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) JUNE 7, 2002
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MEASUREMENT SPECIALTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 001-11906 22-2378738
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
80 LITTLE FALLS ROAD, FAIRFIELD, NEW JERSEY 07004
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (973) 808-1819
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective June 7, 2002, Measurement Specialties, Inc. (the "Company"), a
New Jersey corporation, terminated the engagement of Arthur Andersen LLP as its
independent auditor. The decision to terminate the engagement of Arthur Andersen
was recommended and approved by the Audit Committee of the Company's Board of
Directors and approved by the Company's Board of Directors.
Arthur Andersen was retained as the Company's independent auditor on
September 18, 2000. Arthur Andersen's report on the financial statements of the
Company for the year ended March 31, 2001 did not contain an adverse opinion or
a disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the fiscal years ended March 31, 2001 and March 31, 2002 and the
interim period between March 31, 2002 and June 7, 2002, there were no
disagreements between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make reference to the subject matter of
the disagreements in connection with its report. During the fiscal years ended
March 31, 2001 and March 31, 2002 and the interim period between March 31, 2002
and June 7, 2002, there were no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K promulgated by the Securities and Exchange
Commission).
The Company provided Arthur Andersen a copy of the foregoing disclosures.
Attached as Exhibit 16.1 to this Report is a copy of Arthur Andersen's letter
dated June 7, 2002 stating that it has found no basis for disagreement with such
statements.
(b) The Company has engaged Grant Thornton LLP as its new independent
auditor, effective June 11, 2002. Grant Thornton previously served as the
Company's independent auditor from 1992 until September 18, 2000. During the
fiscal years ended March 31, 2001 and March 31, 2002 and the interim period
between March 31, 2002 and June 11, 2002, the Company did not consult with Grant
Thornton regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, (ii) the type of audit opinion that
might be rendered on the Company's financial statements, or (iii) any matter
that was either the subject of a disagreement (as described above) or a
reportable event, except as follows:
- Grant Thornton performed a quarterly review of the Company's Form 10-Q
for the quarter ended June 30, 2000 in accordance with Statement on
Auditing Standard No. 71; and
- Grant Thornton issued a consent to the inclusion of the audit report
for the years ended March 31, 2000 and 1999 included in the Company's
Registration Statement on Form S-1 dated March 29, 2001 (and the
Amendments thereto dated July 12, 2001 and August 1, 2001,
respectively) and the Company's Registration Statement on Form S-8
dated August 1, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION
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Exhibit 16.1 Letter of Arthur Andersen LLP regarding change in
certifying accountant.
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.
Date: June 14, 2002 By: /s/ Joseph R. Mallon, Jr.
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Joseph R. Mallon, Jr.
Chairman and Chief Executive Officer