2007 and incorporated herein by reference.
*** 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.
**** Previously filed with the
Securities and Exchange Commission as an Exhibit to the Registrant’s Additional
Proxy Materials on Schedule 14A filed on September 7, 2010, incorporated herein
by reference.