SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 28, 2004 MEASUREMENT SPECIALTIES, INC. ----------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW JERSEY 001-11906 22-2378738 -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 710 RT 46 EAST, SUITE 206, FAIRFIELD NEW JERSEY 07004 ------------------------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (973) 808-3020 -------------- --------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 9. REGULATION FD DISCLOSURE The registrant's Consolidated Statements of Operations for the three months ended March 31, 2003 and 2004 are attached hereto as Exhibit 99.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEASUREMENT SPECIALTIES, INC. By: /s/ John P. Hopkins ----------------------------------------- Date: May 28, 2004 Name: John P. Hopkins Title: Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Registrant's Consolidated Statements of Operations for the three months ended March 31, 2003 and 2004.