UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 OR 15 (d) of The Securities Exchange Act of 1934
Date
of
Report (Date at Earliest Event Reported):
December
28, 2007
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 jurisdiction
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Commission
File
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(IRS
Employer
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of
incorporation)
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Number
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Identification
No.)
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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
(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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR
240.14a
- 12)
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o
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Pre-commencement
communications pursuant to Rule 14d - 2 (b) under the Exchange Act
(17 CFR
240.14d - 2 (b))
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o
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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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EXPLANATORY
NOTE:
This
Form
8-K/A hereby amends the Form 8-K/A filed on March 12, 2008 to include the
consent from independent registered public accounting firm presented in Exhibit
23.1. No other changes were made to this amended Form 8-K/A.
On
December 28, 2007, Measurement Specialties, Inc. (the “Registrant” or “MEAS”)
consummated the acquisition of all of the capital stock of Intersema
Microsystems S.A., a sensor company headquartered in Bevaix, Switzerland
(“Intersema”). The Registrant hereby amends Item 9.01 of its Current Report on
Form 8-K filed on January 2, 2008 to include consolidated historical financial
statements of Intersema and certain un-audited pro forma financial statement
information giving effect to the acquisition of Intersema by MEAS.
ITEM
9.01
FINANCIAL STATEMENTS AND EXHIBITS
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(a)
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Financial
statements of businesses acquired.
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The
following financial statements are filed as exhibits hereto:
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Exhibit
99.1
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Audited
financial statements of Intersema as of and for the year ended
December
31, 2006
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Exhibit
99.2
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Un-audited
condensed consolidated financial statements of Intersema as of
and for the
nine months ended September 30, 2007 and
2006.
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(b)
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Pro-forma
financial information:
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Exhibit
99.3
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Un-audited
pro-forma condensed combined financial information of MEAS for
the year
ended March 31, 2007 and December 31st,
2006 for Intersema.
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(c)
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Exhibits.
The following exhibits are filed
herewith:
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EXHIBIT
NO.
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DESCRIPTION
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Exhibit
23.1
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Consent
of Independent Registered Public Accounting Firm
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Exhibit
99.1
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Audited
financial statements of Intersema as of and for the year ended
December
31, 2006
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Exhibit
99.2
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Un-audited
condensed consolidated financial statements of Intersema as of
and for the
nine months ended September 30, 2007 and 2006.
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Exhibit
99.3
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Un-audited
pro-forma condensed combined financial information of MEAS as of
and for
the year ended March 31, 2007 and December 31st,
2006 for Intersema.
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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.
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MEASUREMENT
SPECIALTIES, INC.
(Registrant)
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| Date: March 14, 2008 | By: | /s/ Mark Thomson |
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Name: Mark Thomson |
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Title:
Chief Financial Officer
(authorized officer and principal financial
officer)
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