UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 1
to
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
MEASUREMENT SPECIALTIES,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
NEW
JERSEY
(State or
Other Jurisdiction of Incorporation or Organization)
22-2378738
(I.R.S.
Employer Identification No.)
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1000
Lucas Way, Hampton, Virginia
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23666
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(Address
of Principal Executive Offices)
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(Zip
Code)
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AMENDED
AND RESTATED MEASUREMENT SPECIALTIES, INC. 2010 EQUITY INCENTIVE
PLAN
(Full
Title of the Plans)
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Frank
Guidone
Chief
Executive Officer
Measurement
Specialties, Inc.
1000
Lucas Way
Hampton,
Virginia 23666
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(Name
and Address of Agent for Service)
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(757)
766-1500
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(Telephone
Number, Including Area Code, of Agent For Service)
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of
the Exchange Act. (Check one):
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Accelerated filer x
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Non-accelerated filer o
(Do not check if a smaller reporting
company)
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Smaller reporting
company o
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EXPLANATORY NOTE
This
Post-Effective Amendment No. 1 to the registration statement on Form S-8 of
Measurement Specialties, Inc. (the “Company”) is being filed pursuant to Rule
462(d) under the Securities Act of 1933, as amended, solely in order to file
revised Exhibits 5.1, 23.1 and 23.2.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
8. Exhibits.
The
Exhibits required to be filed as part of this Registration Statement are listed
in the attached Exhibit Index.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hampton, State of Virginia on February 10,
2011.
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MEASUREMENT
SPECIALTIES, INC.
Registrant
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By:
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/s/ Mark Thomson
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Mark
Thomson
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Chief
Financial Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ Frank Guidone
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Chief
Executive-Officer and Director
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February
10, 2011
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Frank
Guidone
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(Principal
Executive Officer)
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*
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Chairman
of the Board
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February
10, 2011
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Morton
L. Topfer
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*
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Director
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February
10, 2011
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John
D. Arnold
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*
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Director
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February
4, 2011
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R.
Barry Uber
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*
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Director
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February
4, 2011
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Satish
Rishi
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|||||
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*
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Director
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February
4, 2011
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Kenneth
E. Thompson
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*By:
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/s/
Mark Thomson
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Mark
Thomson, Attorney-in-Fact
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EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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4.1*
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Second Restated Certificate of Incorporation of
Measurement Specialties, Inc.
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4.2**
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Certificate of Amendment to the Second
Restated Certificate of Incorporation of Measurement
Specialties, Inc.
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4.3***
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Specimen Certificate for shares of common stock of
Measurement Specialties, Inc.
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4.4****
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Amended
and Restated Measurement Specialties, Inc. 2010 Equity Incentive
Plan
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5.1
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Opinion
of DLA Piper LLP (US)
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23.1
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Consent
of DLA Piper LLP (US) (included in its opinion filed as
Exhibit 5.1 hereto)
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23.2
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Consent
of KPMG LLP, independent registered public accounting
firm
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24.1*****
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Power
of
Attorney
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*
Previously filed with the Securities and Exchange Commission as an Exhibit
to the Quarterly Report on Form 10-Q filed on February 3, 1998 and incorporated
herein by reference.
** Previously
filed with the Securities and Exchange Commission as an Exhibit to the Quarterly Report on Form 10-Q filed on November 7, 2007
and incorporated herein by reference.
*** Previously filed with the Securities and Exchange
Commission as an Exhibit to the Registration Statement on Form S-1 (File
No. 333-57928) and incorporated herein by reference.
**** Previously filed
with the Securities and Exchange Commission as an Exhibit to the Registrant’s
Additional Proxy Materials on Schedule 14A filed on September 7, 2010,
incorporated herein by reference.
***** Previously
filed.