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) SEPTEMBER 20, 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 2. ACQUISITION OR DISPOSTITION OF ASSETS.
On September 20, 2002, Measurement Specialties, Inc. (the "Company") sold
all of the outstanding stock of Terraillon Holdings Limited, a European
manufacturer of branded consumer bathroom and kitchen scales, to Fukuda
(Luxembourg) Sar.l., an investment holding company incorporated in Luxembourg,
for approximately $27.1 million, consisting of cash of $22.3 million and the
assumption of $4.8 million in debt. Approximately $2.3 million of the purchase
price will be held in escrow until January 24, 2003 to secure payment of certain
purchase price adjustments, if any, or any right of Fukuda to set off as a
result of breaches of the Company's representations and warranties in the stock
purchase agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro forma financial information will be filed by amendment as the Company's
financial information for the year ended March 31, 2002 and the three months
ended June 30, 2002 is not available.
(c) The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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Exhibit 10.1 Stock Purchase Agreement, dated as of September 18, 2002, by
and between Fukuda (Luxembourg) Sar.l. and Measurement
Specialties, Inc.
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: October 4, 2002 By: /s/ John P. Hopkins
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John P. Hopkins
Chief Financial Officer