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):
September 7, 2010
MEASUREMENT SPECIALTIES,
INC.
(Exact name of registrant as specified
in its charter)
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New Jersey
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1-11906
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22-2378738
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(State or
other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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1000 Lucas Way, Hampton, VA
23666
(Address of principal executive offices)
(Zip Code)
(757) 766-1500
Registrant's telephone number, including
area code
Not
applicable
(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):
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications
pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR
240.13e- 4(c))
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Item
8.01 Other Events
On June
22, 2010, the Board of Directors of Measurement Specialties,
Inc. (the
“Company”), approved the Company's 2010 Equity Incentive Plan (the
"Plan"), subject to shareholder approval. On or about July 29, 2010, the
Company made available a proxy statement to its shareholders describing the
matters to be voted on at the annual meeting to be held on September 22, 2010,
including the approval of the Plan.
After
mailing the proxy statement, the Company was informed by RiskMetrics that the
Plan resulted in an unfavorable
rating of the incentive plan due to the language used in the last sentence
of Section 11(c) to prohibit repricing of underwater stock options, which reads:
“Notwithstanding the foregoing, or any other provision of this Plan, the
exercise price of an Option may not be changed after the Option is granted
without approval of the Company’s shareholders.” The Company considered the RiskMetrics report and
decided that the Company should amend the
Plan. Accordingly, on September 7, 2010, the
Company approved the
amendment and restatement of the Plan (the "Amended Plan") solely to address this concern by revising the last sentence of Section 11(c) of the Plan to read as follows: “Except
in connection with a corporate transaction involving the Company (including
without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares), the terms of outstanding Awards
may not be amended to reduce the exercise price of outstanding Options or cancel
outstanding Options in exchange for cash, other Awards or Options with an
exercise price that is less than the exercise price of the original Option
without stockholder approval.”.
A copy of
the Amended Plan is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Any vote
"FOR" or "AGAINST" the original Plan proposal using the proxy card previously
made available to the shareholders of record by the Company or the voting
instruction card made available to the beneficial owners by their brokerage
firm, bank, broker-dealer, trustee or nominee will be counted as a vote "FOR" or
"AGAINST" the Amended Plan, respectively. If any shareholder has already returned
his or her properly executed proxy card or voted via the Internet or by
telephone and would like to change his or her vote on any matter, such
shareholder may revoke his or her proxy before it is voted at the Annual Meeting
of Shareholders by submission of a proxy bearing a later date via the Internet,
by telephone, by mail or by attending the Annual Meeting in person and casting a
ballot. If any shareholder
would like a new proxy or has any questions, he or she should contact
Mark Thomson, Corporate Secretary, 1000 Lucas Way, Hampton, Virginia 23666, or at (757) 766-4224.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
10.1
Amended and Restated Measurement Specialties, Inc. 2010 Equity
Incentive Plan
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.
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Measurement Specialties,
Inc.
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(Registrant)
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/s/ Mark
Thomson
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Mark
Thomson
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Chief Financial
Officer
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