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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
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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·
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Section 1.1
(Registered Office and Registered Agent) was amended to delete the name
and the address of the Company’s registered agent in New Jersey and to
provide that the Company’s registered agent and registered office in New
Jersey may be changed from time to time by the
Company.
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·
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Section
1.2 (Place of Business) was amended to delete the address of the Company’s
former principal office.
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·
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Section
2.4 (Fixing Record Date) was amended to extend the maximum number of days
prior to a shareholders meeting that the Board may set the record date for
purposes of determining the shareholders entitled to notice or to vote at
such meeting from 50 days to 60
days.
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·
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Section
2.5 (Notice of Meetings of Shareholders) was amended to (i) extend the
maximum number of days prior to a shareholders meeting that the Company
may send to its shareholders notice of such meeting from 50 days to 60
days prior to the date of such meeting and (ii) broaden to the full extent
of New Jersey law the manner in which the Company may deliver notice of a
shareholders meetings, including by electronic
transmission.
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·
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Section
2.12 (Advance Notice of Nominations and Shareholder Business) was added to
provide that a shareholder may nominate persons for election to the Board
or bring other business before a shareholders meeting only by delivering
prior written notice to the Company’s corporate secretary and complying
with certain other requirements. With respect to an election or vote to be
held at an annual meeting of shareholders, such notice generally must be
received by the Company’s corporate secretary not later than the close of
business on the ninetieth day nor earlier than the close of business on
the one hundred twentieth day before the first anniversary of the
preceding year’s annual meeting. The shareholder’s notice must include
certain information as to each person whom the shareholder proposes to
nominate for election as a director or as to each matter of business that
the shareholder proposes to bring before a shareholders meeting. The
shareholder’s notice must also include certain information as to the
shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is
made.
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·
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Section
3.8 (Actions of the Board) was amended to provide that the act of the
Board shall require the vote of a majority of the directors present at a
meeting of the Board. Section 3.8 previously required the vote
of 70% of the directors present at such
meeting.
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·
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Section
3.11 (Notice of Meetings of the Board, Adjournment) was amended to provide
that notice to directors of a Board meeting may be sent by electronic mail
or other electronic transmission.
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·
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Section
3.13 (Executive and Other Committees) was amended to provide for a
Nominating Committee and to standardize quorum requirements and meeting
notice procedures for Board committees, which previously had been included
in the charter for the respective
committee.
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·
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Section
3.14 (Compensation) was amended to clarify that the Board may by
resolution authorize a fixed sum of compensation and reimbursement of
expenses to be paid to directors for their attendance at meetings of the
Board and Board committees.
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·
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Section
5.1 (Certificates), Section 5.2 (Lost or Destroyed Certificates) and
Section 5.3 (Transfers of Shares) were amended to add direct registration
provisions that will provide for the issuance and transfer of
uncertificated, as well as certificated
shares.
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Measurement
Specialties, Inc.
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(Registrant)
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/s/ Frank
D.
Guidone
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Frank
D. Guidone
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President
and Chief Executive Officer
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Date:
June 27, 2008
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Exhibit
Number
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Description of
Exhibit
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3.2
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Amended
and Restated Bylaws of Measurement Specialties, Inc., dated June 24,
2008.
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