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): December 19, 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)
(757)
766-1500
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))
SECTION
2 FINANCIAL INFORMATION
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Measurement
Specialties Inc. (NASDAQ: MEAS) (“MSI” or the “Company”), a designer and
manufacturer of sensors and sensor-based consumer products, completed the
sale
of Consumer Division to Fervent Group Limited (FGL) on December 19, 2005.
As
previously reported in MSI’s Form 8-k filed December 6, 2005, MSI entered into a
definitive agreement on December 1, 2005, whereby MSI agreed to sell its
Consumer Division, including its Cayman Island subsidiary, Measurement Limited
(ML), to Fervent Group Limited (FGL). Fervent Group Limited is a BVI company
controlled by the owners of River Display Limited (RDL), the Company’s long time
partner and primary supplier of consumer products in Shenzhen, China. Under
the
terms of the agreement, FGL will acquire the Company’s Consumer Division for up
to $17.5 million, which may be reduced by up to $5 million if ML fails to
meet
certain performance criteria within the first year. The Company accepted
as part
of the transaction a $4 million promissory note from FGL.
The
assets sold to FGL consist of those items related to the business of the
Consumer Division, including such items as raw material and finished goods
inventory, tooling, and patents, but excluding trade accounts receivable.
The
effective date of the sale was December 1, 2005. For the 12-month period
ended
September 30, 2005, the Consumer Division posted total net sales of $55.2
million and contributed $8.1 million in operating profit. Included in the
operating results of the Consumer Division for this period was the amortization
of $3.9 million of non-cash deferred gain from the sale of the Thinner® branded
business to Conair Corporation that was consummated in January 2004.
Item 9.01.
Financial Statements and Exhibits.
|
EXHIBIT
NO.
|
DESCRIPTION |
| |
|
| Exhibit 99.1 |
Press Release of Measurement Specialties,
Inc. dated December 19, 2005. |
| Exhibit 99.2 |
Pro Forma Condensed Financial Statements
as
of and for the six months ended September 30, 2005, and for the
year ended
March 31, 2005. |
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:
December 23, 2005
/S/
John P.
Hopkins
John
P.
Hopkins
Chief
Financial Officer
(authorized
officer and principal financial officer)