UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): July 13, 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)
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))
Item
4.01. Changes in Registrant's Certifying Accountant.
This
8-K/A is being filed to amend and restate the 8-K "Changes in Registrant's
Certifying Accountant" filed on July 18, 2005.
The
Registrant hereby amends Item 4.01 of its Current Report on Form 8-K filed
on
July 18, 2005 to cover the interim period through July 13, 2005, as well
as
update the letter from Grant Thornton LLP.
On
July 13, 2005,
Measurement Specialties, Inc. (“MSI” or the “Company”) notified
Grant Thornton of its decision to dismiss Grant Thornton LLP as the Company’s
independent auditors.
Concurrently,
the Audit Committee of the Board of Directors and the Board of
Directors approved the engagement of KPMG LLP as MSI's independent
auditors, effective upon completion of KPMG's customary client acceptance
procedures, notification to Grant Thornton of dismissal, and execution of
an
engagement letter. KPMG will serve as the Company's auditors beginning with
the
current fiscal year.
During
the period beginning April 1, 2003 through July 13, 2005 (the date KPMG was
appointed), neither MSI nor anyone acting on MSI’s behalf consulted with KPMG
regarding (1) the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on the Company's
financial statements or (2) any of the matters or events set forth in Item
304(a) (2) (ii) of Regulation S-K.
The
reports of Grant Thornton on MSI’s financial statements for the past two fiscal
years did not contain an adverse opinion or a disclaimer of opinion and were
not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years and the period from the
end of
the most recent fiscal year and through June 13, 2005, the date of the
appointment of KPMG, the period from April 1, 2003 through July 13,
2005,
there were no disagreements with Grant Thornton on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope
and
procedures which, if not resolved to the satisfaction of Grant Thornton,
would
have caused Grant Thornton to make reference to the matter in its report.
MSI
has
requested Grant Thornton to furnish it a letter addressed to the SEC stating
whether Grant Thornton agrees with the above statements. A copy of that revised
letter, dated July 21, 2005, is filed as Exhibit 99.1 to this
Form
8-K/A.
Item 9.01.
Financial Statements and Exhibits.
(c) Exhibits.
The
exhibit index filed herewith is incorporated herein by reference.
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:
July 21, 2005
/S/
John P.
Hopkins
John
P.
Hopkins
Chief
Financial Officer
(authorized
officer and principal financial officer)