As
filed
with the Securities and Exchange Commission on September 28, 2006
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)
|
MEASUREMENT
SPECIALTIES, INC. 2006 STOCK OPTION PLAN
MEASUREMENT
SPECIALTIES, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN
(Full
Title of the Plans)
| |
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
|
Title
of
Securities
To Be
Registered
|
|
Amount
To Be
Registered
(1)
|
|
Proposed
Maximum
Offering
Price Per Share (2)
|
|
Proposed
Maximum Aggregate Offering Price (2)
|
|
Amount
of
Registration
Fee
|
|
Common
Stock,
no
par value per share (3)
|
|
1,000,000
|
|
$19.29
|
|
$19,290,000
|
|
$2,064
|
|
Common
Stock,
no
par value per share (4)
|
|
250,000
|
|
$19.29
|
|
$4,822,500
|
|
$516
|
|
Total
|
|
1,250,000
|
|
$19.29
|
|
$24,112,500
|
|
$2,580
|
(1) Includes
an indeterminate number of additional shares that may be issued to adjust the
number of shares issued pursuant to the employee benefit plans described herein
as the result of any future stock split, stock dividend or similar adjustment
of
the Registrant’s Common Stock.
(2) 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, and based
on
the average high and low price of the Registrant’s Common Stock on the NASDAQ
Global Market System on September 26, 2006.
(3) Represents
securities to be registered for sale in connection with the Measurement
Specialties, Inc. 2006 Stock Option Plan.
(4) Represents
securities to be registered for sale in connection with the Measurement
Specialties, Inc. 2006 Employee Stock Purchase Plan.
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 ):
|
|
(a) |
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended March
31, 2006, filed on June 19, 2006;
|
|
|
(b) |
all
other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d)
of the Securities Exchange Act of 1934 since March 31, 2006;
and
|
|
|
(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.
|
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 SEC (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 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 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.
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 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 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 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:
(A)
Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant
to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; and
(B)
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply
if
the registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of
the registration statement.
(C)
Provided
further, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is for an offering of asset-backed securities on Form S-1 or Form S-3, and
the
information required to be included in a post-effective amendment is provided
pursuant to Item 1100(c) of Regulation AB.
(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.
(4)
If
the
Registrant is a foreign private issuer, to file a post-effective amendment
to
the registration statement to include any financial statements required by
Item
8.A. of Form 20-F at the start of any delayed offering or throughout a
continuous offering. Financial statements and information otherwise required
by
Section 10(a)(3) of the Act need not be furnished, provided
that
the
Registrant includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the prospectus
is
at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and
information required by Section 10(a)(3) of the Act or Rule 3-19 of Regulation
S-X if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant
to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
(5)
That,
for
the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i)
If
the Registrant is relying on Rule 430B:
(A)
Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement
as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be
deemed to be the initial bona
fide offering
thereof. Provided,
however, that
no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made
in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date;
or
(ii)
If
the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed
in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided,
however, that
no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in
the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
(6)
That,
for
the purpose of determining liability of the Registrant under the Securities
Act
of 1933 to any purchaser in the initial distribution of the securities:
The
undersigned Registrant undertakes that in a primary offering of securities
of
the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned Registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned Registrant or used or referred to by the undersigned Registrant;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(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 Section 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
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 September 22,
2006.
| |
|
|
| |
MEASUREMENT SPECIALTIES, INC. |
| |
Registrant
|
|
|
|
| |
By: |
/s/
Frank Guidone |
| |
Frank
Guidone |
| |
Chief
Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints Frank
Guidone, 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
|
|
Title
|
|
Date
|
|
/s/
Frank Guidone
|
|
Chief
Executive Officer, Acting Chief Financial Officer and Director
|
|
September
22, 2006
|
|
Frank
Guidone
|
|
(Principal
Executive Officer and Principal Financial Officer)
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Morton L. Topfer
|
|
Chairman
of the Board
|
|
September
22, 2006
|
|
Morton
L. Topfer
|
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
John D. Arnold
|
|
Director
|
|
September
22, 2006
|
|
John
D. Arnold
|
|
|
|
|
| |
|
|
|
|
|
/s/
R. Barry Uber
|
|
Director
|
|
September
22, 2006
|
|
R.
Barry Uber
|
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Satish Rishi
|
|
Director
|
|
September
22, 2006
|
|
Satish
Rishi
|
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
of Exhibit
|
| |
|
|
4.1*
|
Second
Restated Certificate of Incorporation of Measurement Specialties,
Inc.
|
|
4.2**
|
Specimen
Certificate for shares of common stock of Measurement Specialties,
Inc.
|
|
4.3***
|
Measurement
Specialties, Inc. 2006 Stock Option Plan
|
|
4.4***
|
Measurement
Specialties, Inc. 2006 Employee Stock Purchase Plan
|
|
5.1
|
Opinion
of McCarter & English, LLP
|
|
23.1
|
Consent
of McCarter & English, LLP (included in its opinion filed as Exhibit
5.1
hereto)
|
|
23.2
|
Consent
of KPMG LLP, independent registered public accounting
firm
|
|
23.3
|
Consent
Grant Thornton LLP, independent registered public accounting
firm
|
|
24.1
|
Power
of Attorney (included on the signature page of this Registration
Statement)
|
* 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
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 Definitive Proxy Statement filed on July 28, 2006 and incorporated
herein by reference.