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):

April 2, 2012

 

MEASUREMENT SPECIALTIES, INC.

(Exact name of registrant as specified in its charter)

 

New Jersey 1-11906 22-2378738
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)    

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d- 2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e- 4(c))

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On April 2, 2012, Measurement Specialties, Inc. (the “Company”), pursuant to an asset purchase agreement, completed the acquisition of Cosense, Inc., a technological leader in the design and manufacture of engineered ultrasonic sensors and switches used in semiconductor, medical, aerospace and industrial applications, for $11,500,000. The Company paid $10.0 million in cash at closing and the Company will pay an additional $1.5 million on April 2, 2013, subject to offset for certain indemnification rights. The asset purchase agreement contains customary representations, warranties and indemnification rights and obligations of the parties.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

The following exhibit is filed as part of this report:

 

99.1Press release issued by Measurement Specialties, Inc., dated April 3, 2012.

 

99.2Asset Purchase Agreement for the purchase of the assets of Cosense, Inc. by Measurement Specialties, Inc., dated April 2, 2012.

 

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)
   
  /s/ Mark Thomson
  Mark Thomson
  Chief Financial Officer

 

Date: April 3, 2012