8-K
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 3, 2006
MEASUREMENT
SPECIALTIES, INC.
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
1-11906
|
22-2378738
|
|
(State
or other jurisdiction of incorporation)
|
Commission
File Number
|
(IRS
Employer Identification No.)
|
1000
Lucas Way, Hampton, VA 23666
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code
(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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
April
5, 2006, Measurement Specialties, Inc. (the “Company”) entered into an
Employment Agreement with Frank Guidone, the current Chief Executive Officer
of
the Company, effective as of March 30, 2006 (the “Employment Agreement”). The
Employment Agreement is for an initial term of two years with automatic renewal
for successive one-year terms unless either party gives timely notice of non
renewal.
Under
the
terms of the Employment Agreement, Mr. Guidone will continue to serve as the
Chief Executive Officer of the Company at an annual base salary of $450,000.
Pursuant to the terms of the Employment Agreement, Mr. Guidone is entitled
to
receive an option to purchase 300,000 shares of the Company’s common stock at an
exercise price per share equal to the fair market value of a share of the
Company’s common stock on March 30, 2006 (the “Option”). The Option shall be
granted pursuant to the Company’s 2006 Stock Option Plan (the “Option
Plan”)
and
shall be subject to the terms, conditions and provisions thereof and of the
certificate or agreement evidencing the Option. Notwithstanding the foregoing,
the Option Plan is subject to approval by the stockholders of the Company,
and
in the event that such approval is not obtained, the Option shall be rescinded
by the Company and the Company shall have no liability or obligation to Mr.
Guidone with respect thereto.
In
addition, Mr. Guidone will receive a guaranteed bonus in the amount of $50,000
in connection with the execution of the Employment Agreement. Mr. Guidone shall
also be eligible to receive an annual bonus pursuant to the Company’s Bonus
Plan, payable in accordance with the terms thereof, based upon annual
performance criteria and goals established by the Compensation Committee of
the
Board of Directors of the Company.
Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets
On
April
3, 2006, the Company
consummated the acquisition of all of the capital stock of YSIS Incorporated (“YSI Temperature”),
a
division of YSI Incorporated, for $14,000,000 in cash. YSI
Temperature manufactures thermistors and had revenues of approximately $12
million in fiscal 2005.
On
April
4, 2006, the Company consummated the acquisition of all of the capital stock
of
BetaTHERM Group Ltd., a sensor company headquartered in Galway, Ireland
(“BetaTHERM”), for $38 million ($35 million in cash at close, $2 million
deferred and $1 million in Company shares.)
Established in 1983, BetaTHERM manufactures precision thermistors used for
temperature sensing in aerospace, biomedical, automotive, industrial and
consumer goods applications. BetaTHERM had annual revenues of $21 million in
2005. BetaTHERM has a US sales office located in Massachusetts and a plant
located in northern China.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
To
support the financing of the acquisitions of YSI Temperature and BetaTHERM,
on
April 3, 2006, the Company entered into an Amended and Restated Credit Agreement
with General Electric Capital Corporation, JP Morgan Chase Bank, N.A. and
Wachovia Bank, National Association, which credit facility is comprised of
a
$20,000,000 term loan and a $55,000,000 revolver.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of businesses acquired and (b) Pro forma financial information:
|
Audited
financial statements for BetaTHERM and any pro forma financial information
required pursuant to Regulation S-X will be furnished by an amendment to this
Form 8-K within 71 calendar days after the date this report was required to
have
been filed.
| (c) |
Exhibits.
The following exhibits are filed herewith:
|
| Exhibit
10.1 |
Agreement
of Purchase and Sale, dated April 3, 2006, by and between Measurement
Specialties, Inc. and YSI Incorporated
|
| Exhibit
10.2 |
Agreement
for the purchase of the entire issued share capital of BetaTHERM
Group
Ltd., dated April 3, 2006, by and among the Parties Named in the
First
Schedule thereto and Measurement Specialties,
Inc.
|
| Exhibit
10.3 |
Amended
and Restated Credit Agreement, dated April 3, 2006, by and among
Measurement Specialties, Inc., the other US Credit Parties signatory
thereto, Wachovia Bank, National Association, JPMorgan Chase Bank,
N.A.
and General Electric Capital
Corporation
|
| Exhibit
99.1 |
Press
Release of Measurement Specialties, Inc. dated April 3,
2006.
|
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.
Measurement
Specialties, Inc.
(Registrant)
Date:
April 6, 2006
John
P.
Hopkins
Chief
Financial Officer
(authorized
officer and principal financial officer)