UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 22, 2004
MEASUREMENT SPECIALTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 1-11906 22-2378738
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(STATE OR OTHER JURISDICTION COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER IDENTIFICATION NO.)
10 WASHINGTON AVENUE, FAIRFIELD, NEW JERSEY 07004-3877
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(973) 808-3020
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS (SEE GENERAL INSTRUCTION A.2. BELOW):
[ ] WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR
230.425)
[ ] SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT (17 CFR
240.14A-12)
[ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE EXCHANGE
ACT (17 CFR 240.14D-2(B))
[ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE EXCHANGE
ACT (17 CFR
240.13E-4(C))
SECTION 2 FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION
On December 22, 2004, Measurement Specialties, Inc. ("MSI") consummated the
acquisition of all of the issued and outstanding shares of Humirel S.A.
("Humirel"). As previously reported in MSI's Form 8-K filed December 23, 2004,
MSI entered into a definitive agreement on December 17, 2004 to acquire the
stock of Humirel, a designer/manufacturer of humidity sensors and assemblies
based in France, for 19 million Euro, or $25.3 million ($23.4 million payable
at closing and $1.9 million in deferred payment). Furthermore, the sellers can
earn up to an additional $6.3 million if certain performance criteria are
achieved. Included in the $23.4 million payable at closing, management
shareholders received $476,000 of the closing consideration in the form of
20,000 restricted shares of common stock of MSI with the balance payable in
cash.
Humirel (www.humirel.com), based in Toulouse, France, designs and manufactures
humidity sensors and assemblies for automotive, heavy truck, HVAC and consumer
products markets. The Company's products are used in OEM applications such as
automotive windshield defogging, diesel engine performance and emissions
management and control, and consumer durable goods humidity measurement, among
others. End customers include several major European, US and Asian automakers,
most major diesel engine companies and leading consumer HVAC and durable goods
manufacturers.
To support the financing of the transaction, the Company has entered into a new,
$35 million five-year credit agreement with GE Commercial Finance, Commercial &
Industrial Finance, comprised of a $20 million term loan and $15 million
revolving credit facility. JPMorgan Chase Bank, N.A. and Wachovia Bank National
Association participated in the syndication.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired and (b) Pro forma financial
information:
Audited financial statements for Humirel and any pro forma financial information
required pursuant to Regulation S-X will be furnished by an amendment to this
Form 8-K within 71 calendar days after the date this report was required to have
been filed.
(c) Exhibits. The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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Exhibit 99.1 Press Release of Measurement Specialties, Inc. dated December
22, 2004.
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.
(Registrant)
Date: December 27, 2004
/S/ John P. Hopkins
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John P. Hopkins
Chief Financial Officer
(authorized officer and principal financial officer)