SCHEDULE
14A
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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MEASUREMENT
SPECIALTIES,
INC.
(Name
of
Registrant as Specified in Its Charter)
___________________________________________________
(Name
of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
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of each class of securities to which transaction
applies:
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| (2) |
Aggregate
number of securities to which transaction
applies:
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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Proposed
maximum aggregate value of
transaction:
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Fee
paid previously with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
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Measurement
Specialties, Inc.
1000
Lucas Way
Hampton,
VA 23666
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
Measurement
Specialties, Inc. (the “Company”) will hold its Annual Meeting of Shareholders
at The Waldorf-Astoria, The Conrad Suite, 4th
Floor,
301 Park Avenue, New York, New York 10022 on Monday, September 10, 2007, at
3:00
p.m. Eastern
time. We are holding the meeting for the following purposes:
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1. |
To
elect three members of the Board of Directors, whose terms are described
in the proxy statement.
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2. |
To
approve an amendment to the Second Restated Certificate of Incorporation
of the Company which shall effect an increase in the total number
of
authorized shares of common stock from 20,000,000 to
25,000,000.
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3. |
To
approve an amendment to the Second Restated Certificate of Incorporation
of the Company to provide for the indemnification of directors, officers
and employees of the Company.
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4. |
To
ratify the selection of KPMG LLP as our independent auditors for
the
fiscal year ending March 31, 2008.
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5. |
To
transact such other business as may properly come before the meeting
and
any postponement or adjournment
thereof.
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Holders
of record of common stock of the Company at the close of business on July 20,
2007 are entitled to vote at the meeting.
In
addition to the proxy statement and proxy card, a copy of Company’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2007, which is not
part
of the proxy soliciting material, is enclosed.
It
is
important that your shares be represented and voted at the meeting. You can
vote
your shares by completing and returning a proxy card. Most shareholders can
also
vote over the Internet or by telephone. If Internet and telephone voting are
available to you, you can find voting instructions on the enclosed proxy card.
You can revoke a proxy at any time prior to its exercise at the meeting by
following the instructions in the enclosed proxy statement.
By
Order
of the Board of Directors,
MARK
THOMSON
Chief
Financial Officer and Secretary
July
23,
2007
PROXY
STATEMENT
We
are
providing these proxy materials in connection with the solicitation by the
Board
of Directors of Measurement Specialties, Inc. of proxies to be voted at our
Annual Meeting of Shareholders, to be held on September 10, 2007, and at any
meeting following postponement or adjournment of the Annual Meeting.
You
are
cordially invited to attend the Annual Meeting, which will begin at 3:00 p.m.
Eastern time. The meeting will be held at The Waldorf-Astoria, The Conrad Suite,
4th
Floor,
301 Park Avenue, New York, New York 10022.
Shareholders
will be admitted beginning at 2:30 p.m. Eastern time.
We
are
first mailing this proxy statement and proxy card (including voting
instructions) on or about July 23, 2007, to persons who were shareholders at
the
close of business on July 20, 2007, the record date for the meeting.
Our
fiscal year begins on April 1 and ends on March 31. References in this proxy
statement to the year 2007 or fiscal 2007 refer to the 12-month period from
April 1, 2006 through March 31, 2007. References in this proxy statement to
the
year 2008 or fiscal 2008 refer to the 12-month period from April 1, 2007 through
March 31, 2008.
PROXIES
AND VOTING PROCEDURES
Who
Can Vote?
You
are
entitled to vote at the Annual Meeting all shares of the Company’s common stock
that you held as of the close of business on the record date. Each share of
common stock is entitled to one vote with respect to each matter properly
brought before the meeting.
On
July
20, 2007, there
were shares
of common stock outstanding.
In
accordance with New Jersey law, a list of shareholders entitled to vote at
the
meeting will be available at the meeting.
Who
Is the Record Holder?
You
may
own common stock either (1) directly in your name, in which case you are the
record holder of such shares, or (2) indirectly through a broker, bank or other
nominee, in which case such nominee is the record holder.
If
your
shares are registered directly in your name, we are sending these proxy
materials directly to you. If the record holder of your shares is a nominee,
you
will receive proxy materials from such record holder.
How
Do I Vote?
If
you are the record holder:
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By
Telephone. You can vote your shares by telephone, by calling the
toll-free
telephone number on your proxy card. Telephone voting is available
24
hours a day. If you vote by telephone, you do not need to return
your
proxy card. Your vote by telephone must be received by 11:59 p.m.
Eastern
time, September 9, 2007.
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By
Internet. You can also vote on the Internet. The website address
for
Internet voting is on your proxy card, and voting is also available
24
hours a day. If you vote by Internet, you do not need to return your
proxy
card. Your vote by Internet must be received by 11:59 p.m. Eastern
time,
September 9, 2007. Please be aware that if you vote over the Internet,
you
may incur costs such as telephone and Internet access charges for
which
you will be responsible.
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By
Mail. If you choose to vote by mail, mark your proxy, date and sign
it,
and return it in the postage-paid envelope provided. Your vote by
mail
must be received by the close of voting at the Annual Meeting on
September
10, 2007.
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By
Attending the Annual Meeting. If you attend the Annual Meeting, you
can
vote your shares in person.
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If
your stock is held by brokers, banks or other nominees:
If
your
common stock is held by a broker, bank or other nominee, you will receive
instructions from such nominee that you must follow in order to have your shares
voted.
If
you
plan to attend the Annual Meeting and vote in person, you will need to contact
the broker, bank or other nominee to obtain evidence of your ownership of common
stock on July 20, 2007.
If
you
hold your shares through a broker, your shares may be voted even if you do
not
vote or attend the Annual Meeting. Under the rules of The NASDAQ Global Market
(“NASDAQ”), member brokers who do not receive instructions from beneficial
owners will be allowed to vote on (1) the election of Directors, (2) the
approval of the amendment to the Second Restated Certificate of Incorporation
which shall effect an increase in the total number of authorized shares of
common stock from 20,000,000 to 25,000,000, (3) the approval of the amendment
to
the Second Restated Certificate of Incorporation which shall provide for the
indemnification of directors, officers and employees of the Company, and (4)
the
ratification of auditors.
The
method by which you vote will in no way limit your right to vote at the meeting
if you later decide to attend in person.
How
Many Votes Are Required?
A
quorum
is required to transact business at the Annual Meeting. We will have a quorum
and be able to conduct the business of the Annual Meeting if the holders of
a
majority of the shares entitled to vote are present at the meeting, either
in
person or by proxy.
If
a
quorum is present, a plurality of votes cast is required to elect Directors.
Thus, a Director may be elected even if the Director receives less than a
majority of the shares represented at the meeting. Proxies cannot be voted
for a
greater number of nominees than are named in this Proxy Statement. To approve
(1) the amendment to the Second Restated Certificate of Incorporation which
shall effect an increase in the total number of authorized shares of common
stock from 20,000,000 to 25,000,000, and (2) the amendment to the Second
Restated Certificate of Incorporation which shall provide for the
indemnification of directors, officers and employees of the Company, the
affirmative vote of a majority of the outstanding shares is required. To ratify
the selection of independent auditors, an affirmative vote of a majority of
the
votes cast is required.
How
Are Votes Counted?
All
shares that have been properly voted, and not revoked, will be voted at the
Annual Meeting in accordance with the instructions given. If you sign and return
your proxy card, but do not specify how you wish your shares to be voted, your
shares represented by that proxy will be voted as recommended by the Board
of
Directors: (1) “for” the nominees for Director, (2) “for” the amendment to the
Second Restated Certificate of Incorporation which shall effect an increase
in
the total number of authorized shares of common stock from 20,000,000 to
25,000,000, (3) “for” the amendment to the Second Restated Certificate of
Incorporation which shall provide for the indemnification of directors, officers
and employees of the Company, and (4) “for” the ratification of the appointment
of KPMG LLP as our independent auditors for fiscal 2008.
Proxies
marked as abstaining, and any proxies returned by brokers as “non-votes” on
behalf of shares held in street name because beneficial owners’ discretion has
been withheld as to one or more matters to be acted upon at the Annual Meeting,
will be treated as present for purposes of determining whether a quorum is
present at the Annual Meeting. However, any shares not voted as a result of
a
marked abstention or a broker non-vote will not be counted as votes for or
against any of the proposals requiring the approval by a plurality or majority
of votes cast. An abstention or broker non-vote will therefore not affect the
votes required to approve any of the proposals requiring the approval by a
plurality or majority of votes cast. However, for the proposals requiring
approval by the majority of the outstanding shares, an abstention or broker
non-vote will have the same effect as a vote against the proposal.
How
Can I Revoke My Proxy or Change My Vote?
You
can
revoke your proxy at any time before it is exercised by timely delivery of
a
properly executed, later-dated proxy (including an Internet or telephone vote)
or by voting in person at the meeting.
Who
Will Pay the Expenses of Proxy Distribution?
The
Company will pay the expenses of the preparation of the proxy materials and
the
solicitation of proxies. Proxies may be solicited on behalf of the Company
by
Directors, officers or employees of the Company, who will receive no additional
compensation for soliciting, in person or by telephone, e-mail or facsimile
or
other electronic means. In accordance with the regulations of the Securities
and
Exchange Commission (the “SEC”) and NASDAQ, we will reimburse brokerage firms
and other custodians, nominees and fiduciaries for their expenses incurred
in
sending proxies and proxy materials to beneficial owners of Measurement
Specialties stock.
ITEM
1 — ELECTION
OF DIRECTORS
The
Board
of Directors is divided into three classes. One class is elected each year
for a
term of three years.
Two
Directors will be elected at this Annual Meeting to serve for a three-year
term
expiring at our Annual Meeting in 2010. One Director will be elected at this
Annual Meeting to serve for the balance of a three-year term expiring at our
Annual Meeting in 2008. The Board has nominated John D. Arnold and Frank D.
Guidone to serve for the term expiring in 2010, and Kenneth E. Thompson to
serve
for the term expiring in 2008. Mr. Thompson was appointed to the Board on
November 8, 2006 to fill the vacancy on the Board created as a result of an
increase in the size of the Board from five to six directors. In accordance
with
the By-laws of the Company, Mr. Thompson is to serve until the 2007 Annual
Meeting and, if he is elected by the shareholders at the 2007 Annual Meeting,
will remain in the class of Directors whose term expires at the 2008 Annual
Meeting. You can find information about Messrs. Arnold, Guidone and Thompson
below.
The
persons named in the proxy card will vote such proxy “for” the election of
Messrs. Arnold, Guidone and Thompson unless you indicate that your vote should
be withheld. If elected, each of Messrs. Arnold, Guidone and Thompson will
continue in office until his successor has been duly elected and qualified,
or
until the earliest of his death, resignation, retirement or removal. Each of
Messrs. Arnold, Guidone and Thompson has indicated to the Company that he will
serve if elected. We do not anticipate that any of Messrs. Arnold, Guidone
and
Thompson will be unable to stand for election, but, if that happens, your proxy
will be voted in favor of another person nominated by the Board.
The
Board
of Directors recommends a vote FOR
the
election of Messrs. Arnold, Guidone and Thompson as Directors.
NOMINEES
FOR TERM EXPIRING IN 2010
John
D. Arnold
has been
a Director since June 1995. Mr. Arnold has been in private law practice since
1988, primarily representing technology companies with relationships with Asian
investors and/or manufacturers. Prior to 1988, Mr. Arnold was employed with
the
law firms of Wilson, Sonsini, Goodrich & Rosati in Palo Alto, California and
Foley & Lardner in Milwaukee, Wisconsin. Mr. Arnold received a B.B.A. in
business administration from the University of Wisconsin and a J.D. from
Stanford Law School. Age 52.
Frank
D. Guidone has
served as Chief Executive Officer since June 2002 and has been a Director since
December 2002. Mr. Guidone was a Managing Director/Principal of Corporate
Revitalization Partners, a Dallas-based turnaround/crisis management consultancy
firm, from 2000 to 2006. Mr. Guidone has been a partner at Four Corners Capital
Partners, a boutique private investment firm of which Mr. Guidone is a
co-founder, since 1999. Prior to forming Four Corners, Mr. Guidone spent 13
years in management consulting with Andersen Consulting and George Group, Inc.
Mr. Guidone has worked with numerous solvent and insolvent companies, focusing
on operational and financial restructurings. Mr. Guidone received a B.S. in
mechanical engineering from The University of Texas at Austin. Age
42.
NOMINEE
FOR TERM EXPIRING IN 2008
Kenneth
E. Thompson
has been
a Director since November 2006. Through September 2006, Mr. Thompson was a
partner of McCarter & English, LLP, the Company’s primary legal counsel.
Effective October 1, 2006, Mr. Thompson became Senior Vice President and General
Counsel of Insurance Services Office, Inc., a provider of data, analytical
tools
and decision support services that help measure, manage and reduce risk. Mr.
Thompson received a B.A. in Political Science from the State University of
New
York at Stony Brook and a J.D. from Boston University School of Law. Age
47.
DIRECTOR
WITH TERM EXPIRING IN 2008
Morton
L. Topfer
has been
a Director since January 2002 and was appointed Chairman of the Board effective
January 31, 2003. Mr. Topfer is Managing Director of Castletop Capital,
L.P., an investment firm. He previously served at Dell Computer Corporation
as
Counselor to the Chief Executive Officer, from December 1999 to February 2002,
and Vice Chairman, from June 1994 to December 1999. Mr. Topfer was a member
of
the Board of Directors of Dell from December 1999 to July 2004. Prior to joining
Dell, Mr. Topfer served for 23 years at Motorola, Inc. where he held
several executive positions, last serving as Corporate Executive Vice President
and President of the Land Mobile Products Sector. Mr. Topfer was conferred
the Darjah Johan Negeri Penang State Award in July 1996 by the Governor of
Penang for contributions to the development of the electronics industry in
Malaysia. Mr. Topfer also serves as a director for Staktek Technologies and
Advanced Micro Devices. Age 70.
DIRECTORS
WITH TERM EXPIRING IN 2009
R.
Barry Uber has
been
a Director since October 2003. Mr. Uber was President and Chief Operating
Officer of American Commercial Barge Line from July 2001 to July 2003. He also
served as President and Chief Executive Officer of North American Van Lines.
Prior to joining North American Van Lines, Mr. Uber served for 30 years at
Ingersoll-Rand Co. Inc. where he held increasingly responsible executive
positions, last serving as Corporate Vice President and President of the
Construction Machinery Equipment Group. Mr. Uber received a B.B.A. in business
administration from Penn State University where he was awarded an Alumni Fellow
Award in 1996. He serves as a Director of NES Rentals Holding, Inc. Age
62.
Satish
Rishi
has been
a Director since September 2005. Since April 2006, Mr. Rishi has served as
Senior Vice President, Finance and Chief Financial Officer of Rambus, Inc.
From
2001 to April 2006 he served at Toppan Photomasks, Inc. (formerly DuPont
Photomasks, Inc.) where he last held the positions of Executive Vice President
and Chief Financial Officer. During his career, Mr. Rishi has held senior
financial management positions at semiconductor and electronics manufacturers.
He served as Vice President and Assistant Treasurer at Dell Inc. from 1999-2001,
and prior to his service at Dell, spent 13 years at Intel Corp., where he held
financial management positions of increasing responsibility, both in the United
States and overseas. His last position at Intel was Assistant Treasurer. Mr.
Rishi received a B.S. with honors in Mechanical Engineering from Delhi College
of Engineering, Delhi University, and an M.B.A. with a concentration in Finance
from the Walter J. Hass School of Business, University of California, Berkeley.
Age 47.
ITEM
2 – APPROVAL
OF AMENDMENT TO
SECOND
RESTATED CERTIFICATE OF INCORPORATION
TO
INCREASE TOTAL NUMBER OF AUTHORIZED
SHARES
OF COMMON STOCK
The
Board
of Directors has adopted, subject to shareholder approval as required by the
New
Jersey Business Corporation Act (the “BCA”), an amendment to the Second Restated
Certificate of Incorporation of the Company which will effect an increase in
the
total number of authorized shares of common stock from 20,000,000 to 25,000,000
(“Charter Amendment No. 1”). The substantive text of Charter Amendment No. 1 is
set forth in Exhibit
A
hereto,
with deletions to the current provisions of the Second Restated Certificate
of
Incorporation indicated by strike-outs and additions indicated by underlined
text. In the event that shareholder approval of the proposed Charter Amendment
No. 1 is obtained, the Company expects to file with the Stare of New Jersey
an
appropriate certificate of amendment to the Second Restated Certificate of
Incorporation under the BCA, effecting Charter Amendment No. 1, on or about
the
close of business on the date of the Annual Meeting.
Background
The
Company’s Second Restated Certificate of Incorporation, as currently in effect,
provides that the Company’s authorized capital stock consists of 21,200,000
shares of capital stock, of which 20,000,000 shares, no par value, are
designated as common stock. On July 10, 2007, the Company’s Board of Directors
approved Charter Amendment No.1 to increase the number of authorized shares
of
common stock from 20,000,000 shares to 25,000,000 shares.
As
of
July 2, 2007, out of the 20,000,000 shares of common stock currently authorized
for issuance under the Second Restated Certificate of Incorporation, a total
of
14,286,301 shares were issued and outstanding and an aggregate of 2,311,867
shares were reserved for issuance upon exercise of the Company’s stock options
that may be issued under the 1995 Measurement Specialties, Inc. Stock Option
Plan, the 1998 Measurement Specialties, Inc. Stock Option Plan, the 2003
Measurement Specialties, Inc. Stock Option Plan, the 2006 Measurement
Specialties, Inc. Stock Option Plan or pursuant to purchase under the
Measurement Specialties, Inc. 2006 Employee Stock Purchase Plan. As a
consequence, 3,401,832 shares remain available for issuance by the Company
in
furtherance of its business purposes. The Board believes that an increase in
the
number of shares of common stock authorized for issuance is appropriate and
necessary to provide the Company with the flexibility to issue stock in
connection with various types of transactions that it may deem to be in the
best
interests of the Company and its shareholders in the future, as more fully
set
forth below under “Reasons for and Effects of Increasing the Total Number of
Authorized Shares of Common Stock.”
Reasons
for and Effects of Increasing the Total Number of Authorized Shares of Common
Stock
In
recognition of the fact that the Company has a limited number of shares of
common stock currently available for issuance, the Board of Directors has
approved, and voted to recommend that the shareholders approve, Charter
Amendment No. 1, pursuant to which the number of shares of common stock that
the
Company would be authorized to issue would be increased from 20,000,000 shares
to 25,000,000 shares. In order to accommodate the additional 5,000,000 shares
of
common stock, Charter Amendment No. 1 will also increase the aggregate number
of
shares of capital stock authorized for issuance from 21,200,000 shares to
26,200,000 shares.
The
Board
of Directors believes that an increase in authorized common stock would provide
the Company with increased flexibility to issue and/or sell common stock from
time to time, at the discretion of the Board of Directors, and without further
authorization by the shareholders, for one or more of the following business
purposes: (i) in public or private offerings as a means of obtaining additional
capital for the Company’s business; (ii) as part or all of the consideration
required to be paid for the acquisition of ongoing businesses or other assets;
(iii) to satisfy any current or future financial obligations of the Company;
(iv) in connection with the exercise of options, warrants or rights, or the
conversion of convertible securities that may be issued by the Company; or
(v)
pursuant to any benefit, option or stock ownership plan or employment
agreement.
The
proposed increase in the number of authorized shares of common stock will not
change the number of shares of common stock outstanding or the rights of the
holders of such stock; however, any issuance of additional shares of common
stock could reduce the current shareholders’ proportionate interests in the
Company, depending on the number of shares issued and the purpose, terms and
conditions of the issuance. Moreover, the issuance of additional shares of
common stock could discourage attempts to acquire control of the Company by
tender offer or other means. In such a case, shareholders might be deprived
of
benefits that could result from such an attempt, such as realization of a
premium over the market price of their shares in a tender offer or the temporary
increase in market price that could result from such an attempt. Also, the
issuance of common stock to persons supportive of the Board of Directors could
make it more difficult to remove incumbent management and directors from office.
Although the Board of Directors intends to issue common stock only when it
considers such issuance to be in the best interest of the Company, the issuance
of additional shares of common stock may have, among others, a dilutive effect
on earnings per share of common stock and on the equity and voting rights of
holders of shares of common stock. The Board of Directors believes, however,
that the benefits of providing the flexibility to issue shares of common stock
without delay for any business purpose outweigh any such possible
disadvantages.
Ownership
of shares of common stock entitles each shareholder to one vote per share of
common stock. Holders of shares of common stock do not have preemptive rights
to
subscribe to additional securities that may be issued by the Company, which
means that current shareholders do not have a prior right to purchase any new
issue of capital stock of the Company in order to maintain their proportionate
ownership. Shareholders wishing to maintain their interest, however, may be
able
to do so through normal market purchases.
The
summary description of Charter Amendment No. 1 contained herein is qualified
in
its entirety by reference to the complete text of Charter Amendment No. 1 set
forth in Exhibit
A
hereto.
Shareholders are urged to read Charter Amendment No. 1 attached as Exhibit
A
hereto
in its entirety.
For
the
reasons set forth above, the Board of Directors recommends a vote FOR
the
approval of Charter Amendment No. 1.
ITEM
3 – APPROVAL
OF AMENDMENT TO SECOND RESTATED
CERTIFICATE
OF INCORPORATION TO PROVIDE FOR
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
Board
of Directors has adopted, subject to shareholder approval as required by the
BCA, an amendment to the Second Restated Certificate of Incorporation of the
Company which will provide for the indemnification of directors, officers and
employees of the Company (“Charter Amendment No. 2”). The substantive text of
Charter Amendment No. 2 is set forth in Exhibit
B
hereto,
with deletions to the Second Restated Certificate of Incorporation indicated
by
strike-outs and additions indicated by underlined text. In the event that
shareholder approval of the proposed Charter Amendment No. 2 is obtained, the
Company expects to file with the State of New Jersey an appropriate certificate
of amendment to the Second Restated Certificate of Incorporation under the
BCA,
effecting Charter Amendment No. 2, on or about the close of business on the
date
of the Annual Meeting.
The
Company’s Bylaws, as currently in effect, provide that the Company’s directors
and officers shall be indemnified against liability to the fullest extent
permitted by the BCA. The Company’s Second Restated Certificate of
Incorporation, as currently in effect, provides that to the fullest extent
permitted by the BCA, the Company’s directors and officers will not be held
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty.
Charter
Amendment No. 2, if approved by the shareholders, will integrate and clarify
the
indemnification and exculpation provisions that are currently contained in
both
the Bylaws of the Company and the Second Restated Certificate of Incorporation
and is not intended to represent a substantive change therein.
The
indemnification provisions of Charter Amendment No. 2 will provide, to the
fullest extent not prohibited by the BCA, that the Company’s directors, officers
and trustees of employee benefit plans will be indemnified and held harmless
by
the Company from and against any and all liabilities and expenses incurred
or
suffered in connection with any legal proceeding, inquiry or investigation
in
which they are involved by reason of having such position with the Company.
The
indemnification provisions of Charter Amendment No.2 will also require the
Company to advance to such indemnified persons certain expenses incurred in
connection with their involvement in such legal proceedings, inquiries or
investigations. Charter Amendment No. 2 will also retain the provisions
exculpating directors and officers from personal liability for damages for
breach of their fiduciary duty other than the breach of a duty based upon an
act
or omission (a) in breach of such person’s duty of loyalty to the Company or its
shareholders, (b) not in good faith or involving a knowing violation of law,
or
(c) resulting in receipt by such person of a improper personal benefit.
The
Company believes that, by clarifying the rights of directors and officers with
respect to indemnification and advancement of expenses and by continuing to
limit the personal liability of directors of the Company, Charter Amendment
No.
2 will create a more coherent corporate environment and enable the Company
to
compete more effectively with other public companies in attracting and retaining
new directors and officers. To the extent any corporate indemnification or
exculpation provisions inure to the benefit of the directors of the Company,
the
interest of the Board of Directors in recommending such provisions may be in
conflict with the interests of the shareholders.
The
Board
of Directors and the Company’s management are not aware of any pending or
threatened action, suit or proceeding involving any of its directors or officers
for which indemnification from the Company may be sought.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
“Securities Act”) may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, the Company
has
been advised that in the opinion of the Securities and Exchange Commission,
such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable.
The
summary description of Charter Amendment No. 2 contained in herein is qualified
in its entirety by reference to the complete text of Charter Amendment No.
2 set
forth in Exhibit
B
hereto.
Shareholders are urged to read Charter Amendment No. 2 attached as Exhibit
B
hereto
in its entirety.
The
Board
of Directors recommends a vote FOR
the
approval of Charter Amendment No. 2.
ITEM
4 —
RATIFICATION OF INDEPENDENT AUDITORS
Appointment
of Auditors for Fiscal 2008
The
Audit
Committee has appointed KPMG LLP as our independent auditors for fiscal 2008.
We
are not required to have the shareholders ratify the selection of KPMG LLP
as
our independent auditors. We are doing so because we believe it is a matter
of
good corporate practice. If the shareholders do not ratify the selection, the
Audit Committee will reconsider whether or not to retain KPMG LLP but may retain
such independent auditors. Even if the selection is ratified, the Audit
Committee, in its discretion, may change the appointment at any time during
the
year if it determines that such a change would be in the best interests of
Measurement Specialties and its shareholders. Representatives of KPMG LLP are
expected to be present at the Annual Meeting with an opportunity to make a
statement if they desire to do so and to be available to respond to appropriate
questions.
The
Board
of Directors recommends a vote FOR the ratification of the appointment of KPMG
LLP as our independent auditors for fiscal 2008.
Changes
in Our Independent Auditors
On
July
13, 2005, the Company notified Grant Thornton LLP of its decision to dismiss
Grant Thornton LLP as the Company’s independent auditors.
Concurrently,
the Audit Committee and the Board of Directors approved the engagement of KPMG
LLP as the Company's independent auditors, effective upon completion of KPMG
LLP's customary client acceptance procedures, notification to Grant Thornton
LLP
of dismissal, and execution of an engagement letter. KPMG LLP served as the
Company's independent auditors beginning with fiscal year 2006.
During
the period beginning April 1, 2003 through July 13, 2005 (the date KPMG LLP
was
appointed), neither the Company nor anyone acting on the Company’s behalf
consulted with KPMG LLP regarding (1) the application of accounting principles
to a specified transaction or the type of audit opinion that might be rendered
on the Company's financial statements or (2) any of the matters or events set
forth in Item 304(a)(2)(ii) of Regulation S-K.
The
reports of Grant Thornton LLP on the Company’s financial statements for the past
two fiscal years did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles. During the period from April 1, 2003 through July 13, 2005, there
were no disagreements with Grant Thornton LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope
and
procedures which, if not resolved to the satisfaction of Grant Thornton LLP,
would have caused Grant Thornton LLP to make reference to the matter in its
report.
Representatives
of Grant Thornton LLP, the principal accountant for the fiscal year
2005, are not expected to be present at the Annual Meeting.
Fees
Paid to Our Independent Auditors During Fiscal 2007 and Fiscal 2006
Audit
Fees
The
Company was billed the aggregate amounts of $1,565,052 and $1,326,779 for the
fiscal years 2007 and 2006, respectively, for professional services rendered
by
KPMG LLP for its audit of our financial statements for such years, review of
the
financial statements included in our Forms 10-Q during such respective fiscal
years and Sarbanes-Oxley related audits of internal controls over financial reporting.
In
fiscal
2007, the Company did not pay any fees for audit services rendered by Grant
Thornton LLP. In fiscal 2006, the Company was billed the aggregate amount of
$847,999 for professional services rendered by Grant Thornton LLP for its audit
of our financial statements for such year, review of the financial statements
included in our Forms 10-Q during such fiscal year and Sarbanes-Oxley related
audits of internal controls over financial reporting.
Audit-Related
Fees
In
fiscal
2007 and 2006, the Company did not pay any fees for
audit-related services rendered by KPMG LLP.
In
fiscal
2007 and 2006, the Company did not pay any fees for audit-related services
rendered by Grant Thornton LLP.
Tax
Fees
KPMG
LLP
did not bill any fees in fiscal 2007 and 2006 for tax compliance
services.
Grant
Thornton LLP billed $12,315 and $253,134 for fiscal 2007 and 2006, respectively,
for tax compliance services.
All
Other Fees
In
fiscal
2007 and 2006, the Company did not pay KPMG LLP any fees other than those
described above.
During
fiscal 2007 and 2006, Grant Thornton LLP billed approximately $55,351 and
$14,862, respectively, in fees and disbursements for the services other than
those described above. These services related primarily to statutory reporting,
acquisitions and litigation.
Pre-Approval
of Audit and Permissible Non-Audit Services
The
Audit
Committee pre-approves all audit and permissible non-audit services provided
by
our independent auditors. These services may include audit services,
audit-related services, tax services and other services. The Audit Committee
has
adopted a policy for the pre-approval of services provided by the independent
auditors. Under the policy, pre-approval is generally provided for up to one
year and any pre-approval is detailed as to the particular service or category
of services and is subject to a specific budget. In addition, the Audit
Committee may pre-approve particular services on a case-by-case basis. For
each
proposed service, the independent auditor is required to provide detailed
back-up documentation at the time of approval. All audit and permissible
non-audit services provided by KPMG LLP and Grant Thornton LLP to Measurement
Specialties for fiscal 2007 and fiscal 2006, respectively, were pre-approved
by
the Audit Committee.
GOVERNANCE
OF THE COMPANY
Pursuant
to the BCA and the Company’s by-laws, the Company’s business, property and
affairs are managed by or under the direction of the Board of Directors. Members
of the Board are kept informed of the Company’s business through discussions
with the Chief Executive Officer and other officers, by reviewing materials
provided to them and by participating in meetings of the Board and its
committees. We currently have six members on our Board. The Board has determined
that five of its members, John D. Arnold, R. Barry Uber, Satish Rishi, Morton
L.
Topfer and Kenneth E. Thompson, are “independent,” as defined in the listing
standards of NASDAQ.
During
fiscal 2007, the Board held seven meetings and the committees held a total
of
eight meetings. Each incumbent Director attended more than 75% of the total
number of meetings of the Board of Directors and the Board committees of which
he was a member during the period he served as a Director in fiscal 2007. The
Company does not have a policy requiring all Directors to attend annual meetings
of shareholders. John D. Arnold and Frank Guidone were the Directors then
serving who attended the Company’s 2006 Annual Meeting.
COMMITTEES
OF THE BOARD OF DIRECTORS
During
fiscal 2007, the Board of Directors had standing audit, compensation and
nominating committees. Until April 1, 2007, the Audit Committee consisted of
John D. Arnold (Chairman), R. Barry Uber and Satish Rishi. As of April 1, 2007,
the Audit Committee was reconstituted to consist of John D. Arnold (Chairman),
Satish Rishi and Kenneth E. Thompson. All of the Audit Committee members are
“independent”, as independence for audit committee members is defined in the
NASDAQ listing standards. The Board has determined that all Audit Committee
members have the financial sophistication and experience required by NASDAQ
listing standards. The Company has determined that current Director Satish
Rishi
qualifies as an “audit committee financial expert,” as defined in Item 401(h) of
the SEC Regulation S-K. For additional information regarding the experience
and
background of Mr. Rishi, see “Item 1 - Election of Directors”
above.
During
fiscal 2007, the Audit Committee met six times. The functions of the Audit
Committee are described in its report, which is included in this proxy
statement.
Until
April 1, 2007 the Compensation Committee consisted of R. Barry Uber (Chairman),
John D. Arnold, and Satish Rishi. As of April 1, 2007, the Compensation
Committee was reconstituted to consist of R. Barry Uber (Chairman), Morton
L.
Topfer and Kenneth E. Thompson. All of the Compensation Committee Members are
“independent”, as independence for compensation committee members is defined in
the NASDAQ listing standards.
During
fiscal 2007, the Compensation Committee met two times. The functions of the
Compensation Committee are described in its report, which is included in this
proxy statement.
Until
April 1, 2007, the Nominating Committee, consisted of R. Barry Uber (Chairman),
John D. Arnold, and Satish Rishi. As of April 1, 2007, the Nominating Committee
was reconstituted to consist of R. Barry Uber (Chairman), Morton L. Topfer
and
Satish Rishi. All of the Nominating Committee members are “independent”, as
independence for nominating committee members is defined in the NASDAQ listing
standards. The Nominating Committee was formed to evaluate and recommend to
the
Board the persons to be nominated for election as directors at any meeting
of
shareholders, and the persons to be elected by the Board to fill any vacancy
on
the Board.
During
fiscal 2007, the Nominating Committee met one time. The Board has adopted a
written charter setting forth the functions of the Nominating Committee and
providing direction as to nominating policies and procedures. This charter
is
available to shareholders on our website, www.meas-spec.com.
The
Nominating Committee carefully considers all director candidates recommended
by
our shareholders, and the Nominating Committee does not and will not evaluate
such candidate recommendations any differently from the way it evaluates other
candidates. In its evaluation of each proposed candidate, the Nominating
Committee considers many factors including, without limitation, the individual’s
experience, character, demonstrations of judgment and ability, and financial
and
other special expertise. The Nominating Committee is also authorized to obtain
the assistance of an independent third party to complete the process of finding,
evaluating and selecting suitable candidates for director. Any shareholder
who
wishes to recommend an individual as a nominee for election to the Board should
submit such recommendation in writing to the attention of Frank D. Guidone
(who
will forward the recommendation to the Nominating Committee) through Company’s
website (http://www.meas-spec.com) or by mail to the Company (1000 Lucas Way,
Hampton, VA 23666, Attn: Chairman of Nominating Committee), together with
information regarding the experience, education and general background of the
individual and a statement as to why the shareholder believes such individual
to
be an appropriate candidate for Director of the Company. Such recommendation
should be provided to the Company no later than 120 days prior to the
anniversary of the date of the notice accompanying these proxy materials.
Since
the
Board has determined that each of Messrs. Arnold, Uber, Rishi, Topfer and
Thompson is “independent,” as defined in the NASDAQ listing standards, each of
the Audit Committee, Compensation Committee and Nominating Committee consists
solely of independent Directors.
COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
The
Company encourages shareholder communications with the Board of Directors but
does not have a formal process. All such communications should be sent to Frank
D. Guidone through Company’s website (http://www.meas-spec.com/myMEAS/investors/ceo_comment.asp)
or by
mail to the Company (1000 Lucas Way, Hampton, VA 23666). Mr. Guidone will
circulate them to the other members of the Board. If the communication is
directed to a particular Director, Mr. Guidone will forward the communication
to
that Director. The Board does not screen shareholder
communications.
COMPENSATION
OF DIRECTORS
Directors
who are our employees do not receive additional compensation for serving on
our
Board of Directors or on committees of the Board. Mr. Guidone, as President
and
Chief Executive Officer, is the only member of the Board of Directors who is
also an employee. For fiscal 2007, all of our outside Directors (Messrs. Topfer,
Uber, Arnold, and Rishi, and upon his appointment in November 2006, Mr.
Thompson), that is, Directors who are not employees or full-time consultants
of
the Company, each received compensation as follows:
|
Name
|
|
Fees
Earned
or
Paid in
Cash
($)
(1)
|
|
Option
Awards
($)
(2)
|
|
Total
($)
|
|
|
Satish
Rishi
|
|
|
35,000
|
|
|
44,581
|
(3)
|
|
79,581
|
|
|
John
D. Arnold
|
|
|
35,000
|
|
|
26,956
|
(4)
|
|
61,956
|
|
|
Morton
L. Topfer
|
|
|
35,000
|
|
|
26,956
|
(5)
|
|
61,956
|
|
|
R.
Barry Uber
|
|
|
35,000
|
|
|
26,956
|
(6)
|
|
61,956
|
|
|
Kenneth
E. Thompson
|
|
|
14,583(7
|
)
|
|
24,144
|
(8)
|
|
38,727
|
|
| (1) |
Outside
Directors each receive a cash retainer at the rate of $35,000 per
annum.
|
| (2) |
Represents
the dollar amount recognized for financial statement reporting purposes
with respect to fiscal 2007 for the fair value of options granted
to the
Directors. The fair value was estimated in accordance with FASB 123R.
For
a more detailed discussion on the valuations made and assumptions
used to
calculate the fair value of our options, refer to Note 2(v) of our
Annual
Report on Form 10-K for the fiscal year ended March 31,
2007.
|
| (3) |
At
March 31, 2007, Mr. Rishi held options to purchase 15,000 shares
of Common
Stock.
|
| (4) |
At
March 31, 2007, Mr. Arnold held options to purchase 31,000 shares
of
Common Stock.
|
| (5) |
At
March 31, 2007, Mr. Topfer held options to purchase 10,000 shares
of
Common Stock.
|
| (6) |
At
March 31, 2007, Mr. Uber held options to purchase 25,000 shares of
Common
Stock.
|
| (7) |
Mr.
Thompson was appointed as a Director in November
2006.
|
| (8) |
At
March 31, 2007, Mr. Thompson held options to purchase 10,000 shares
of
Common Stock.
|
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Until
April 1, 2007 the Compensation Committee consisted of R. Barry Uber (Chairman),
John D. Arnold, and Satish Rishi. As of April 1, 2007, the Compensation
Committee was reconstituted to consist of R. Barry Uber (Chairman), Morton
L.
Topfer and Kenneth E. Thompson. None of the members has ever been an officer
or
employee of the Company or any of its subsidiaries, and no “compensation
committee interlocks” existed during fiscal 2007.
CODE
OF ETHICS
The
Company has adopted a Code of Ethics in accordance with SEC regulations,
applicable to the Company’s Chief Executive Officer, senior financial officers
and the Board of Directors. The Code of Ethics is available to shareholders
on
our website, www.meas-spec.com.
REPORT
OF THE AUDIT COMMITTEE
The
Audit
Committee is appointed by the Board to assist the Board in
monitoring:
| · |
the
integrity of the financial statements of the
Company,
|
| · |
the
independent auditor’s qualifications and
independence,
|
| · |
the
performance of the Company’s independent auditors,
and
|
| · |
the
compliance by the Company with legal and regulatory
requirements.
|
We
meet
with management periodically to consider the adequacy of the Company’s internal
controls and the objectivity of its financial reporting. We discuss these
matters with the Company’s independent auditors and with appropriate company
financial personnel.
We
regularly meet privately with the independent auditors who have unrestricted
access to the committee.
We
select, evaluate and, where appropriate, replace the independent auditor, and
review periodically their performance, fees and independence from
management.
Each
of
the Directors who serves on the committee is “independent” for purposes of the
NASDAQ listing standards. That is, the Board of Directors has determined that
none of Mr. Arnold, Mr. Rishi or Mr. Thompson has a relationship with the
Company that may interfere with his independence from the Company and its
management.
The
Board
has adopted a written charter setting out the audit related functions the
committee is to perform. Upon recommendation by the Audit Committee, the Board
amended and restated the charter effective July 2007, a copy of which is
attached to this Proxy Statement as Exhibit
C
hereto,
to reflect changes in law and applicable SEC and stock exchange regulations
and
reviews the charter on an ongoing basis to assure that the functions and duties
of the Audit Committee will continue to conform to such applicable regulations
as they may be amended or modified in the future.
Management
has primary responsibility for the Company’s financial statements and the
overall reporting process, including the Company’s system of internal controls.
The independent auditors audit the annual financial statements prepared by
management, express an opinion as to whether those financial statements fairly
present the financial position, results of operations and cash flows of the
company in conformity with accounting principles generally accepted in the
United States and discuss with us any issues they believe should be raised
with
us. We monitor these processes, relying without independent verification on
the
information provided to us and on the representations made by management and
the
independent auditors.
This
year, the Audit Committee reviewed the Company’s audited financial statements as
of and for the fiscal years ended March 31, 2007 and March 31, 2006,
respectively, and met with both management and KPMG LLP, the Company’s
independent auditors for fiscal 2007 and fiscal 2006 to discuss those financial
statements. Management has represented to the Audit Committee that the financial
statements were prepared in accordance with accounting principles generally
accepted in the United States.
The
Audit
Committee received from and discussed with KPMG LLP the written disclosure
and
the letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees). These items relate to that firm’s
independence from the Company. The Audit Committee also discussed with KPMG
LLP
any matters required to be discussed by Statement on Auditing Standards No.
61
(Communication with Audit Committees).
Based
on
these reviews and discussions, the Audit Committee recommended to the Board
that
the Company’s audited financial statements be included in the Company’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2007.
John
D.
Arnold (Chairman)
Satish
Rishi
Kenneth
E. Thompson
COMPENSATION
DISCUSSION AND ANALYSIS
Through
the following questions and answers we explain all material elements of our
executive compensation:
*
What are the objectives of our executive compensation
programs?
Our
corporate goal is to maximize our total return to our shareholders through
share
price appreciation. Towards this goal, we seek to compensate our executives
at
levels that are competitive with peer companies so that we may attract, retain
and motivate highly capable executives. We also design our compensation programs
to align our executives’ interests with those of our shareholders.
Our
fiscal 2007 executive compensation, including year-end bonuses and stock option
grants awarded for and in fiscal 2007, reflects our effort to realize these
objectives.
*
What are the principal components of our executive compensation
programs?
Overview:
Our
executive compensation programs consist of three principal components: (i)
a
base salary; (ii) annual bonuses; and (iii) stock option grants. The Company’s
policy for compensating our executive officers is intended to provide
significant annual long-term performance incentives. We describe each of these
principal components below.
Relationship
of the principal components:
We have
allocated the three principal components of our executive compensation programs
in a manner that we believe optimizes each executive’s contribution to us. We
have not established specific formulae for making the allocation.
Base
Salary:
Salaries are based on a combination of factors, primarily the performance of
the
executive, his or her level of responsibility and experience, salaries of peer
executives at peer companies and the recommendations of our Chief Executive
Officer. Although our Compensation Committee annually reviews salaries of our
executive officers, our Compensation Committee does not automatically adjust
base salaries if it concludes that adjustments to other components of the
executive’s compensation would be more appropriate.
Annual
Bonus:
Following the end of our 2007 fiscal year, our Compensation Committee approved
annual bonuses for fiscal 2007 for those named executive officers who served
during fiscal 2007, and the Company paid those amounts in June 2007. Based
on
the Company’s financial performance during fiscal 2006, our Compensation
Committee did not award annual bonuses to the named executive officers for
fiscal 2006. For fiscal 2008, the Company has adopted the fiscal year 2008
Management Variable Compensation Plan (the “2008 Bonus Plan”). The 2008 Bonus
Plan determines the amount of annual bonuses to be awarded to each group within
the Company as follows. Each quarter the Company accrues to its bonus pool
an
amount equal to a certain percentage of the Company’s year-to-date earnings
before deduction of interest, taxes and amortization (“EBITA”) at the end of
such quarter. The percentage of year-to-date EBITA which is ultimately accrued
to the bonus pool is determined based upon meeting certain thresholds measured
by the year-to-date ratio of the Company’s EBITA to sales (the “EBITA margin”).
The Company’s overall bonus pool is then allocated among the Company’s various
business groups based on three factors: (1) each particular business group’s
EBITA and organic sales growth; (2) the working capital reduction of each group;
and (3) the discretion of the Chief Executive Officer.
Long-Term
Incentive Compensation (Stock Options for Common Shares):
The
Committee has granted executives and other employees options exercisable for
common shares that vest in part in regular installments and in part based on
performance.
*
What do we seek to reward and accomplish through our executive compensation
programs?
We
believe that our compensation programs, collectively, enable us to attract,
retain and motivate high quality executives. We provide annual bonus awards
primarily to provide performance incentives to our key employees to meet
corporate performance objectives. Our corporate objectives are measured by
sales
increases, net income, EBITA margins, and other items of performance as
determined on an annual basis. In the case of our Chief Executive Officer,
our
Compensation Committee has also taken into account the strategic direction
he
has provided the Company and his stewardship of the Company since the inception
of his involvement with the Company. We design long-term incentive awards
primarily to motivate and reward key employees over longer periods. Through
vesting and forfeiture provisions that we include in awards of stock options
we
provide an additional incentive to executives to act in furtherance of our
longer-term interests. An executive whose employment with us terminates before
equity-based awards have vested, either because the executive has not performed
in accordance with our expectations or because the executive chooses to leave,
will generally forfeit the unvested portion of the award.
*
Why have we selected each principal component of our executive compensation
programs?
We
have
selected programs that we believe are commonly used by public companies, both
within and outside of our industry, because we believe commonly used programs
are well understood by our shareholders, employees and analysts. Moreover,
we
selected each program only after we first confirmed, with the assistance of
outside professional advisors, that the program comports with settled legal
and
tax rules.
*
How do we determine the amount of each principal component of compensation
to
our executives?
Our
Compensation Committee exercises judgment and discretion in setting compensation
for our senior executives. The Committee exercises its judgment and discretion
only after it has first reviewed industry data and peer company practices,
evaluated the recommendations of our Chief Executive Officer and evaluated
our
corporate performance. See “To what extent do we benchmark total compensation
and material elements of compensation and what are the benchmarks that we
use?”
Our
Chief
Executive Officer, Chief Financial Officer and certain Group Vice-Presidents
each have an employment agreement with us that provides for an annual salary
and
for an annual bonus including, in certain cases, a minimum annual bonus, thereby
limiting the discretion of the Compensation Committee with respect to their
compensation. See “Executive Agreements and Related Transactions” below for a
discussion of each of these employment agreements.
*
What specific items of corporate performance do we take into account in setting
compensation policies and making compensation
decisions?
Our
corporate performance primarily impacts the annual bonuses and long-term
incentive compensation that we provide our executive officers. We use or weight
items of corporate performance differently in our annual bonus and long-term
compensation awards and some items are more determinative than
others.
Goals
for
executives in fiscal 2007 vary because the areas of responsibility of executives
differ. Goals are generally developed around metrics tied to our growth and
profitability, including increases in revenue, decreases in expenses, completion
of developments in accordance with budgets and timelines, execution of
acquisitions in accordance with targets, enhanced operational efficiencies
and
development of additional opportunities for our long-term growth.
*
How do we determine when awards are granted, including awards of equity-based
compensation?
Historically,
our Compensation Committee has awarded annual bonuses in the quarter following
the fiscal year end. The Compensation Committee makes awards of stock options
on
an ad hoc basis, but generally quarterly, following review of pertinent
financial information and industry data. In addition, the Compensation Committee
conducts a thorough review of stock option awards and grant procedures annually.
In the case of newly-hired executive officers, the Compensation Committee has
made awards simultaneous with the executive’s hire date. The date on which the
Committee has met has varied from year to year, primarily based on the schedules
of Committee members and the timing of compilation of data requested by the
Committee.
Over
the
past three years our equity-based awards to executives have taken the form
of
stock options. The number of stock options subject to an award has been computed
by taking into account the Company’s performance, the particular executive’s
performance, our retention objectives, and other factors.
*
What factors do we consider in decisions to increase or decrease compensation
materially?
Historically,
we have generally not decreased the base salaries of our executive officers
or
reduced their incentive compensation targets. When an executive’s performance
falls short of our expectations then we believe our interests are best served
by
replacing the executive with an executive who performs at the level we expect.
The factors that we consider in decisions to increase compensation include
the
individual performance of the executive and our corporate performance, as
discussed above.
*
To what extent does our Compensation Committee consider compensation or amounts
realizable from prior compensation in setting other elements of
compensation?
The
primary focus of our Compensation Committee in setting executive compensation
is
the executive’s current level of compensation, including recent awards of
long-term incentives, in the context of current levels of compensation for
similarly situated executives at peer companies, taking into account the
executive’s performance and our corporate performance. The Committee has not
adopted a formulaic approach for considering amounts realized by an executive
from prior equity-based awards.
*
How do accounting considerations impact our compensation
practices?
Accounting
consequences are not a material consideration in designing our compensation
practices. However, we designed our fiscal 2007 equity awards so that its
overall cost fell within a budgeted dollar amount and so that the awards would
qualify for classification as equity awards under FAS 123R. Under FAS 123R
the
compensation cost recognized for an award classified as an equity award is
fixed
for the particular award and, absent modification, is not revised with
subsequent changes in market prices of our common shares or other assumptions
used for purposes of the valuation.
*
How do tax considerations impact our compensation
practices?
Prior
to
implementation of a compensation program and awards under the program, we
evaluate the federal income tax consequences, both to us and to our executives,
of the program and awards. In certain cases, we have adjusted the form or manner
of some of our compensation programs in light of tax planning considerations.
Before approving a program, our Compensation Committee receives an explanation
from our outside professionals as to the tax treatment of the program and awards
under the program and assurances from our outside professionals that the tax
treatment should be respected by taxing authorities.
Section
162(m) of the Internal Revenue Code limits our tax deduction each year for
compensation to each of our Chief Executive Officer and our four other highest
paid executive officers to $1 million unless, in general, the compensation
is
paid under a plan that is performance-related, non-discretionary and has been
approved by our shareholders. Generally, Section 162(m) has not had a
significant impact on our compensation programs.
*
What are our equity or other security ownership requirements for executives
and
our policies regarding hedging the economic risk of share
ownership?
We
do not
maintain minimum share ownership requirements for our executives. We do not
have
a policy regarding hedging the economic risk of share ownership.
*
Why have we entered into agreements with executive officers that provide for
post-employment payments, including following a
change-in-control?
The
employment agreements with our Chief Executive Officer and our Chief Financial
Officer provide for post-employment severance absent a change of control if
we
terminate the applicable executive (other than for cause) prior to the
expiration of the stated employment term. We believe this approach provides
us
with the flexibility to terminate the applicable executive at any time and
for
any reason while providing the executive with the benefit of his or her
bargained for compensation. The Company’s obligations under these agreements
would be assumed by a successor to the Company following a change in control.
We
believe it is in our best interest to have agreements with our senior executives
that maintain their focus on, and commitment to, us notwithstanding a potential
merger or other change of control.
*
To what extent do we benchmark total compensation and material elements of
compensation and what are the benchmarks that we use?
The
Compensation Committee compares the elements of total compensation to
compensation provided by peer groups of publicly-traded companies in the
sensory
devices and similar industries in evaluating the compensation of our Chief
Executive Officer, but not for our other executive officers. The Compensation
Committee uses peer group data primarily as a frame of reference to set our
Chief Executive Officer’s compensation as a whole within the middle range of
comparative pay at the peer group companies.
*
Do we have a policy regarding the recovery of awards or payments if corporate
performance measures upon which awards or payments are based are restated
or
adjusted in a manner that would reduce the size of an award or
payment?
We
have
not adopted a policy that provides for recovery of an award if a performance
measure used to calculate the award is subsequently adjusted in a manner
that
would have reduced the size of the award. Although we have not previously
experienced any such adjustment, if we were to experience such an adjustment,
our Compensation Committee would assess the circumstances relating to the
adjustment and take such actions as it believes to be appropriate, including,
potentially, an action to recover the excess portion of the award.
*
What is the role of our executive officers in the compensation
process?
Our
Compensation Committee meets periodically with our Chief Executive Officer
to
address executive compensation, including the rationale for our compensation
programs and the efficacy of the programs in achieving our compensation
objectives. The Compensation Committee also relies on senior management to
evaluate compensation programs to assure that they are designed and implemented
in compliance with laws and regulations, including SEC reporting requirements.
The Compensation Committee relies on the recommendations of our Chief Executive
Officer regarding the performance of individual executives. At meetings in
fiscal 2007 the Compensation Committee received recommendations from our
Chief
Executive Officer regarding salary adjustments and annual bonus and stock
option
awards for our executive officers. Our Chief Executive Officer plays a
significant role in determining the annual cash compensation of our executive
officers. The Compensation Committee believes that it is important for it
to
receive the input of the Chief Executive Officer on compensation matters
since
he is knowledgeable about the activities of our executive officers and the
performance of their duties and responsibilities, as well as their contributions
to the growth of the Company and its business. The Compensation Committee
accepted these recommendations after concluding that the recommendations
comported with the Committee’s objectives and philosophy and the Committee’s
evaluation of our performance and industry data.
Compensation
Committee Report
Our
Compensation Committee has reviewed and discussed the Compensation Discussion
and Analysis with our management and based on the review and discussion
recommended to the Board that the Compensation Discussion and Analysis be
included in this proxy statement and thereby incorporated by reference into
our
Annual Report on Form 10-K. The Board accepted the Compensation Committee’s
recommendation. This report is made by the undersigned members of the
Compensation Committee:
R.
Barry
Uber (Chair)
Morton
L.
Topfer
Kenneth
E. Thompson
EXECUTIVE
OFFICERS
Our
executive officers are as follows:
|
Name
|
|
Age
|
|
Position
|
|
Frank
Guidone
|
|
42
|
|
Chief
Executive Officer, President and Director
|
|
Mark
Thomson
|
|
39
|
|
Chief
Financial Officer and Secretary
|
|
Terence
Monaghan
|
|
44
|
|
Group
Vice President - Temperature/Optical
|
|
J.
Victor Chatigny
|
|
56
|
|
Group
Vice President - Position/Vibration/Piezo
|
|
Glen
MacGibbon
|
|
45
|
|
Group
Vice President - Pressure/ Force
|
|
Jean-Francois
Allier
|
|
53
|
|
Group
Vice President - Humidity/Chemical/Gas
|
|
Steven
Smith
|
|
58
|
|
Vice
President/General Manager - Asia
|
Officers
are not appointed for fixed terms. Biographical information for our current
officers who are not also continuing Directors follows:
Mark
Thomson
was
appointed as Chief Financial Officer and Secretary of the Company effective
April 2007. Prior to his appointment, Mr. Thomson held the position of Vice
President and Chief Financial Officer of Allied Aerospace Industries, Inc.,
a
provider of complex engineering solutions for aerospace & defense
contractors and government agencies, since May 2002. Mr. Thomson served as
the
Senior Director of Finance & Accounting at Orbital Sciences Corporation’s
Launch Systems Group from January 2001 to May 2002 and Group Controller from
June 1998 to January 2001, prior to which he held financial management positions
with several Lockheed Martin subsidiaries from 1991 to 1998. Mr. Thomson
is a
graduate of the Lockheed Martin Financial Management program, holds an MBA
from
the University of Nevada, Reno, a BA in Financial Economics from Saint Anselm
College and is a graduate of the Harvard Business School General Management
program.
Terence
Monaghan
was
appointed as Group Vice President - Temperature/Optical effective April 2007,
prior to which he served as Director- Temperature Products since April 2006.
Mr.
Monaghan joined the Company through its acquisition of BetaTHERM Group Ltd.
in
April 2006, where he served as the European Operations Manager from 1990
to
1996, the European Managing Director in 1996 and the Chief Executive Officer
from 1997 until the acquisition. Mr. Monaghan has spent 21 years in the
electronic components industry (17 years in the sensor industry), working
in
various manufacturing and management roles. Mr. Monaghan has a Diploma in
Business Studies from the Galway Institute of Technology and a Diploma in
Applied Finance from the Irish Management Institute.
J.
Victor Chatigny
was
appointed Group Vice President - Position/Vibration/Piezo effective April
2007,
prior to which he served as Vice President and General Manager of our Sensors
Division since his appointment in June 2002. Mr. Chatigny joined the Company
through our 1998 acquisition of PiezoSensors from AMP Incorporated, where
he
served as Director of Sales, Marketing and Research and Development since
1993.
Mr. Chatigny also served in US Army Corps of Engineers where he was Captain,
11th
Engineering Battalion and Commander of the Atomic Demolition Munition
Detachment. He holds B.S. and M.S. degrees in industrial engineering and
management from Clarkson University, and a M.B.A. (finance) from The American
University.
Glen
MacGibbon
was
appointed Group Vice President - Pressure/ Force effective April 2007, prior
to
which he served as Vice President, Global Sales and Marketing of our Sensor
Products Division since March 1, 2005. Prior to that, he was Director of
Global
Sales & Marketing since joining the Company in 1998. Mr. MacGibbon joined
Measurement Specialties through our 1998 acquisition of PiezoSensors from
AMP
Incorporated, where he held various sales management roles since 1989.
Previously he was working in both regional sales and technical support roles
for
the Riston Division of Dupont Electronics. He holds a B.S. in Mechanical
Engineering from Bucknell University, and an M.B.A. from Illinois Benedictine
College.
Jean-François
Allier was
appointed Group Vice President - Humidity/Chemical/Gas effective April 2007,
prior to which he served as Vice President and General Manager of Europe
for the
Sensor Products Division since March 2005. He joined Measurement Specialties
in
December 2004, through the acquisition of Humirel SA. Mr. Allier began his
career as a financial analyst for a French regional Bank where he remained
until
1978. He later held various positions throughout Europe with Motorola
Semiconductors. His experience at Motorola includes engineering, product
marketing, research and development, and business management. In 1998, he
founded Humirel SA and remained as President and CEO until its acquisition
in
December 2004 by the Company. Mr. Allier holds an M.S. in Engineering from
Ecole
des Mines and a D.E.A. in Material Science.
Steven
Smith
has
served as Vice President/General Manager - Asia since January 2006. Prior
to the
Company, Mr. Smith spent five years as Vice President/General Manager of
a
wholly owned subsidiary of Compass Aerospace, Inc.; five years in management
consulting in the product development and private equity/due diligence practice
areas of George Group, Inc.; and 19 years combined with the aerospace
electronics firms of Rockwell International and Electrospace Systems. Mr.
Smith
has held operational, engineering, marketing, financial and general management
positions in his varied work experience. Mr. Smith received a B.A. in Economics
(with minor studies in engineering) from the University of Southern California
and a MBA (Finance) from the University of Louisville.
EXECUTIVE
COMPENSATION
Summary
Compensation.
The
following table contains summary information concerning the annual compensation
for the fiscal year ended March 31, 2007 for our principal executive officer
(“CEO”), principal financial officer (“CFO”) and our three most highly
compensated executive officers other than our CEO and CFO for the fiscal
year
ended March 31, 2007:
|
Name
and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
(1)
|
|
Option
Awards
($)
(2)
|
|
All
Other Compensation
($)
(3)
|
|
Total
($)
|
|
|
Frank
Guidone
President
and Chief Executive Officer (4)
|
|
|
2007
|
|
$
|
450,000
|
|
$
|
150,000
|
|
$
|
281,500
|
|
$
|
13,500(5
|
)
|
$
|
895,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Hopkins
Chief
Financial Officer (6)
|
|
|
2007
|
|
|
92,446
|
|
|
—
|
|
|
1,048
|
|
|
—
|
|
|
93,494
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terence
Monaghan
Group
Vice President - Temperature/Optical (7)
|
|
|
2007
|
|
|
226,533
|
|
|
65,000
|
|
|
66,637
|
|
|
—
|
|
|
358,170
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.
Victor Chatigny
Group
Vice President - Position/Vibration/Piezo
|
|
|
2007
|
|
|
204,000
|
|
|
40,000
|
|
|
1,084
|
|
|
10,200
(5
|
)
|
|
255,284
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve
Smith
Vice
President, General Manager - Asia
|
|
|
2007
|
|
|
190,000
|
|
|
40,000
|
|
|
267,259
|
|
|
46,219
(8
|
)
|
|
543,478
|
|
| (1) |
Represents
bonuses earned in fiscal 2007 but paid in June
2007.
|
| (2) |
Represents
the dollar amount recognized for financial statement reporting
purposes
with respect to fiscal 2007 for the fair value of options granted
to the
named executive officers. The fair value was estimated in accordance
with
FASB 123R. For a more detailed discussion on the valuations made
and
assumptions used to calculate the fair value of our options refer
to Note
2(v) of our Annual Report on Form 10-K for the fiscal year ended
March 31,
2007.
|
| (3) |
Excludes
perquisites and other personal benefits unless the aggregate amount
of
such compensation exceeds $10,000.
|
| (4) |
Mr.
Guidone is party to an employment agreement with the Company that
provides
for an annual base salary of
$450,000.
|
| (5) |
Represents
employer matching contribution under the Company’s 401(k)
plan.
|
| (6) |
Mr.
Hopkins resigned from his position of Chief Financial Officer as
of August
1, 2006, at which time Mr. Guidone assumed his
responsibilities.
|
| (7) |
Mr.
Monaghan is party to an employment agreement that provides for
an annual
base salary of 163,379 Euros.
|
| (8) |
Represents
housing reimbursement of $28,700, family travel reimbursement of
$8,650,
tax preparation reimbursement of $100 and employer matching contribution
of $8,769 under the Company’s 401(k)
plan.
|
Grants
of Plan-Based Awards in
Fiscal Year 2007.
The
following table contains information related to the grant of stock options
under
our existing stock option plans by us during the fiscal year ended March
31,
2007 to executive officers named in the Summary Compensation Table with awards
disclosed on a grant-by-grant basis:
|
|
|
|
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards
|
|
Exercise
or
Base
Price
of Option
|
|
Grant
Date Fair Market Value of Stock and
|
|
|
Name
|
|
Grant
Date (1)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
Awards
($/Sh)
|
|
Option
Awards (2)
|
|
|
Frank
Guidone
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
John
Hopkins
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Terence
Monaghan
|
|
|
11/22/2006
|
|
|
—
|
|
|
—
|
|
|
60,000
(3
|
)
|
$
|
23.09
|
|
$
|
570,500
|
|
|
J.
Victor Chatigny
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Steve
Smith
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
| (1) |
Represents
grants under the Company’s 2006 Stock Option
Plan.
|
| (2) |
Represents
the dollar amount recognized for financial statement reporting
purposes
with respect to fiscal 2007 for the fair value of options granted
to the
named executive officers. The fair value was estimated in accordance
with
FASB 123R. For a more detailed discussion on the valuations made
and
assumptions used to calculate the fair value of our options refer
to Note
2(v) of our Annual Report on Form 10-K for the fiscal year ended
March 31,
2007.
|
| (3) |
Represents
incentive stock options which vest in five equal installments on
November
22, 2007, 2008, 2009, 2010, and 2011,
respectively.
|
Outstanding
Equity Awards at Fiscal Year-End 2007.
The
following table contains information concerning unexercised options held
as of
March 31, 2007
by
the executive officers named in the Summary Compensation Table:
| |
|
Option
Awards
|
|
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
|
Frank
Guidone
|
|
|
3,918
|
(1)
|
|
15,672
|
(1)
|
|
—
|
|
$
|
25.52
|
|
|
3/31/16
|
|
|
|
|
|
56,082
|
(2)
|
|
224,328
|
(2)
|
|
—
|
|
|
25.52
|
|
|
3/31/16
|
|
|
John
Hopkins
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Terence
Monaghan
|
|
|
—
|
|
|
60,000
|
(3)
|
|
—
|
|
|
23.09
|
|
|
11/22/16
|
|
|
J.
Victor Chatigny
|
|
|
11,250
|
|
|
—
|
|
|
—
|
|
|
1.64
|
|
|
11/7/12
|
|
|
Steve
Smith
|
|
|
4,019
|
(4)
|
|
16,076
|
(4)
|
|
—
|
|
|
24.88
|
|
|
11/30/15
|
|
| |
|
|
15,981
|
(5)
|
|
63,924
|
(5)
|
|
—
|
|
|
24.88
|
|
|
11/30/15
|
|
| (1) |
Represents
grant of 19,590 incentive stock options which vest in five equal
installments of 3,918 on March 31, 2007, 2008, 2009, 2010, and
2011,
respectively.
|
| (2) |
Represents
grant of 280,410 non-qualified stock options which vest in five
equal
installments of 56,082 on March 31, 2007, 2008, 2009, 2010, and
2011,
respectively.
|
| (3) |
Represents
grant of 60,000 incentive stock options which vest in five equal
installments of 12,000 on November 22, 2012, 2013, 2014, 2015 and
2016,
respectively.
|
| (4) |
Represents
grant of 20,095 incentive stock options which vest in five equal
installments of 4,019 on November 30, 2011, 2012, 2013, 2014 and
2015,
respectively.
|
| (5) |
Represents
grant of 79,905 non-qualified stock options which vest in five
equal
installments of 15,981 on November 30, 2011, 2012, 2013, 2014 and
2015,
respectively.
|
Option
Exercises and Stock Vested in Fiscal Year 2007.
The
following table contains information, on an aggregated basis, concerning
the
exercise of stock options during the year ended March 31, 2007 by the executive
officers named in the Summary Compensation Table.
| |
|
Option
Awards
|
|
|
Name
|
|
Number
of
Shares
Acquired on
Exercise
(#)
|
|
Value
Realized
on
Exercise
($)
(1)
|
|
|
Frank
Guidone
|
|
|
—
|
|
|
—
|
|
|
John
Hopkins
|
|
|
50,000
|
|
$
|
980,750
|
|
|
Terence
Monaghan
|
|
|
—
|
|
|
—
|
|
|
J.
Victor Chatigny
|
|
|
83,650
|
|
|
1,789,546
|
|
|
Steve
Smith
|
|
|
—
|
|
|
—
|
|
| (1) |
Value
realized on exercise is computed based on the difference between
the
market price of the underlying security at exercise and the exercise
price
of the option.
|
EXECUTIVE
AGREEMENTS AND RELATED TRANSACTIONS
The
Company entered into an employment agreement with Frank Guidone, the current
Chief Executive Officer of the Company, effective as of March 31, 2006 (the
“Guidone Employment Agreement”). From June 2002 through March 2006, Mr. Guidone
served as Chief Executive Officer through consulting arrangements with
consulting firms of which Mr. Guidone was a principal. The Guidone 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 Guidone Employment Agreement, Mr. Guidone
will continue to serve as the Chief Executive Officer of the Company at an
annual base salary of $450,000. In addition, Mr. Guidone received a guaranteed
bonus in the amount of $50,000 in connection with the execution of the Guidone
Employment Agreement. Mr. Guidone is also 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. Further, pursuant to the Guidone Employment Agreement,
upon the termination of employment by Mr. Guidone for good reason, or
termination of employment by the Company other than for cause (as such events
are described in the Guidone Employment Agreement), Mr. Guidone will be entitled
to receive a lump sum payment of 150% of his then annual salary. Further,
pursuant to the terms of the Guidone Employment Agreement, Mr. Guidone received
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 “Guidone Option”). Upon a change
of control of the Company, all unvested shares of the Guidone Option will
immediately vest. The Guidone Option was granted pursuant to the Company’s 2006
Stock Option Plan (the “Option Plan”) and is subject to the terms, conditions
and provisions thereof and of the agreement evidencing the Guidone Option.
The
Compensation Committee has approved the terms of the Guidone Employment
Agreement and the Guidone Option.
The
Company entered into an employment agreement with Mark Thomson, the current
Chief Financial Officer of the Company, effective as of April 2, 2007 (the
“Thomson Employment Agreement”). Pursuant to the Thomson Employment Agreement,
Mr. Thomson will receive an annual base salary of $230,000, subject to annual
increases at the discretion of the Board of Directors or Compensation Committee.
Mr. Thomson will be eligible for an annual bonus of up to 40% of his annual
salary based on minimum company and individual performance standards to be
determined on an annual basis by management of the Company, except that,
with
respect to the first year of Mr. Thomson’s employment, he will receive a
guaranteed minimum bonus of $45,000. In addition, pursuant to the Thomson
Employment Agreement, on April 2, 2007 the Company granted Mr. Thomson an
option
to purchase up to 75,000 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 the date of such grant (the “Thomson Option”). A portion of the
Thomson Option equal to 50,000 shares will vest over a five year period in
equal
20% installments on each of the successive five year anniversaries of the
date
of the grant of the Thomson Option contingent on the continued employment
of Mr.
Thomson with the Company. The remaining 25,000 shares of the Thomson Option
are
subject to vesting conditions based upon performance targets to be determined
by
the Compensation Committee, up to a maximum of 5,000 shares vesting per year
on
each of the successive five year anniversaries of the date of the grant of
the
Thomson Option. Upon a change of control of the Company, all unvested shares
of
the Thomson Option will immediately vest. The Option was granted pursuant
to the
Option Plan and will be subject to the terms, conditions and provisions thereof
and of the certificate or agreement evidencing the Thomson Option. Furthermore,
pursuant to the Thomson Employment Agreement, upon the termination of employment
by Mr. Thomson for good reason, or termination of employment by the Company
other than for cause (as such events are described in the Thomson Employment
Agreement), Mr. Thomson will be entitled to receive 100% of his annual salary
in
effect at the time of such termination to be paid in equal installments over
the
course of one year in accordance with the Company’s payroll practices then in
effect. The Compensation Committee has approved the terms of the Thomson
Employment Agreement and the Thomson Option.
The
Company entered into an employment agreement with Terence Monaghan, the current
Group Vice President - Temperature/Optical, effective as of April 3, 2006
(the
“Monaghan Employment Agreement”). Pursuant to the Monaghan Employment Agreement,
Mr. Monaghan will receive an annual base salary of 163,379 Euros, subject
to
annual increases at the discretion of the Board of Directors or Compensation
Committee. Mr. Monaghan will be eligible for an annual bonus of up to 30%
of his
annual salary based on minimum company and individual performance standards
to
be determined on an annual basis by management of the Company.
BENEFICIAL
OWNERSHIP OF MEASUREMENT SPECIALTIES COMMON STOCK
The
following table shows information regarding the beneficial ownership of our
common shares as of July 2, 2007 for:
| · |
each
executive officer named in the summary compensation
table;
|
| · |
all
directors and executive officers as a group;
and
|
| · |
each
person known to us to be the beneficial owner of more than 5% of
our
outstanding shares of common stock.
|
|
Name
and Address of Beneficial Owner (1)
|
|
Amount
and Nature of Beneficial Ownership (2)
|
|
Percent
(2)
|
|
|
Directors
and Executive Officers:
|
|
|
|
|
|
|
Morton
L. Topfer (3)
|
|
|
838,052
|
|
|
5.86
|
%
|
|
Frank
D. Guidone (4)
|
|
|
154,715
|
|
|
*
|
|
|
J.
Victor Chatigny
|
|
|
114,783
|
|
|
*
|
|
|
John
D. Arnold (5)
|
|
|
83,200
|
|
|
*
|
|
|
R.
Barry Uber (6)
|
|
|
26,600
|
|
|
*
|
|
|
Terence
Monaghan
|
|
|
25,340
|
|
|
*
|
|
|
Steven
Smith (7)
|
|
|
23,750
|
|
|
*
|
|
|
Satish
Rishi (8)
|
|
|
10,000
|
|
|
*
|
|
|
Kenneth
E. Thompson
|
|
|
1,500
|
|
|
*
|
|
|
John
Hopkins (9)
|
|
|
—
|
|
|
—
|
|
| |
|
|
|
|
|
|
|
|
All
directors and officers as a group (ten persons) (10)
|
|
|
1,276,940
|
|
|
8.85
|
%
|
*
less
than 1%
|
(1)
|
Unless
otherwise indicated, the address of each person is c/o Measurement
Specialties, Inc.,
1000 Lucas Way, Hampton, VA 23666.
|
|
(2)
|
Beneficial
ownership is determined in accordance with the rules and regulations
of
the Securities and Exchange Commission. In computing the number
of shares
beneficially owned by a person and the percentage ownership of
that
person, shares of common stock subject to options and warrants
held by
that person that are currently exercisable or exercisable within
60 days
of the date hereof are deemed outstanding. Such shares, however,
are not
deemed outstanding for the purposes of computing the percentage
ownership
of any other person. Except as indicated in the footnotes to this
table
and pursuant to applicable community property laws, each stockholder
named
in the table has sole voting and investment power with respect
to the
shares set forth opposite such stockholder’s name. The percentage of
beneficial ownership is based on 14,286,301 shares of common stock
outstanding as of July 2, 2007.
|
|
(3)
|
Includes
options held by Mr. Topfer to purchase 5,000 shares and shares
of our
common stock held by Castletop Capital, L.P., a private investment
company
of which Mr. Topfer is a Managing Director. Mr. Topfer has shared
voting
and shared investment power with respect to the shares held by
Castletop
Capital.
|
|
(4)
|
Includes
options to purchase 60,000 shares.
|
| (5) |
Includes
options to purchase 26,000 shares.
|
|
(6)
|
Includes
options to purchase 20,000 shares.
|
|
(7)
|
Includes
options to purchase 20,000 shares.
|
|
(8)
|
Includes
options to purchase 10,000 shares.
|
|
(9)
|
Mr.
Hopkins resigned from his position of Chief Financial Officer as
of August
1, 2006.
|
|
(10)
|
Includes
options to purchase an aggregate of 141,000
shares.
|
The
following table gives information about each additional shareholder known
by us
to be a beneficial owner of more than 5% percent of common stock as of July
2,
2007, based on information filed with the SEC:
|
|
|
Amount
of Beneficial Ownership
|
|
Percent
|
|
|
Lord
Abbett & Co. LLC
90
HUDSON STREET
JERSEY
CITY, NEW JERSEY 07302
|
|
|
2,139,474
|
|
|
14.98
|
%
|
| |
|
|
|
|
|
|
|
|
Century
Capital Management, LLC
100
FEDERAL STREET, 29TH FLOOR
BOSTON
MA 02110
|
|
|
1,088,740
|
|
|
7.62
|
|
| |
|
|
|
|
|
|
|
|
Wellington
Management Co. LLP
75
STATE STREET
BOSTON,
MA 02109
|
|
|
992,500
|
|
|
6.95
|
|
| |
|
|
|
|
|
|
|
|
Brown
Capital Management, Inc.
1201
N CALVERT ST
BALTIMORE
MD 21201
|
|
|
775,900
|
|
|
5.43
|
|
OTHER
MATTERS
The
Board
of Directors is not aware of any matters other than those set forth in this
proxy statement that will be presented for action at the Annual Meeting.
However, if any other matter should properly come before the meeting, the
persons authorized by the accompanying proxy will vote and act with respect
thereto, in what according to their judgment, is in the interests of Measurement
Specialties and its shareholders.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires our directors, executive officers, and
the
persons who beneficially own more than ten percent of our common stock, to
file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to us.
Based solely on the reports received by us and on the representations of
the
reporting persons, we believe that these persons have complied with all
applicable filing requirements during fiscal 2007, except for R. Barry Uber
(one
late Form 4 filing which reported three transactions), Satish Rishi (one
late
Form 4 filing which reported one transaction), J. Victor Chatigny (two late
Form
4 filings which reported an aggregate of five transactions), Jean-Francois
Allier (one late Form 4 filing which reported one transaction) and Glen
MacGibbon (one late Form 4 filing which reported one transaction).
ANNUAL
REPORT ON FORM 10-K
In
addition to the proxy statement and proxy card, a copy of the Company’s annual
report on Form 10-K for the fiscal year ended March 31, 2007, which is not
part
of the proxy soliciting material, is enclosed. The annual report on Form
10-K is
being furnished to you without the exhibits thereto. Upon your request, the
company will provide you with a copy of the exhibits. You may under some
circumstances be responsible for the company’s reasonable expenses in furnishing
such exhibits.
STOCKHOLDER
PROPOSALS FOR THE 2008 ANNUAL MEETING
Shareholders
who wish to present proposals to be included in the Corporation’s proxy
materials for the 2008 Annual Meeting of Shareholders must submit such proposals
to our Secretary at Measurement Specialties, Inc., 1000 Lucas Way, Hampton,
VA
23666 by April 1, 2008. For any proposal that is not submitted for inclusion
in
next year’s proxy materials, but is instead sought to be presented directly at
the 2008 Annual Meeting, SEC rules permit us to exercise discretionary voting
authority to the extent conferred by proxy if we: (1) receive notice of the
proposal before June 15, 2008 and advise shareholders in the 2008 proxy
statement of the nature of the proposal and how management intends to vote
on
such matter or (2) do not receive notice of the proposal before June 15,
2008.
Notices of intention to present proposals at the 2008 Annual Meeting should
be
submitted to our Secretary at Measurement Specialties, Inc., 1000 Lucas Way,
Hampton, VA 23666.
July
23,
2007
EXHIBIT
A
(a) The
Second Restated Certificate of Incorporation of the Corporation is hereby
amended by deleting Section 4 in its entirety, describing the authorized
shares
of the Corporation, and substituting the following new Section 4 in lieu
thereof:
The
Corporation is authorized to issue 21,200,00026,200,000 shares
of stock.
(b) The
Second Restated Certificate of Incorporation of the Corporation is hereby
amended by deleting Subsection (a) of Section 5 in its entirety, describing
the
division of shares into classes, and substituting the following new Subsection
(a) of Section 5 in lieu thereof:
(a) 20,000,00025,000,000
shares
without par value shall be designated as Common Stock.
EXHIBIT
B
The
Second Restated Certificate of Incorporation of the Corporation is hereby
amended by deleting Subsection (b) of Section 7 in its entirety, describing
indemnification of officers and directors, and substituting the following
new
Subsection (b) of Section 7 in lieu thereof:
(b) Indemnification
of Officers, Directors and Employees.
(1) Limitation
of Liability;
Indemnification.
(a) For
purposes of this Section 7(b),
the following definitions shall apply:
(i)
“Expenses”
shall
mean all reasonable
costs, disbursements, fees of attorneys, accountants and other professionals,
expert fees, investigative fees and all other similar expenses.
(ii) “Indemnitee”
shall
mean a
director, officer, employee, or trustee of the Corporation, or of any
employee
benefit plan adopted or sponsored by the Corporation, or director, officer,
employee, trustee or other fiduciary, member, partner of, or persons
in a
similar capacity with any other corporation, partnership, limited liability
company, joint venture, sole proprietorship, trust, employee benefit
plan, or
other enterprise which such person is serving at the request of the Corporation.
Any person serving simultaneously as a director, officer or employee
of the
Corporation and as a director, officer, employee, trustee or other fiduciary,
member, partner of, or in a similar capacity with (i) any enterprise
in which
the Corporation owns at least 20% of the equity interests of such enterprise
or
(ii) any employee benefit plan adopted or sponsored by such an enterprise,
shall
be conclusively presumed to be serving in such capacity at the request
of the
Corporation.
(iii) “Liabilities”
shall
mean all
Expenses and any and all amounts paid or incurred in satisfaction of
settlements, judgments, fines, and penalties (including, without limitation,
any
excise taxes imposed in connection with service as a fiduciary of an
employee
benefit plan).
(iv) “Proceeding”
shall
mean any civil,
criminal, administrative, investigative or arbitration action (or other
form of
alternative dispute resolution), suit, or proceeding, including, without
limitation, any proceeding by or in the right of the Corporation, or
any appeal
therein, or any inquiry or investigation which could lead to such action,
suit,
or proceeding.
(b) To
the fullest extent permitted by
the New Jersey Business Corporation Act (the “BCA”) as the same exists or may
hereafter be amended, no officer or director of the Corporation shall
be liable
to the Corporation or its shareholders for damages for breach of any
duty,
except that nothing contained herein shall relieve an officer or a director
from
liability for breach of a duty based upon an act or omission (a) in breach
of
such person's duty of loyalty to the Corporation or its shareholders,
(b) not in
good faith or involving a knowing violation of law, or (c) resulting
in receipt
by such person of an improper personal benefit. Any amendment or modification
of
the foregoing provision or the applicable provisions of the BCA shall
not
adversely affect any right or protection of an officer or a director
of the
Corporation existing at the time of such amendment or modification, and
such
right or protection shall continue as to a person who has ceased to be
an
officer or a director and shall inure to the benefit of the heirs, executor
and
administrators of such a person.
(c) Each
person who was or is made a
party, or is threatened to be made a party to, or is otherwise involved
(including as a witness) in any pending, threatened, or completed (by
judgment,
settlement or otherwise) Proceeding by reason of his or her being or
having been
an Indemnitee shall be indemnified and held harmless by the Corporation
to the
fullest extent not prohibited by the BCA, as the same exists or may hereafter
be
amended (but, in the case of any such amendment, only to the extent that
such
amendment permits the Corporation to provide broader indemnification
rights than
the BCA permitted prior to such amendment), from and against any and
all
Liabilities incurred or suffered in connection with any such Proceeding,
and
such indemnification shall continue as to a person who has ceased to
be an
Indemnitee and shall inure to the benefit of his or her heirs, executors,
administrators, and assigns. Notwithstanding the foregoing and except
as set
forth in paragraph (2) of this Section 7(b), the Corporation shall indemnify
any
person seeking indemnification in connection with a Proceeding (or part
thereof)
initiated by such person only if such Proceeding (or part thereof) was
specifically authorized by the Board of Directors of the
Corporation.
(d) The
right to indemnification
conferred in this Section 7(b): (i) shall be a contract right (and any
subsequent repeal of, or amendment to, this Section 7(b) shall not affect
the
right to indemnification based upon any act or omission while this Section
7(b)
is in effect), (ii) is intended to be retroactive to events occurring
prior to
the adoption of this Section 7(b) to the fullest extent permitted by
applicable
law, and (iii) shall include the right to be paid by the Corporation
the
expenses incurred in connection with any Proceeding in advance of the
final
disposition of such Proceeding as authorized by the Board of Directors;
provided
that if the BCA or the Board of Directors so requires, the payment of
such
expenses in advance of the final disposition of a Proceeding shall be
made only
upon receipt by the Corporation of an undertaking, by or on behalf of
such
Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined that such Indemnitee is not entitled to be indemnified under
this
Section 7(b) or otherwise.
(2) Right
of Claimant to Bring
Suit. If a claim under subsection 1 of this Section 7(b) is not paid
in full by
the Corporation within thirty (30) days after a written request has been
received by the Corporation, the claimant may, at any time thereafter,
apply to
a court for an award of indemnification by the Corporation for the unpaid
amount
of the claim, and, if successful on the merits or otherwise in connection
with
any such Proceeding, or in the defense of any claim, issue, or matter
therein,
the claimant shall be entitled also to be paid by the Corporation any
and all
expenses incurred or suffered in connection with such Proceeding. It
shall be a
defense to any such action (other than an action brought to enforce a
claim for
the advancement of expenses incurred in connection with any Proceeding
where the
required undertaking, if any, has been tendered to the Corporation) that
the
claimant has not met the standard of conduct which makes it permissible
under
the BCA for the Corporation to indemnify the claimant for the amount
claimed,
but the burden of proving such defense shall be on the Corporation. Neither
the
failure of the Corporation (including its Board of Directors, its independent
legal counsel, or its shareholders) to have made a determination prior
to the
commencement of such Proceeding that indemnification of the claimant
is proper
in the circumstances because he or she has met the applicable standard
of
conduct set forth in the BCA, nor an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel, or
its
shareholders) that the claimant has not met such applicable standard
of conduct,
nor the termination of any Proceeding by judgment, order, settlement,
or
conviction, or upon a plea of nolo contendere or its equivalent, shall
be a
defense to the action or create a presumption that the claimant has not
met the
applicable standard of conduct.
(3) Non-Exclusivity
of Rights.
The right to indemnification and advancement of expenses provided by
or granted
pursuant to this Section 7(b) shall not exclude or be exclusive of any
other
rights to which any person (including agents) may be entitled under this
Certificate of Incorporation, the By-Laws of the Corporation, agreement,
vote of
shareholders, statute or otherwise; provided that no indemnification
shall be
made to or on behalf of such person if a judgment or other final adjudication
adverse to such person establishes that such person's acts or omissions
(a) were
in breach of his duty of loyalty to the Corporation or its shareholders,
(b)
were not in good faith or involved a knowing violation of law, or (c)
resulted
in such person's receipt of an improper personal benefit.
(4) Insurance.
The Corporation
may purchase and maintain insurance on behalf of any Indemnitee against
any
Liabilities incurred or asserted against him in any Proceeding by reason
of such
person's being or having been such an Indemnitee, whether or not the
Corporation
would have the power to indemnify such person against such expenses and
Liabilities under the provisions of this Section 7(b) or
otherwise.
(5) Reliance.
Persons who after
the date of the adoption of this provision become or remain Indemnitees
or who,
while an Indemnitee, become or remain a director, officer, employee or
agent of
a subsidiary, shall be conclusively presumed to have relied on the rights
to
indemnity, advancement of expenses and other rights contained in this
Section
7(b) in entering into or continuing such service. The rights to indemnification
and to the advance of expenses conferred in this Section 7(b) shall apply
to
claims made against an Indemnitee arising out of acts or omissions which
occurred or occur both prior and subsequent to the adoption
hereof.
(6) Merger
or Consolidation. For purposes of this Section 7(b), references to the
“Corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent)
absorbed in
a consolidation or merger which, if its separate existence had continued,
would
have had power and authority to indemnify its directors, officers and
employees
or agents, so that any person who is or was a director, officer, employee
or
agent of such constituent corporation, or is or was serving at the request
of
such constituent corporation as a director, officer, employee or agent
of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Section 7(b) with respect
to the
resulting or surviving corporation as he or she would have with respect
to such
constituent corporation if its separate existence had
continued.
(b) Indemnification
of Officers and Directors. To the fullest extent that the Business
Corporation
Act of the State of New Jersey, as it exists date hereof or as it may
hereafter
be amended, permits the limitation or elimination of the liability
of Directors,
no director of this Corporation shall be liable to this Corporation
or its
stockholders for monetary damages for breach of fiduciary duty as a
Director. No
amendment to or repeal of this Article shall apply to or have any effect
on the
liability or alleged liability of any Director of this Corporation
for or with
respect to any acts or omissions of such Director occurring prior to
such
amendment or appeal.
EXHIBIT
C
MEASUREMENT
SPECIALTIES, INC.
AMENDED
AND RESTATED AUDIT COMMITTEE CHARTER
Date
of Adoption: July 10, 2007
Purpose
The
Audit
Committee is appointed by the Board to assist the Board in monitoring
(1) the
integrity of the financial statements of Measurement Specialties, Inc.
(the
“Company”), (2) the independent auditor’s qualifications and independence, (3)
the performance of the Company’s independent auditors, and (4) the compliance by
the Company with legal and regulatory requirements.
The
Audit
Committee shall prepare the report required by the rules of the Securities
and
Exchange Commission (the "Commission") to be included in the Company’s annual
proxy statement.
Committee
Membership
The
Audit
Committee shall consist of no fewer than three members. The members of
the Audit
Committee shall meet the independence and experience requirements of
the NASDAQ
Global Market, Section 10A(m)(3) of the Securities Exchange Act of 1934
(the
“Exchange Act”) and the rules and regulations of the Commission, including Rule
10A-3(b)(1) promulgated under the Exchange Act. At least one member of
the Audit
Committee shall be a financial expert as defined by the Commission.
The
members of the Audit Committee shall be appointed by the Board. Audit
Committee
members may be replaced by the Board.
Meetings
The
Audit
Committee shall meet as often as it determines, but not less frequently
than
quarterly. The Audit Committee shall meet periodically with management
and the
independent auditor in separate executive sessions. The Audit Committee
may
request any officer or employee of the Company or the Company’s outside counsel
or independent auditor to attend a meeting of the Committee or to meet
with any
members of, or consultants to, the Committee.
Committee
Authority and Responsibilities
The
Audit
Committee shall have the sole authority to select, evaluate and, where
appropriate, replace the independent auditor (subject, if applicable,
to
shareholder ratification). The Audit Committee shall be directly responsible
for
the compensation and oversight of the work of the independent auditor
(including
resolution of disagreements between management and the independent auditor
regarding financial reporting) for the purpose of preparing or issuing
an audit
report or related work. The independent auditor shall report directly
to the
Audit Committee and shall be accountable to the Audit Committee and the
Board.
The
Audit
Committee shall preapprove all auditing services and permitted non-audit
services (including the fees and terms thereof) to be performed for the
Company
by its independent auditor. This preapproval requirement shall be subject
to the
de minimis exception for non-audit services described in Section 10A(i)(1)(B)
of
the Exchange Act if such services are approved by the Audit Committee
prior to
the completion of the audit. The Audit Committee may, when appropriate,
form and
delegate authority to subcommittees consisting of one or more members
who are
independent directors of the Board, including the authority to grant
preapprovals of audit and permitted non-audit services, provided that
decisions
of such subcommittee to grant preapprovals shall be presented to the
full Audit
Committee at its next scheduled meeting.
The
Audit
Committee shall have the authority, to the extent it deems necessary
or
appropriate, to retain independent legal, accounting or other advisors.
The
Company shall provide for appropriate funding, as determined by the Audit
Committee, for payment of compensation to the independent auditor for
the
purpose of rendering or issuing an audit report and to any advisors employed
by
the Audit Committee.
The
Audit
Committee shall make regular reports to the Board. The Audit Committee
shall
review and reassess the adequacy of this Charter annually and recommend
any
proposed changes to the Board for approval. The Audit Committee shall
annually
review the Audit Committee’s own performance.
The
Audit
Committee, to the extent it deems necessary or appropriate, shall:
Financial
Statement and Disclosure Matters
1. Review
and discuss with management and the independent auditor the annual audited
financial statements, including disclosures made in management’s discussion and
analysis, and recommend to the Board whether the audited financial statements
should be included in the Company’s Form 10-K.
2. Review
and discuss with management and the independent auditor the Company’s quarterly
financial statements prior to the filing of its Form 10-Q, including
the results
of the independent auditor’s review of the quarterly financial
statements.
3. Discuss
with management and the independent auditor significant financial reporting
issues and judgments made in connection with the preparation of the Company’s
financial statements, including any significant changes in the Company’s
selection or application of accounting principles, any material issues
as to the
adequacy of the Company’s internal controls and any special steps adopted in
light of material control deficiencies.
4. Review
and discuss quarterly reports from the independent auditors on:
(a) All
critical accounting policies and practices to be used.
(b) All
alternative treatments of financial information within generally accepted
accounting principles that have been discussed with management, ramifications
of
the use of such alternative disclosures and treatments, and the treatment
preferred by the independent auditor.
(c) Other
material written communications between the independent auditor and management,
such as any management letter or schedule of unadjusted
differences.
5. Discuss
with management the Company’s earnings press releases, including the use of "pro
forma" or "adjusted" non-GAAP information, as well as financial information
and
earnings guidance provided to analysts and rating agencies. Such discussion
may
be done generally (consisting of discussing the types of information
to be
disclosed and the types of presentations to be made).
6. Discuss
with management and the independent auditor the effect of regulatory
and
accounting initiatives as well as off-balance sheet structures on the
Company’s
financial statements.
7. Discuss
with management the Company’s major financial risk exposures and the steps
management has taken to monitor and control such exposures, including
the
Company’s risk assessment and risk management policies.
8. Discuss
with the independent auditor the matters required to be discussed by
Statement
on Auditing Standards No. 61 relating to the conduct of the audit, including
any
difficulties encountered in the course of the audit work, any restrictions
on
the scope of activities or access to requested information, and any significant
disagreements with management.
9. Review
disclosures made to the Audit Committee by the Company’s CEO and CFO during
their certification process for the Form 10-K and Form 10-Q about any
significant deficiencies in the design or operation of internal controls
or
material weaknesses therein and any fraud involving management or other
employees who have a significant role in the Company’s internal
controls.
Oversight
of the Company’s Relationship with the Independent Auditor
10. Review
and evaluate the lead partner of the independent auditor team.
11. Obtain
and review a report from the independent auditor at least annually, consistent
with Independence Standards Board Standard 1, regarding (a) the independent
auditor’s internal quality-control procedures, (b) any material issues raised
by
the most recent internal quality-control review, or peer review, of the
firm, or
by any inquiry or investigation by governmental or professional authorities
within the preceding five years respecting one or more independent audits
carried out by the firm, (c) any steps taken to deal with any such issues,
and
(d) all relationships between the independent auditor and the Company.
Evaluate
the qualifications, performance and independence of the independent auditor
(discussing with the independent auditor any disclosed relationships
or services
that may have an impact on the objectivity and independence of the auditor),
including considering whether the auditor’s quality controls are adequate and
the provision of permitted non-audit services is compatible with maintaining
the
auditor’s independence, and taking into account the opinions of management. The
Audit Committee shall present its conclusions with respect to the independent
auditor to the Board.
12. Ensure
the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for reviewing
the
audit as required by law. Consider whether, in order to assure continuing
auditor independence, it is appropriate to adopt a policy of rotating
the
independent auditing firm on a regular basis.
13. Recommend
to the Board policies for the Company’s hiring of employees or former employees
of the independent auditor who participated in any capacity in the audit
of the
Company.
14. Discuss
with the independent auditor issues on which they consulted their national
office and matters of audit quality and consistency. Review and approve the
audit plan of the independent auditor.
15. Meet
with
the independent auditor prior to the audit to discuss the planning and
staffing
of the audit.
Compliance
Oversight Responsibilities
16. Obtain
from the independent auditor assurance that Section 10A(b) of the Exchange
Act
has not been implicated.
17. Obtain
reports from management that the Company and its subsidiary/foreign affiliated
entities are in conformity with applicable legal requirements and the
Company’s
Code of Business Conduct and Ethics. Review reports and disclosures of
insider
and affiliated party transactions. Advise the Board with respect to the
Company’s policies and procedures regarding compliance with applicable laws and
regulations and with the Company’s Code of Business Conduct and
Ethics.
18. Establish
procedures for the receipt, retention and treatment of complaints received
by
the Company regarding accounting, internal accounting controls or auditing
matters, and the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters.
19. Discuss
with management and the independent auditor any correspondence with regulators
or governmental agencies and any published reports which raise material
issues
regarding the Company’s financial statements or accounting
policies.
20. Discuss
with the Company’s General Counsel legal matters that may have a material impact
on the financial statements or the Company’s compliance policies.
21. Periodically
review and discuss with management the status of management’s implementation of
recommendations made by the Audit Committee.
Limitation
of Audit Committee’s Role
While
the
Audit Committee has the responsibilities and powers set forth in this
Charter,
it is not the duty of the Audit Committee to plan or conduct audits or
to
determine that the Company’s financial statements and disclosures are complete
and accurate and are in accordance with generally accepted accounting
principles
and applicable rules and regulations. These are the responsibilities
of
management and the independent auditor.
PROXY
MEASUREMENT
SPECIALTIES, INC.
Annual
Meeting of Shareholders - Monday, September 10, 2007
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR USE AT THE
2007
ANNUAL MEETING OF SHAREHOLDERS ON SEPTEMBER 10, 2007
The
shares of common stock of Measurement Specialties, Inc. you are entitled
to vote
at the 2007 Annual Meeting of Shareholders will be voted as you
specify.
By
signing this proxy, you revoke all prior proxies and appoint Frank D.
Guidone,
Mark Thomson, or other designee, and each of them, with full power of
substitution, to vote all shares you are entitled to vote on the matters
shown
on the reverse side, as directed in this proxy and, in
their discretion, on any other matters which may come before the Annual
Meeting
and all postponements and adjournments.
This
proxy, when properly executed, will be voted as directed, or if no direction
is
given, will be voted FOR the nominees for Director, FOR an amendment
to the
Second Restated Certificate of Incorporation which shall effect an increase
in
the total number of authorized shares of common stock from 20,000,000
to
25,000,000, FOR an amendment to the Second Restated Certificate of Incorporation
to provide for provisions relating to the indemnification of directors,
officers
and employees of the Company, and FOR the ratification of the appointment
of
KPMG LLP as our independent auditors for fiscal 2008.
(Continued
and to be signed on the reverse side)
ANNUAL
MEETING OF SHAREHOLDERS OF
MEASUREMENT
SPECIALTIES, INC.
Monday,
September 10, 2007
|
PROXY
VOTING INSTRUCTIONS
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MAIL -
Date, sign and mail your proxy card in the envelope provided
as soon as
possible.
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OR -
TELEPHONE
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Call toll-free 1-800-690-6903
from any touch-tone telephone and follow the instructions.
Have your
control number and proxy card available when you call.
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OR -
INTERNET -
Access "www.proxyvote.com" and follow the on-screen instructions.
Have
your control number available when you access the web
page.
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COMPANY
NUMBER
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ACCOUNT
NUMBER
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NUMBER
OF SHARES
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CONTROL
NUMBER
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↓
Please detach and mail in the envelope provided if you are not
voting via
telephone or the Internet.↓
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF TWO
DIRECTORS,
AND "FOR" PROPOSALS 2 through 5.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
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1.
To
elect the following persons to the Board of Directors of the
company for
the term
described in the proxy statement:
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FOR
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WITHHOLD
AUTHORITY
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2. To
approve the amendment to the Second Restated Certificate of Incorporation
to increase the total number of authorized shares of common stock
from
20,000,000 to 25,000,000.
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FOR
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AGAINST
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ABSTAIN
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John
D. Arnold
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o
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o
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Frank
Guidone
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o
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o
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Kenneth
E. Thompson
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o
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o
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3.
To approve the amendment to the Second Restated Certificate of
Incorporation to provide for the indemnification of directors,
officers
and employees of the Company.
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FOR
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AGAINST
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ABSTAIN
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4.
To ratify the selection by the company of KPMG LLP, independent
public
accountants, to audit the financial statements of the company
for the
fiscal year ending March 31, 2008.
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FOR
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AGAINST
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ABSTAIN
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SIGN,
DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
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To
change the address on your account, please check the box at the
right and
indicate your new address in the address space above. Please
note that
changes to the registered name(s) on the account may not be submitted
via
this method.
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¨
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Signature
of
Shareholder______________________
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Date:_______
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Signature
of
Shareholder___________________
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Date:_______
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Note:
This proxy must be signed exactly as the name appears hereon. When shares
are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer
is
a corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.