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) JULY 16, 2004 MEASUREMENT SPECIALTIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW JERSEY 001-11906 22-2378738 (STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 710 RT 46 EAST, SUITE 206, FAIRFIELD NEW JERSEY 07004 ----------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (973) 808-3020 (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On July 16, 2004, Measurement Specialties, Inc. (the "Registrant") acquired the assets of Encoder Devices LLC (the "Encoder") for $4.4 million ($4 million cash at close plus a deferred payment of $0.4 million). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION ----------- ----------- Exhibit 99.1 Asset Purchase Agreement dated as of July 16, 2004 between Measurement Specialties, Inc., and Encoder Devices, LLC. Exhibit 99.2 Press Release of Measurement Specialties, Inc. dated July 19, 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. Date: July 16, 2004 By: /s/ John P. Hopkins ----------------------------------- John P. Hopkins Chief Financial Officer