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):
September
16, 2008
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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□
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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 13e-4(c)under the Exchange Act (17
CFR
240.13e- 4(c))
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| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
June 24, 2008, the Board of Directors approved and adopted the Measurement
Specialties, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) and directed that
it be submitted to the shareholders for approval. On September 16, 2008, the
Company’s shareholders approved the 2008 Plan. The 2008 Plan is intended to
promote the best interests of the Company and its shareholders by enabling
the
Company to attract and retain the best available individuals for positions
of
substantial responsibility, including directors, officers, employees,
consultants and advisors, providing additional incentives to such persons by
affording them an equity participation in the Company, rewarding those
directors, executive officers and employees for their contributions to the
Company, and promoting the success of the Company’s business by aligning the
financial interests of the Company’s directors, executive officers and employees
providing personal services to the Company with long-term shareholder value
through compensation based on the performance of the Company’s common
stock
The
Board
of Directors or, if the Board of Directors delegates its authority to the
Compensation Committee of the Board of Directors, the Compensation Committee
will administer the 2008 Plan. Options and restricted stock units may be granted
under the 2008 Plan. Options granted under the 2008 Plan may be incentive stock
options or nonqualified stock options.
The
2008
Plan authorizes the reservation of 1,400,000 shares of common stock of the
Company (the “Common Stock”). The number and kind of shares that may be
distributed under the 2008 Plan will be appropriately adjusted by the Board
of
Directors or Compensation Committee in the event of a stock dividend, stock
split or combination of shares, recapitalization or other similar event
affecting the Common Stock.
All
present and future employees, consultants and advisors of the Company who are
responsible for the management, growth and protection of the business of the
Company, and all directors of the Company, are eligible to receive incentive
awards under the 2008 Plan.
The
2008
Plan is described in detail in the Company’s proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on July 29, 2008 in
connection with the 2008 annual meeting (the “Proxy Statement”). The
descriptions of the 2008 Plan set forth herein and in the proxy statement do
not
purport to be complete and are qualified entirely by reference to the full
text
of the 2008 Plan. The descriptions should be read in conjunction with the 2008
Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
The
following exhibit is filed as part of this report:
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10.1 |
Measurement
Specialties, Inc. 2008 Equity Incentive
Plan.
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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/ Frank
D.
Guidone |
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Frank
D. Guidone |
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President
and Chief Executive Officer
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Date:
September 19, 2008