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 1, 2005
MEASUREMENT
SPECIALTIES, INC.
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
1-11906
|
22-2378738
|
|
(State
or other jurisdiction of incorporation)
|
Commission
File Number
|
(IRS
Employer Identification No.)
|
1000
Lucas Way, Hampton, VA 23666
(Address
of principal executive offices) (Zip Code)
(757)
766-1500
Registrant's
telephone number, including area code
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
Measurement
Specialties, Inc. (NASDAQ: MEAS), a designer and manufacturer of sensors
and
sensor-based consumer products, announced today it has signed a definitive
agreement to sell its Consumer Division, including its Cayman Island subsidiary,
Measurement Limited (ML), to Fervent Group Limited (FGL). Fervent Group Limited
is a BVI company controlled by the owners of River Display Limited (RDL),
the
Company’s long time partner and primary supplier of consumer products in
Shenzhen, China. Under the terms of the agreement, FGL will acquire the
Company’s Consumer Division for up to $17.5 million, which may be reduced by up
to $5 million if ML fails to meet certain performance criteria within the
first
year. The Company anticipates closing the transaction on or before December
15th, 2005, with an effective date of December 1st, 2005. For the 12-month
period ended September 30, 2005, the Consumer Division posted total net sales
of
$55.2 million and contributed $8.1 million in operating profit. Included
in the
operating results of the Consumer Division for this period was the amortization
of $3.9 million of non-cash deferred gain from the sale of the Thinner® branded
business to Conair Corporation that was consummated in January 2004.
Item 9.01.
Financial Statements and Exhibits.
| Exhibit
99.1 |
Press
Release of Measurement Specialties, Inc. dated December 1,
2005.
|
SIGNATURE
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 6, 2005
By: /S/
John P.
Hopkins
John
P.
Hopkins
Chief
Financial Officer
(authorized
officer and principal financial officer)