AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON
JUNE 29, 2004
REGISTRATION NO. 333-_____
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEASUREMENT SPECIALTIES, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2378738
--------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
710 ROUTE 46 EAST, SUITE 206
FAIRFIELD, NEW JERSEY 07004
(973) 808-3020
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
FRANK GUIDONE
CHIEF EXECUTIVE OFFICER
MEASUREMENT SPECIALTIES, INC.
710 ROUTE 46 EAST, SUITE 206
FAIRFIELD, NEW JERSEY 07004
(973) 808-3020
-----------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Kenneth E. Thompson, Esq.
McCarter & English, LLP
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07101-0652
(973) 622-4444
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
=================================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
------------------------------------ ------------ -------------------- -------------------- -----------------
Common Stock, no par value per share 918,628 $ 20.25 $ 18,602,217 $ 2,357
------------------------------------ ------------ -------------------- -------------------- -----------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933 (the "Securities Act"), based
upon the average of the high and low sale prices of the registrant's common
stock as reported on the American Stock Exchange on June 28, 2004. THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 29, 2004
Prospectus
MEASUREMENT SPECIALTIES, INC.
918,628 SHARES OF COMMON STOCK
This prospectus relates to 918,628 shares of our common stock, no par value
per share, owned by the selling stockholders listed on page 7 of this
prospectus. We will not receive any of the proceeds from the sale of common
stock by the selling stockholders.
The selling stockholders may sell all or a portion of the shares from time
to time on the American Stock Exchange, in negotiated transactions or otherwise,
and at prices which will be determined by the prevailing market price for the
shares or in negotiated transactions.
Our common stock is listed on the American Stock Exchange under the symbol
"MSS." On June 28, 2004, the last reported sale price per share of our common
stock on the American Stock Exchange was $20.25.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. YOU SHOULD READ THE
ENTIRE PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT CAREFULLY BEFORE
YOU MAKE YOUR INVESTMENT DECISION. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2004
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . .2
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . .3
OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . .5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . .6
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . .8
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
ABOUT THIS PROSPECTUS
You should rely only on the information contained or incorporated by
reference in this prospectus and any applicable prospectus supplements. We have
not authorized any other person to provide you with different information. We
will not make an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing
in this prospectus is accurate only as of the date on the cover page.
In this prospectus, references to "Company," "we," "us," "our" and
"Measurement Specialties" refer to Measurement Specialties, Inc. The phrase
"this prospectus" refers to this prospectus and any applicable prospectus
supplement, unless the context otherwise requires.
2
WHERE YOU CAN FIND MORE INFORMATION
This prospectus incorporates by reference important business and financial
information about us that is not otherwise included in this prospectus. The
following documents filed by us, Commission File No. 001-11906, with the
Securities and Exchange Commission ("SEC") are incorporated by reference in this
prospectus and shall be deemed to be a part of this prospectus:
1. Annual Report on Form 10-K for the fiscal year ended March 31, 2004,
filed on May 27, 2004;
2. Current Report on Form 8-K filed on June 28, 2004; and
3. The description of our common stock, no par value per share, contained
in our Registration Statement on Form 8-A filed on July 31, 1987, as
amended by Forms 8-A filed on April 21, 1993 and July 26, 1995,
respectively.
Neither Current Reports on Form 8-K furnished under Item 9 of Form 8-K nor
Current Reports furnished under Item 12 of Form 8-K are incorporated by
reference in this prospectus.
All documents and reports filed by us with the SEC (other than Current
Reports on Form 8-K furnished pursuant to Item 9 or Item 12 of Form 8-K, unless
otherwise indicated therein) pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the
date of this prospectus and prior to the termination of this offering shall be
deemed incorporated by reference in this prospectus and shall be deemed to be a
part of this prospectus from the date of filing of such documents and reports.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any subsequently filed document or report that also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We will provide, without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents incorporated by reference in
this prospectus other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this prospectus. Requests for
such documents should be addressed in writing or by telephone to:
John Hopkins
Secretary
Measurement Specialties, Inc.
710 Route 46 East, Suite 206
3
Fairfield, New Jersey 07004
(973) 808-3020
We are subject to the information reporting requirements of the Exchange
Act and accordingly file annual, quarterly and special reports, proxy statements
and other information with the SEC. Members of the public may read and copy any
materials we file with the SEC at the SEC's Public Reference Room located at 450
Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site at http://www.sec.gov that contains materials we
file electronically with the SEC.
OUR COMPANY
We are a designer and manufacturer of sensors and sensor-based consumer
products. We produce a wide variety of sensors that use advanced technologies to
measure precise ranges of physical characteristics, including pressure, motion,
force, displacement, tilt/angle, flow, and distance. We have two businesses, a
Sensor business and a Consumer Products business.
Our Sensor segment designs and manufacturers sensors for original equipment
manufacturers (OEMs). These sensors are used for automotive, medical, consumer,
military/aerospace and industrial applications. Our sensor products include
piezoresistive pressure sensors, transducers and transmitters, electromagnetic
displacement sensors, piezoelectric polymer film sensors, tilt sensors, membrane
switch panel sensors, custom microstructures, load cells and accelerometers.
Our Consumer Products segment designs and manufactures sensor-based
consumer products. Our sensor-based consumer bath and kitchen scale products
are sold and marketed primarily under the brand names of our OEM customers. Our
tire pressure gauges and distance measurement products are sold and marketed
under our own brand names, as well as those of our OEM and private label
customers.
Our principal executive offices are located at 710 Route 46 East, Suite
206, Fairfield, New Jersey 07004 and our telephone number at that location is
(973) 808-3020.
4
RISK FACTORS
Investing in our securities involves risks. You should carefully consider
the risks, uncertainties and assumptions discussed under the caption "Risks
Factors" included in our annual report on Form 10-K for the year ended March 31,
2004, which are incorporated by reference in this prospectus, and which may be
amended, supplemented or superseded from time to time by other reports we file
with the SEC in the future.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and other documents we file with the SEC contain
forward-looking statements that are based on current expectations, estimates,
forecasts and projections about us, our future performance, the industries in
which we operate, our beliefs and our management's assumptions. In addition,
other written or oral statements that constitute forward-looking statements may
be made by or on behalf of us. Words such as "expects," "anticipates,"
"targets," "goals," "projects," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements are not guarantees
of future performance and involve certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in such forward-looking
statements. Except as required under the federal securities laws and the rules
and regulations of the SEC, we do not have any intention or obligation to update
publicly any forward-looking statements after the distribution of this
prospectus, whether as a result of new information, future events, changes in
assumptions, or otherwise.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common stock
offered by the selling stockholders named in this prospectus.
5
SELLING STOCKHOLDERS
An aggregate of up to 918,628 shares of our common stock may be offered and
sold pursuant to this prospectus by the selling stockholders.
Four Corners Capital Partners, LP ("FCCP") received 500,785 shares of
common stock as a result of the net exercise of a warrant that we issued in July
2003, effective as of April 21, 2003, in consideration for the services provided
by Frank Guidone as our Chief Executive Officer. Frank Guidone is a partner of
FCCP.
Castletop Capital, L.P. ("Castletop") received 297,228 shares of common
stock as a result of the exercise of a warrant we issued in October 2002. We
issued the warrant to Castletop as partial consideration for the extension of a
$9.3 million bridge loan. Castletop is controlled by Morton Topfer, Chairman of
our Board of Directors.
The other selling stockholders received their shares of common stock as a
result of the distribution of shares by Corporate Revitalization Partners
("CRP") to its partners following the exercise by CRP of warrants that we issued
in November 2002 and January 2003. We issued these warrants to CRP in
consideration for the achievement of certain goals in connection with our
restructuring programs. FCCP is a partner of CRP and received 29,791 shares in
this distribution.
We are filing a registration statement, of which this prospectus
constitutes a part, in order to permit the selling stockholders and their
permitted transferees and assigns to resell to the public the shares of our
common stock issued upon exercise of the warrant.
The following table sets forth the number of shares of common stock
beneficially owned by the selling stockholders as of June 28, 2004 and the
number of shares of common stock that are being offered under the terms of this
prospectus. The percentage of ownership is based on an aggregate of 13,282,874
shares issued and outstanding as of June 28, 2004. Beneficial ownership
includes shares owned and shares that the selling stockholders have the right to
acquire within 60 days.
6
Shares Owned After
Shares Beneficially Offering (1)
Name of Selling Owned Before Shares Being ----------------------
Stockholders Offering Offered Number Percentage
----------------------- ------------------- ------------ --------- -----------
Four Corners Capital 553,510 530,576 22,934 *
Partners, LP
Castletop Capital, L.P. 297,228 297,228 0 *
William K. Snyder 24,320 24,320 0 *
Jeff D. Armstrong 9,273 9,273 0 *
Mark Barbeau 8,268 8,268 0 *
J. Kevin Barrentine 3,308 3,308 0 *
Dan A. Dixon 3,308 3,308 0 *
David T. Lee 3,308 3,308 0 *
Jonathan J. Nash 6,323 6,323 0 *
Laura Alison Snyder 3,308 3,308 0 *
John R. Gordon, Jr. 3,308 3,308 0 *
Mark Censits 3,308 3,308 0 *
Erik Wikstrom 9,902 9,902 0 *
Chip Mello 2,205 2,205 0 *
Tom O'Donoghue 2,205 2,205 0 *
Holly O'Hara 1,103 1,103 0 *
Garry Barrett 1,103 1,103 0 *
Kevin Smith 882 882 0 *
J. Cooper Crouse 882 882 0 *
Darius Chagnon 3,959 3,959 0 *
Scott Avila 551 551 0 *
________________
* Less than 1%.
(1) Assumes the selling stockholders dispose all of the shares of common stock
offered by this prospectus and do not acquire or dispose of any additional shares
of common stock. The selling stockholders may sell all, some or none of the
shares offered by this prospectus.
The shares offered by this prospectus may be sold by the pledgees, donees,
transferees, assignees or other successors-in-interest that receive their shares
from the selling stockholders as a gift, pledge or other non-sale transfer after
the date of this prospectus. The term "selling stockholders" as used in this
prospectus shall include such pledgees, donees, transferees, assignees or other
successors-in-interest.
7
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, donees, transferees,
assignees or other successors-in-interest may, from time to time, sell any or
all of the shares of common stock offered hereby on any stock exchange, market
or trading facility on which the shares are traded or in private transactions.
Our common stock currently trades on the American Stock Exchange. Any sales by
the selling stockholders may be at fixed or negotiated prices. The selling
stockholders may use any one or more of the following methods when selling
shares:
- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
- block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
- an exchange distribution in accordance with the rules of the
applicable exchange;
- privately negotiated transactions;
- short sales;
- broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
- a combination of any such methods of sale; and
- any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling stockholders may from time to time pledge or grant security
interests in their shares of our common stock and, if they default in the
performance of their secured
8
obligations, the pledgees or secured parties may offer and sell the shares of
common stock from time to time under this prospectus.
In addition, the selling stockholders may enter into derivative transactions
with third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. In connection with those
derivatives, the third parties may sell securities covered by this prospectus
and any applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged or loaned by the selling
stockholders to settle those sales or to close out any related open borrowings
of stock, and may use securities received from the selling stockholders in
settlement of those derivatives to close out any related open borrowings of
stock. The third party in such sale transactions may be an underwriter and, if
so, will be identified in the applicable prospectus supplement or post-effective
amendment. FCCP has informed us that it is considering entering into a pre-paid
forward sale contract or similar transaction in order to generate liquidity for
the payment of taxes in respect of the exercise of the warrant issued to it. We
will identify the other party to the pre-paid forward sale contract in a
prospectus supplement or post-effective amendment.
The selling stockholders also may transfer their shares of our common stock
in other circumstances, in which case the pledgees, donees, transferees,
assignees or other successors-in-interest will be the "selling stockholders" for
purposes of this prospectus.
The selling stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
We will not receive any proceeds from sales of any shares by the selling
stockholders.
LEGAL MATTERS
The validity of the common stock offered pursuant to this prospectus will
be passed upon by McCarter & English, LLP.
EXPERTS
The consolidated financial statements of Measurement Specialties, Inc. and
subsidiaries (collectively, the "Company") appearing in the Company's Annual
Report of Form 10-K for the year ended March 31, 2004, have been audited by
Grant Thornton LLP, independent registered public accounting firm, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
9
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Registrant in connection with the sale and distribution of the common stock
registered hereby:
SEC Registration Fee $2,357
Accounting Fees $10,000
Legal Fees and Disbursements $10,000
American Stock Exchange
Additional Listing Fee $12,000
Printing Fees $5,000
Miscellaneous $643
Total: $40,000
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 14A:3-5 of the New Jersey Business Corporation Act ("NJBCA") gives
a corporation the power, without a specific authorization in its certificate of
incorporation or by-laws, to indemnify a director, officer, employee or agent (a
"corporate agent") against expenses and liabilities incurred in connection with
certain proceedings involving the corporate agent by reason of his being or
having been such a corporate agent, provided that the corporate agent must have
acted in good faith and in the manner reasonably believed to be in, or not
opposed to, the best interest of the corporation and, with respect to any
criminal proceeding, such corporate agent had no reasonable cause to believe his
conduct was unlawful. In such proceeding, termination of a proceeding by
judgment, order, settlement, conviction or upon plea of nolo contendere or its
equivalent does not of itself create a presumption that any such corporate agent
failed to meet the above applicable standards of conduct. Subject to certain
limitations, the indemnification provided by the NJBCA does not exclude any
rights to which a corporate agent may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders or otherwise. No
indemnification, other than that required when a corporate agent is successful
on the merits or otherwise in any of the above proceedings, is permitted if such
indemnification would be inconsistent with a provision of the certificate of
incorporation, a by-law or a resolution of the board of directors or of the
shareholders, an agreement or other proper corporate action, in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding,
which prohibits, limits or otherwise conditions the exercise of indemnification
powers by the corporation or the rights of indemnification to which a corporate
agent may be entitled.
The Registrant's Certificate of Incorporation and Bylaws provide for
mandatory indemnification rights, subject to limited exception, to any director
or officer of the Registrant who by reason of the fact that he or she is a
director or officer of the Registrant, is involved in a legal proceeding of any
nature.
All of the Registrant's directors and officers are covered by insurance
policies maintained by the Registrant against certain liabilities for actions
taken in their capacities as such, including liabilities under the Securities
Act of 1933, as amended.
ITEM 16. EXHIBITS.
See the index to exhibits, which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes:
(1) To file, during the period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfield, State of New Jersey on June 29, 2004.
Measurement Specialties, Inc.
Registrant
By:/s/Frank Guidone
----------------
Frank Guidone
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned constitutes and
appoints Frank Guidone and John Hopkins, and each of them, as attorneys-in-fact
and agents, with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement or any registration statement for this offering that is to be
effective upon the filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and all post-effective amendments thereto, and to file the
same, with all exhibits thereto and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that each of said
attorney-in-fact or substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on June 29, 2004.
Signature Title
---------- -----
/s/ Frank Guidone Chief Executive Officer and Director
-------------------------------
Frank Guidone (Principal Executive Officer)
/s/ John P. Hopkins Chief Financial Officer
-------------------------------
John P. Hopkins (Principal Financial Officer and
Principal Accounting Officer)
Chairman of the Board
-------------------------------
Morton L. Topfer
/s/ John D. Arnold Director
-------------------------------
John D. Arnold
Director
-------------------------------
R. Barry Uber
/s/ The Hon. Dan J. Samuel Director
--------------------------
The Hon. Dan J. Samuel
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
4.1* Specimen Certificate for shares of common stock of Measurement Specialties, Inc.
5.1 Opinion of McCarter & English, LLP
Consent of McCarter & English, LLP (included in its opinion filed as Exhibit 5.1
23.1 hereto)
23.2 Consent of Grant Thornton LLP, independent registered public accounting firm
Powers of Attorney (included on the signature page of this Registration
24.1 Statement)
* Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registration Statement on Form S-1 (File No. 333-57928) and
incorporated herein by reference.