As filed with the Securities and Exchange Commission on June 29, 2004
--------------------------------------------------------------------------------
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.)
710 ROUTE 46 EAST, SUITE 206, FAIRFIELD, NEW JERSEY 07004
----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
MEASUREMENT SPECIALTIES, INC. 2003 STOCK OPTION PLAN
----------------------------------------------------
(Full Title of the Plan)
Frank Guidone
Chief Executive Officer
Measurement Specialties, Inc.
710 Route 46 East, Suite 206
Fairfield, New Jersey 07004
----------------------------------------------------
(Name and Address of Agent for Service)
(973) 808-3020
----------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities To Be Amount To Be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
---------------------- -------------- ------------------ -------------------- -------------
Common Stock, 1,000,000 $ 20.25 $ 20,250,000 $ 2,566
no par value per
share
--------------------------------------------------------------------------------
(1) In addition, this Registration Statement also relates to such indeterminate
number of additional shares of Common Stock of the Registrant as may be issuable
as a result of stock splits, stock dividends or similar transactions, as
described in the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 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 American Stock Exchange on
June 28, 2004.
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) Annual Report on Form 10-K for the fiscal year ended March 31, 2004,
filed on May 27, 2004;
(b) Current Report on Form 8-K filed on June 28, 2004; 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.
Neither Current Reports on Form 8-K furnished under Item 9 of Form 8-K nor
Current Reports furnished under Item 12 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 Item 9 or Item 12
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.
---------------------------
Not applicable.
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 exception, 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 the 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 20 percent 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) 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 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(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.
(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 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 Fairfield, State of New Jersey on June 29, 2004.
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 and John Hopkins, and each of them, as attorneys-in-fact
and agents, 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
attorneys-in-fact and agents 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 and Director June 29, 2004
-------------------------- (Principal Executive Officer)
Frank Guidone
/s/ John P. Hopkins Chief Financial Officer June 29, 2004
-------------------------- (Principal Financial Officer and
John P. Hopkins Principal Accounting Officer)
Chairman of the Board June 29, 2004
--------------------------
Morton L. Topfer
/s/ John D. Arnold Director June 29, 2004
--------------------------
John D. Arnold
Director June 29, 2004
--------------------------
R. Barry Uber
/s/ The Hon. Dan J. Samuel Director June 29, 2004
--------------------------
The Hon. Dan J. Samuel
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1* Specimen Certificate for shares of common stock of Measurement Specialties, Inc.
4.2** Measurement Specialties, Inc. 2003 Stock Option 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 Grant Thornton LLP, independent registered public accounting firm
24.1 Powers of Attorney (included on the signature page of this Registration
Statement)
* 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
Appendix to the Registrant's Definitive Proxy Statement filed on July 29,
2003 and incorporated herein by reference.