·

if an optionee’s employment is terminated because of disability, the optionee may exercise the option during a period ending on the earlier of the expiration date of the option or the expiration of twelve months following the optionee's termination;

·

if an optionee’s employment is terminated because of death, the optionee's legal representative may exercise the option during a period ending on the earlier of the expiration date of the option or the expiration of twelve months following the optionee's termination;

·

if an optionee’s employment is terminated for cause (as defined in the 2006 Plan), all options immediately terminate; and

·

if an optionee’s employment is terminated for any reason other than those stated above, the optionee may exercise the option during a period ending on the earlier of the expiration date of the option or the expiration of three months following the optionee’s termination.

PAYMENT. The Administrator will determine whether exercise of options will be settled in whole or in part in cash, common stock or other securities of Measurement Specialties or other property.

SHARES THAT MAY BE ISSUED UNDER THE 2006 PLAN. A maximum of 1,000,000 shares of Measurement Specialties common stock (which number may be adjusted as described below) are available for issuance pursuant to the exercise of stock options granted under the 2006 Plan. If any stock option terminates or is canceled for any reason without having been exercised in full, the shares of stock not issued will then become available for additional grants of options. The shares available under the 2006 Plan represent approximately 7.1% of Measurement Specialties common stock issued and outstanding on July 7, 2006. The number of shares available under the 2006 Plan is subject to adjustment in the event of any stock split, stock dividend, recapitalization, spin-off or other similar action.

ESTIMATE OF BENEFITS. The number of stock options that would be awarded to Measurement Specialties' Chief Executive Officer and the other four most highly compensated executive officers of Measurement Specialties pursuant to the 2006 Plan is not currently determinable. In the fiscal year ended March 31, 2006, an aggregate of 54,000 stock options were awarded to Measurement Specialties' Chief Executive Officer and the four other most highly compensated executive officers as a group under the 1998 Plan and the 2003 Plan as the case may be. In March 2006, options to purchase 300,000 shares of Common Stock were granted to Measurement Specialties’ Chief Executive Officer pursuant to the 2006 Plan. Such grant to the Chief Executive Officer is subject to approval of the 2006 Plan by the shareholders of the Company and if the shareholders do not approve the 2006 Plan, such grant will be automatically rescinded. Overall, a net of 217,532 options were granted during the fiscal year ended March 31, 2006, as there were 603,250 options granted and approximately 385,718 forfeited. Additionally in the fiscal year ended March 31, 2006, 442,580 options were granted of which approximately 304,048 were forfeited, resulting in a net options granted of 138,532 to 72 other employees, including all current officers who are not executive officers, and 25,000 options were granted to Directors who are not executive officers under the 1998 Plan and the 2003 Plan, as the case may be.

FEDERAL INCOME TAX CONSEQUENCES OF THE 2006 PLAN INCENTIVE STOCK OPTIONS. Some of the options granted under the 2006 Plan may constitute “Incentive Stock Options” within the meaning of Section 422 of the Code. Under present Federal tax laws, there will be no Federal income tax consequences to either Measurement Specialties or an optionee upon the grant of an ISO, nor will an optionee's exercise of an ISO result in Federal income tax consequences to Measurement Specialties. Although an optionee will not realize ordinary income upon his exercise of an ISO, the excess of the fair market value of the common stock acquired at the time of exercise over the option price may constitute an adjustment in computing alternative minimum taxable income under Section 56 of the Code and, thus, may result in the imposition of the “alternative minimum tax” pursuant to Section 55 of the Code on the optionee. If an optionee does not dispose of common stock acquired through an ISO within one year of the ISO's date of exercise or two years from the date of grant of the ISO, whichever is later (each, a "disqualifying disposition"), any gain realized upon a subsequent disposition of common stock will constitute long-term capital gain to the optionee. If an optionee disposes of the common stock in a disqualifying disposition, an amount equal to the lesser of (i) the excess of the fair market value of the common stock on the date of exercise over the option price or (ii) the actual gain realized upon a subsequent disposition will constitute ordinary income to the optionee in the year of the disposition. Any additional gain upon such disposition will be taxed as short-term capital gain. Measurement Specialties will receive a deduction in an amount equal to the amount constituting ordinary income to an optionee.

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NON-QUALIFIED STOCK OPTIONS. Certain stock options which do not constitute ISOs (“Non-qualified stock options”) may be granted under the 2006 Plan. Under present Federal income tax regulations, there will be no Federal income tax consequences to either Measurement Specialties or the optionee upon the grant of a Non-qualified stock option. However, the optionee will realize ordinary income upon the exercise of a Non-qualified stock option in an amount equal to the excess of fair market value of the common stock acquired upon the exercise of such option over the option price, and Measurement Specialties will receive a corresponding deduction. The gain, if any, realized upon a subsequent disposition of such common stock will constitute short- or long-term capital gain, depending on the optionee's holding period. The Federal income tax consequences described in this section are based on U.S. laws and regulations in effect on July 28, 2006, and there is no assurance that the laws and regulations will not change in the future and affect the tax consequences of the matters discussed in this section. Tax consequences in other countries may vary.

TERMINATION OF AND AMENDMENTS TO THE 2006 PLAN. The Board of Directors may amend the 2006 Plan from time to time, except that no amendment will be made without shareholder approval if such approval is necessary to comply with applicable law or the rules and regulations of any stock exchange on which the Company's common stock is traded. No options may be granted under the 2006 Plan after February 29, 2016.

Shareholders are urged to read the 2006 Plan attached as Exhibit B hereto in its entirety.

The Board of Directors recommends a vote FOR the approval of the Measurement Specialties, Inc. 2006 Stock Option Plan.

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ITEM 4 –  APPROVAL OF MEASUREMENT SPECIALTIES, INC.

2006 EMPLOYEE STOCK PURCHASE PLAN

DESCRIPTION OF THE MEASUREMENT SPECIALTIES, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN AND VOTE REQUIRED

The Board of Directors adopted the Measurement Specialties, Inc. 2006 Employee Stock Purchase Plan (the “2006 Purchase Plan”) in the form attached as Exhibit C hereto and directed that the 2006 Purchase Plan be submitted to the shareholders for approval at the 2006 Annual Meeting. The affirmative vote of a majority of the votes cast by holders of the shares of our common stock voting in person or by proxy at the Annual Meeting is required to approve the 2006 Purchase Plan. If the 2006 Purchase Plan is approved by shareholders at the Annual Meeting, the Company anticipates filing a Registration Statement on Form S-8 with the SEC to register sales of shares under the 2006 Purchase Plan.

SUMMARY OF THE 2006 PURCHASE PLAN

The purpose of the 2006 Purchase Plan is to provide employees of the Company and certain of its subsidiaries with an opportunity to purchase shares of common stock of the Company through accumulated payroll deductions. As of July 7, 2006, approximately 700 employees would be eligible to participate in the 2006 Purchase Plan. It is the intention of the Company to have the 2006 Purchase Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code.

The material provisions of the 2006 Purchase Plan are as follows:

ADMINISTRATION. The 2006 Purchase Plan may be administered by the Board or a committee, person or entity designated by the Board (referred to herein as the “Administrator”). The Administrator has full and exclusive discretionary authority to construe, interpret and apply the terms of the 2006 Purchase Plan, to determine eligibility and to adjudicate all disputed claims filed under the 2006 Purchase Plan. Up to 250,000 shares are available for purchase under the 2006 Purchase Plan.

ELIGIBILTY. Each employee of the Company or certain designated subsidiaries who has attained the age of eighteen (18) years and who has completed at least three (3) months of service by the end of a twelve (12) month period of employment and is considered a full time employee by the Company or a designated subsidiary is eligible to participate in the 2006 Purchase Plan; except that no employee will be granted an option under the 2006 Purchase Plan to the extent that (i) immediately after the grant, such employee would own 5% or more of the total combined voting power or value of all classes of the Company’s capital stock or any subsidiary including ownership through unexercised or unvested stock options, or (ii) his or her rights to purchase stock under all of the then-existing employee stock purchase plans of the Company accrues at a rate which exceeds $25,000 of the fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.

OFFERING PERIOD. Until determined otherwise by the Administrator, offering periods will be for periods of approximately 6 months during which an option granted pursuant to the 2006 Purchase Plan may be exercised, commencing on the first trading day on or after March 31 and September 30 of each year and terminating approximately 6 months thereafter. To participate in the 2006 Purchase Plan, an eligible employee must authorize payroll deductions pursuant to the 2006 Purchase Plan. Such payroll deductions may not exceed 15% of a participant’s compensation during the offering period. Payroll deductions for a participant shall commence on the first payday following the offering date and shall end on the last payday in the offering period, unless sooner terminated by the participant.

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PURCHASE PRICE. Shares of our common stock may be purchased under the 2006 Purchase Plan at a purchase price of 95% of the lower closing value of the common stock on the first or last trading day of  an offering period. If the common stock is listed on any established stock exchange or a national market system, including without limitation The NASDAQ Global Market, the fair market value of our common stock on any relevant date will be the closing sale price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal, or such other sources the Administrator deems reasonable.

PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS. The number of shares of the Company’s common stock a participant may purchase during an offering period is determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during that offering period by the purchase price of the shares of common stock on the exercise date. During the offering period, a participant may discontinue his or her participation in the 2006 Purchase Plan, and may decrease or increase the rate of payroll deductions in an offering period within limits set by the Administrator in its sole discretion. All payroll deductions made for a participant are credited to the participant’s account under the 2006 Purchase Plan and are withheld in whole percentages only. A participant may not make additional payments into such account.

WITHDRAWAL. A participant may withdraw all, but not less than all, the payroll deductions credited to his or her account and not yet used to exercise his or her option under the 2006 Purchase Plan until five trading days prior to the end of an offering period by giving written notice to the Company. All of the participant's payroll deductions credited to his or her account will be paid to such participant as soon as administratively feasible. If a participant withdraws during an offering period, payroll deductions will not resume at the beginning of the succeeding offering period unless the participant re-enrolls during an enrollment period.

TERMINATION OF EMPLOYMENT. Termination of a participant’s employment for any reason, including retirement, death, or failure to remain eligible to participate in the 2006 Purchase Plan, immediately terminates his or her participation in the 2006 Purchase Plan. In such event, the payroll deductions credited to the participant's account during the offering period but not yet used to purchase shares under the 2006 Purchase Plan will be returned without interest to him or her or, in the case of his or her death, to the designated beneficiary.

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ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CONSOLIDATION.

CHANGES IN CAPITALIZATION. Subject to any required action by shareholders of the Company, the maximum number of shares reserved under the 2006 Purchase Plan, the maximum number of shares that may be purchased during any purchase period, the number of shares that may be added annually to the amount of shares reserved under the 2006 Purchase Plan, as well as the price per share and number of shares of common stock covered by each option under the 2006 Purchase Plan which has not yet been exercised will be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Company’s common stock, or any other change in the number of shares of common stock effected without receipt of consideration by the Company.

MERGER OR CONSOLIDATION. In the event of any merger or consolidation involving the Company, participants shall be entitled to receive, at the end of the relevant offering period, the securities or property a holder of the relevant number of shares of common stock would be entitled to receive at the time of such merger or consolidation.

AMENDMENT AND TERMINATION OF THE PLAN. The Administrator may at any time terminate or amend the 2006 Purchase Plan, including the term of any offering period then outstanding. Generally, no such termination can adversely affect options previously granted.

CERTAIN FEDERAL INCOME TAX INFORMATION. The following brief summary of the effect of Federal income taxation upon the participant and the Company with respect to the shares purchased under the 2006 Purchase Plan does not purport to be complete, and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or foreign country in which the participant may reside.

The 2006 Purchase Plan, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the 2006 Purchase Plan are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant will generally be subject to tax in an amount that depends upon the holding period. If the shares are sold or otherwise disposed of more than two years from the first day of the applicable offering period and one year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (b) an amount equal to 5% of the fair market value of the shares as of the first day of the applicable offering period. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price for such shares. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares have been held from the date of purchase. The Company generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.

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Shareholders are urged to read the 2006 Purchase Plan attached as Exhibit C hereto in its entirety.

The Board of Directors recommends a vote FOR the approval of the Measurement Specialties, Inc. 2006 Employee Stock Purchase Plan.

ITEM 5 – RATIFICATION OF INDEPENDENT AUDITORS

Appointment of Auditors for Fiscal 2007

The Audit Committee has appointed KPMG LLP as our independent auditors for fiscal 2007. We are not required to have the shareholders ratify the selection of KPMG LLP as our independent auditors. We are doing so because we believe it is a matter of good corporate practice. If the shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG LLP but may retain such independent auditors. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Measurement Specialties and its shareholders. Representatives of KPMG LLP are expected to be present at the Annual Meeting with an opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent auditors for fiscal 2007.

Changes in Our Independent Auditors

On July 13, 2005, the Company notified Grant Thornton LLP of its decision to dismiss Grant Thornton LLP as the Company’s independent auditors.

Concurrently, the Audit Committee and the Board of Directors approved the engagement of KPMG LLP as the Company's independent auditors, effective upon completion of KPMG LLP's customary client acceptance procedures, notification to Grant Thornton LLP of dismissal, and execution of an engagement letter. KPMG LLP served as the Company's independent auditors beginning with fiscal year 2006.

During the period beginning April 1, 2003 through July 13, 2005 (the date KPMG LLP was appointed), neither the Company nor anyone acting on the Company’s behalf consulted with KPMG LLP regarding (1) the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on the Company's financial statements or (2) any of the matters or events set forth in Item 304(a)(2)(ii) of Regulation S-K.

The reports of Grant Thornton LLP on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the period from April 1, 2003 through July 13, 2005, there were no disagreements with Grant Thornton LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Grant Thornton LLP, would have caused Grant Thornton LLP to make reference to the matter in its report.

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Representatives of Grant Thornton LLP, the principal accountant for the fiscal year 2005, are not expected to be present at the Annual Meeting.

Fees Paid to Our Independent Auditors During Fiscal 2006 and Fiscal 2005

Audit Fees

Measurement Specialties was billed the aggregate amount of $1,326,779 for the fiscal year ended March 31, 2006 for professional services rendered by KPMG LLP for its audit of our financial statements for fiscal 2006, review of the financial statements included in our Forms 10-Q during fiscal 2006 and its audit of internal controls over financial reporting.

Measurement Specialties was billed the aggregate amount of $847,999 during the fiscal year ended March 31, 2006 for professional services rendered by Grant Thornton LLP for its audit of our financial statements for fiscal 2005, and Sarbanes-Oxley related reviews and procedures with regard to restatement of prior year financial statements for discontinued operations with the sale of the consumer business. Measurement Specialties was billed the aggregate amount of $1,127,723 during the fiscal year ended March 31, 2005 for professional services rendered by Grant Thornton LLP for its audit of our financial statements for fiscal 2005, review of the financial statements included in our Forms 10-Q during fiscal 2005 and its audit of internal controls over financial reporting.

Audit-Related Fees

In fiscal 2006, Measurement Specialties did not pay any fees for audit-related services rendered by KPMG LLP.

In fiscal 2006 and 2005, Measurement Specialties did not pay any fees for audit-related services rendered by Grant Thornton LLP.

Tax Fees

KPMG LLP did not bill any fees in fiscal 2006 for tax compliance services.

Grant Thornton LLP billed $253,134 and $214,321 during fiscal 2006 and 2005, respectively, for tax compliance services.

All Other Fees

During fiscal 2006, Measurement Specialties did not pay KPMG LLP any fees other than those described above.

During fiscal 2006 and 2005, Grant Thornton LLP billed approximately $14,862 and $117,037, respectively, in fees and disbursements for the services other than those described above. These services related primarily to acquisitions and litigation.

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Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may pre-approve particular services on a case-by-case basis. For each proposed service, the independent auditor is required to provide detailed back-up documentation at the time of approval. All audit and permissible non-audit services provided by KPMG LLP and Grant Thornton LLP to Measurement Specialties for fiscal 2006 and fiscal 2005, respectively, were pre-approved by the Audit Committee.

GOVERNANCE OF THE COMPANY

Pursuant to the New Jersey Business Corporation Act and the Company’s by-laws, Measurement Specialties’ business, property and affairs are managed by or under the direction of the Board of Directors. Members of the Board are kept informed of the Company’s business through discussions with the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. We currently have five members on our Board. The Board has determined that three of its members, John D. Arnold, R. Barry Uber and Satish Rishi, are “independent,” as defined in the listing standards of The NASDAQ Global Market (“NASDAQ”).

During fiscal 2006, the Board held 4 meetings and the committees held a total of 5 meetings. Each incumbent Director attended more than 75% of the total number of meetings of the Board of Directors and the Board committees of which he was a member during the period he served as a Director in fiscal 2006. Our policy, which commenced with our 2004 Annual Meeting, is to require all Directors to attend annual meetings of shareholders, absent extenuating circumstances. All of our Directors then serving attended the Measurement Specialties 2005 Annual Meeting.

COMMITTEES OF THE BOARD OF DIRECTORS

During fiscal 2006, the Board of Directors had standing audit, compensation and nominating committees. The Audit Committee consisted of John D. Arnold (Chairman), R. Barry Uber, The Honorable Dan J. Samuel (until his resignation from the Board of Directors in September 2005) and Satish Rishi (upon his appointment in September 2005 to fill the vacancy created by the resignation of The Honorable Dan J. Samuel). All of the Audit Committee members are independent, as independence for audit committee members is defined in the NASDAQ listing standards. The Board has determined that all Audit Committee members have the financial sophistication and experience required by NASDAQ listing standards. The Company has determined that current Director and nominee Satish Rishi qualifies as an “audit committee financial expert,” as defined in Item 401(h) of the Securities and Exchange Commission Regulation S-K. For additional information regarding the experience and background of Mr. Rishi, see “Item 1 - Election of Directors” above.

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During fiscal 2006, the Audit Committee met 5 times. The functions of the Audit Committee are described in its report, which is included in this proxy statement.

During fiscal 2006, the Compensation Committee consisted of The Honorable Dan J. Samuel (Chairman) (until his resignation from the Board of Directors in September 2005), Satish Rishi (upon his appointment in September 2005 to fill the vacancy created by the resignation of The Honorable Dan J. Samuel), John D. Arnold, and R. Barry Uber. During fiscal 2006, the Compensation Committee met 2 times. The functions of the Compensation Committee are described in its report, which is included in this proxy statement.

During fiscal 2006, the Nominating Committee, consisted of R. Barry Uber (Chairman), John D. Arnold, The Honorable Dan J. Samuel (until his resignation from the Board of Directors in September 2005) and Satish Rishi (upon his appointment in September 2005 to fill the vacancy created by the resignation of The Honorable Dan J. Samuel). All of the Nominating Committee members are independent, as independence for nominating committee members is defined in the NASDAQ listing standards. The Nominating Committee was formed to evaluate and recommend to the Board the persons to be nominated for election as Directors at any meeting of shareholders, and the persons to be elected by the Board to fill any vacancy on the Board.

During fiscal 2006, the Nominating Committee did not meet. Prior to the formation of the Nominating Committee, the full Board, a majority of the members of which are “independent,” as defined in the NASDAQ listing standards, performed the functions now assigned to the Nominating Committee. The Board has adopted a written charter setting forth the functions of the Nominating Committee and providing direction as to nominating policies and procedures. This charter is available to shareholders on our website, www.meas-spec.com. The Nominating Committee carefully considers all director candidates recommended by our shareholders, and the Nominating Committee does not and will not evaluate such candidate recommendations any differently from the way it evaluates other candidates. In its evaluation of each proposed candidate, the Nominating Committee considers many factors including, without limitation, the individual’s experience, character, demonstrations of judgment and ability, and financial and other special expertise. The Nominating Committee is also authorized to obtain the assistance of an independent third party to complete the process of finding, evaluating and selecting suitable candidates for director. Any shareholder who wishes to recommend an individual as a nominee for election to the Board should submit such recommendation in writing to the attention of Frank D. Guidone (who will forward the recommendation to the Nominating Committee) through Company’s website (http://www.meas-spec.com) or by mail to the Company (1000 Lucas Way, Hampton, VA 23666, Attn: Chairman of Nominating Committee) , together with information regarding the experience, education and general background of the individual and a statement as to why the shareholder believes such individual to be an appropriate candidate for Director of Measurement Specialties. Such recommendation should be provided to Measurement Specialties no later than 80 days prior to the anniversary of the date of the notice accompanying these proxy materials.

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The Board has determined that each of Messrs. Arnold, Uber and Rishi is “independent,” as defined in the NASDAQ listing standards. Consequently, each of the Audit Committee, Compensation Committee and Nominating Committee consists solely of independent Directors.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Company encourages shareholder communications with the Board of Directors but does not have a formal process. All such communications should be sent to Frank D. Guidone through Company’s website (http://www.meas-spec.com/myMEAS/investors/ceo_comment.asp) or by mail to the Company (1000 Lucas Way, Hampton, VA 23666). Mr. Guidone will circulate them to the other members of the Board. If the communication is directed to a particular Director, Mr. Guidone will forward the communication to that Director. The Board does not screen shareholder communications.

COMPENSATION OF DIRECTORS

Directors who are our employees do not receive additional compensation for serving on our Board of Directors or on committees of the Board. Mr. Guidone, as Chief Executive Officer, is the only member of the Board of Directors who is also an employee. For fiscal 2006, all of our outside Directors (Mr. Topfer, Mr. Uber, Mr. Arnold, Mr. Samuel (until his resignation in September 2005), and Mr. Rishi (upon his appointment in September 2005)), that is Directors who are not employees or full-time consultants of Measurement Specialties, each received a cash retainer of $35,000. Three of our outside Directors, Mr. Topfer, Mr. Arnold and Mr. Uber, received options to purchase 5,000 shares. One of our outside Directors, Mr. Rishi, received an option to purchase 10,000 shares.

Outside Directors do not receive retirement or other fringe benefits and do not receive additional compensation related to attendance at committee meetings.

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee in fiscal 2006 were The Honorable Dan J. Samuel (until his resignation from the Board of Directors in September 2005), Satish Rishi (upon his appointment in September 2005 to fill the vacancy created by the resignation of The Honorable Dan J. Samuel), John D. Arnold, and R. Barry Uber. None of the members has ever been an officer or employee of Measurement Specialties or any of its subsidiaries, and no “compensation committee interlocks” existed during fiscal 2006.

CODE OF ETHICS

The Company has adopted a Code of Ethics in accordance with SEC regulations, applicable to the Company’s Chief Executive Officer, senior financial officers and the Board of Directors. The Code of Ethics is available to shareholders on our website, www.meas-spec.com.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is appointed by the Board to assist the Board in monitoring:

·

the integrity of the financial statements of Measurement Specialties,

·

the independent auditor’s qualifications and independence,

·

the performance of Measurement Specialties’ independent auditors, and

·

the compliance by Measurement Specialties with legal and regulatory requirements.

We meet with management periodically to consider the adequacy of Measurement Specialties’ internal controls and the objectivity of its financial reporting. We discuss these matters with Measurement Specialties’ independent auditors and with appropriate company financial personnel.

We regularly meet privately with the independent auditors who have unrestricted access to the committee.

We select, evaluate and, where appropriate, replace the independent auditor, and review periodically their performance, fees and independence from management.

Each of the Directors who serves on the committee is “independent” for purposes of the NASDAQ listing standards. That is, the Board of Directors has determined that none of Mr. Arnold, Mr. Rishi or Mr. Uber has a relationship with Measurement Specialties that may interfere with his independence from Measurement Specialties and its management.

The Board has adopted a written charter setting out the audit related functions the committee is to perform. The Board amended and restated the Audit Committee charter effective January 2003 to reflect changes in law and applicable SEC and stock exchange regulations and reviews the charter on an ongoing basis to assure that the functions and duties of the Audit Committee will continue to conform to such applicable regulations as they may be amended or modified in the future. The charter is available to shareholders on our website, www.meas-spec.com.

Management has primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls. The independent auditors audit the annual financial statements prepared by management, express an opinion as to whether those financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States and discuss with us any issues they believe should be raised with us. We monitor these processes, relying without independent verification on the information provided to us and on the representations made by management and the independent auditors.

This year, we reviewed Measurement Specialties’ audited financial statements as of and for the fiscal years ended March 31, 2006 and March 31, 2005, respectively, and met with both management and KPMG LLP and Grant Thornton LLP, Measurement Specialties’ independent auditors for fiscal 2006 and fiscal 2005, respectively, to discuss those financial statements. Management has represented to us that the financial statements were prepared in accordance with accounting principles generally accepted in the United States.

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We have received from and discussed with KPMG LLP the written disclosure and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). These items relate to that firm’s independence from the Company. We also discussed with KPMG LLP any matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

Based on these reviews and discussions, we recommended to the Board that the Company’s audited financial statements be included in Measurement Specialties’ Annual Report on Form 10-K for the fiscal year ended March 31, 2006. 

 

John D. Arnold (Chairman)

Satish Rishi

R. Barry Uber

 

REPORT OF THE COMPENSATION COMMITTEE

ON EXECUTIVE COMPENSATION

The Compensation Committee's policies are intended to attract and retain talented executives, motivate attainment of strategic objectives, and align executives' interests with those of shareholders. Pursuant to the Committee's recommendations, the Board approves officers' base salaries, salary increases, bonuses, stock option grants and, where applicable, employment contracts and severance payments. A significant amount of an officer's yearly compensation is based upon the Company's performance for the fiscal year and over time.

The Committee seeks to offer competitive compensation packages that are consistent with market and industry practices, based on input from the Chief Executive Officer with reference to a periodic survey of similar-sized companies in similar industries. The fiscal 2006 average base compensation for the Company's officers is intended to be competitive with salaries paid to similarly situated executives. The fiscal 2006 average base salaries of the Company's officers, excluding the Chief Executive Officer, did not increase over fiscal 2005 base salaries.

Annual bonus maximums are intended to be competitive with those available to similarly situated executives and provide for a significant performance incentive. The Chief Executive Officer recommends awards to the Compensation Committee with reference to the level of achievement of corporate and individual objectives. Corporate objectives are measured by sales increases, net income, and other goals determined annually. Individual objectives are intended to be objectives that are under the respective officers' direct control. The Board retains the right to make discretionary adjustments it deems appropriate.

Officers' eligibility for stock option grants, and the frequency and size of such grants, are intended to be competitive with observed market practices for similarly situated executives and encourage increased shareholder value. The Company's stock option plans comply with applicable laws and regulations, permitting the company to deduct for Federal income tax purposes the cost of any compensation arising thereunder relating to Internal Revenue Code section 162(m). At present, the Company has no other compensation programs or policies that could give rise to compensation to an officer in excess of $1 million a year.

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The Company has no formal executive severance pay policy. Severance pay and non-monetary severance benefits are determined as appropriate with reference to observed market practice, length of service and reason for termination.

The Committee's policies for compensating the Chief Executive Officer are intended to provide significant annual and long-term performance incentives. The Committee seeks to provide the Chief Executive Officer with compensation which is intended to be competitive with compensation paid to similarly situated chief executives.

The Company entered into an Employment Agreement with Frank Guidone, the current Chief Executive Officer of the Company, effective as of March 31, 2006 (the “Employment Agreement”). From June 2002 through March 2006, Mr. Guidone had been serving as Chief Executive Officer through consulting arrangements with consulting firms of which Mr. Guidone was a principal. The Employment Agreement is for an initial term of two years with automatic renewal for successive one-year terms unless either party gives timely notice of non-renewal. Under the terms of the Employment Agreement, Mr. Guidone will continue to serve as the Chief Executive Officer of the Company at an annual base salary of $450,000. In addition, Mr. Guidone received a guaranteed bonus in the amount of $50,000 in connection with the execution of the Employment Agreement. Mr. Guidone is also eligible to receive an annual bonus pursuant to the Company’s Bonus Plan, payable in accordance with the terms thereof, based upon annual performance criteria and goals established by the Committee. Further, pursuant to the terms of the Employment Agreement, Mr. Guidone received an option to purchase 300,000 shares of the Company’s common stock at an exercise price per share equal to the fair market value of a share of the Company’s common stock on March 30, 2006 (the “Option”). The Option was granted pursuant to the Company’s 2006 Stock Option Plan (the “Option Plan”) and is subject to the terms, conditions and provisions thereof and of the agreement evidencing the Option. Notwithstanding the foregoing, the Option Plan is subject to approval by the shareholders of the Company, and in the event that such approval is not obtained, the Option will be automatically rescinded by the Company. The Committee has approved the terms of the Employment Agreement, the Option and the Option Plan.

The Board neither rejected, nor did it materially modify, any action or recommendation of the Committee.

 

R. Barry Uber, Chairman John D. Arnold, Member Satish Rishi, Member

 

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EXECUTIVE OFFICERS

Our executive officers are as follows:

Name		Age		Position
Frank Guidone		41		Chief Executive Officer, President and Director
John P. Hopkins		45		Chief Financial Officer and Secretary
J. Victor Chatigny		55		Vice President, Product Management of the Sensor Products Division
Glen MacGibbon		44		Vice President, Global Sales and Marketing of the Sensor Products Division
Jean-Francois Allier		52		Vice President and General Manager of Europe for the Sensor Products Division
Steven Smith		57		Vice President/General Manager - Asia

 

Officers are not appointed for fixed terms. Biographical information for our current officers who are not also continuing Directors follows:

John P. Hopkins was appointed Chief Financial Officer in July 2002. Prior to joining Measurement Specialties, he was Vice President, Finance from April 2001, and was Vice President and Controller from January 1999 to March 2001, with Cambrex Corporation, a provider of scientific products and services to the life sciences industry. From 1988 to 1998, he held various senior financial positions with ARCO Chemical Company, a manufacturer and marketer of specialty chemicals and chemical intermediates. Mr. Hopkins is a Certified Public Accountant and was an Audit Manager for Coopers & Lybrand prior to joining ARCO Chemical. Mr. Hopkins holds a B.S. in Accounting from West Chester University, and an M.B.A. from Villanova University. Mr. Hopkins has announced his resignation from the Company, effective August 1, 2006.

J. Victor Chatigny has been Vice President and General Manager of our Sensors Division since his appointment in June 2002. Mr. Chatigny joined Measurement Specialties through our 1998 acquisition of PiezoSensors from AMP Incorporated, where he served as Director of Sales, Marketing and Research and Development since 1993. Mr. Chatigny also served in US Army Corps of Engineers where he was Captain, 11^th Engineering Battalion and Commander of the Atomic Demolition Munition Detachment. He holds B.S. and M.S. degrees in industrial engineering and management from Clarkson University, and a M.B.A. (finance) from The American University.

Glen MacGibbon has been Vice President, Global Sales and Marketing of our Sensor Products Division since March 1, 2005, prior to that, he was Director of Global Sales & Marketing since joining the company in 1998.  Mr. MacGibbon joined Measurement Specialties through our 1998 acquisition of PiezoSensors from AMP Incorporated, where he held various sales management roles since 1989. Previously he was working in both regional sales and technical support roles for the Riston Division of Dupont Electronics. He holds a B.S. in Mechanical Engineering from Bucknell University, and an M.B.A. from Illinois Benedictine College.

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Jean-François Allier has been Vice President and General Manager of Europe for the Sensor Products Division since March 2005. He joined Measurement Specialties in December 2004, through the acquisition of Humirel SA. Mr. Allier began his career as a financial analyst for a French regional Bank where he remained until 1978. He later held various positions throughout Europe with Motorola Semiconductors. His experience at Motorola includes engineering, product marketing, research and development, and business management. In 1998, he founded Humirel SA and remained as President and CEO until its acquisition in December 2004 by the Company. Mr. Allier holds an M.S. in Engineering from Ecole des Mines and a D.E.A. in Material Science.

Steven Smith has served as Vice President/General Manager - Asia since January 2006. Prior to Measurement Specialties, Mr. Smith spent 5 years as Vice President/General Manager of a wholly owned subsidiary of Compass Aerospace, Inc.; 5 years in management consulting in the product development and private equity/due diligence practice areas of George Group, Inc.; and 19 years combined with the aerospace electronics firms of Rockwell International and Electrospace Systems. Mr. Smith has held operational, engineering, marketing, financial and general management positions in his varied work experience. Prior to beginning his civilian career, Mr. Smith was a commissioned officer in the United States Navy, where he spent 12 years (8 years active duty, 4 years reserve duty) in Naval Aviation, NROTC and Naval Intelligence, achieving the rank of Lieutenant Commander. Mr. Smith received a B.A. in Economics (with minor studies in engineering) from the University of Southern California and a MBA (Finance) from the University of Louisville.

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EXECUTIVE COMPENSATION

Summary Compensation. The following table contains summary information concerning the annual compensation for the fiscal years ended March 31, 2006, 2005 and 2004 for our chief executive officer and certain other executive officers whose salary and bonus exceeded $100,000 for the fiscal year ended March 31, 2006:

		Annual Compensation									Long-Term Compensation
Name & Principal Position		Year			Salary			Bonus			Number of Shares Underlying Options			All Other Compensation
Frank D. Guidone			2006			(1)			(1)			(1)			(1)
Chief Executive Officer, President			2005			(1)			(1)			(1)			(1)
and Director (1)			2004			(1)			(1)			(1)			(1)
John P. Hopkins			2006		$	236,040		$	-			-		$	7,327	(2)
Chief Financial Officer and			2005			225,000			-			-			11,040	(2)
Secretary			2004			225,000			57,043			-			20,905
J. Victor Chatigny			2006		$	204,000		$	-			-		$	6,430	(3)
Vice President, Product Management of the			2005			195,000			-			-			9,000	(3)
Sensor Products Division			2004			180,000			53,193			-			16,892
Glen MacGibbon			2006		$	153,078		$	-			4,000		$	23,699	(4)
Vice President, Global Sales and Marketing			2005			135,000			-			-			14,222	(4)
			2004			137,000			43,936			40,000			12,919
Jean-François Allier			2006		$	121,900		$	-			50,000		$	3,413	(6)
Vice President and General Manager of Europe (5)			2005			42,907			10,552			-			976	(6)
			2004			-			-			-			-

(1) The long-term retention of Mr. Guidone as the company’s Chief Executive Officer was approved in April 2003, and became effective as of April 1, 2003 pursuant to a consulting agreement (the “Consulting Agreement”) between the company and Four Corners Capital Partners, L.P. (“Four Corners,” a consulting firm of which Mr. Guidone is a Principal, and an affiliate of Corporate Revitalization Partners “CRP”), under which Four Corners agreed to provide the services of Mr. Guidone to the Company. In accordance with the terms of the Consulting Agreement, Four Corners received an annual fee of $400,000 and was eligible for a performance-based bonus. Four Corners received aggregated fees of $400,000, $400,000 and $333,333 for fiscal years 2006, 2005 and 2004, respectively, and a bonus of $165,768 for fiscal year 2004. Four Corners also received a warrant to purchase up to 600,000 shares of the Company’s common stock (the “Four Corners Warrant”). During fiscal 2004, all performance milestones triggering accelerated vesting under the warrant were achieved, and in March 2004, Four Corners exercised the warrant in a cashless exercise and received a net of 500,785 shares. The exercise price of the Four Corners Warrant was $3.16/share, the fair market value of the Company’s common stock at the time the Board determined to offer Mr. Guidone a permanent position as Chief Executive Officer. The Company entered into an Employment Agreement with Mr. Guidone effective March 31, 2006. For additional information regarding the Employment Agreement with Mr. Guidone see “Report of the Compensation Committee on Executive Compensation” above.

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(2) For the fiscal year ended March 31, 2006 includes company match under the 401(k) plan of $7,327. For the fiscal year ended March 31, 2005 includes automobile allowance of $11,040.

(3) For the fiscal year ended March 31, 2006 includes company match under the 401(k) plan of $6,430. For the fiscal year ended March 31, 2005 includes automobile allowance of $9,000.

 

(4) For the fiscal year ended March 31, 2006, includes company match under the 401(k) plan of $4,829 and sales commissions of $18,870. For the fiscal year ended March 31, 2005, includes auto allowance of $7,000 and sales commissions of $7,222.

(5) Mr. Allier was appointed Vice President and General Manager of Europe in March 2005.

(6) For the fiscal years ended March 31, 2006 and 2005 includes automobile allowance of $3,413 and $976, respectively.

Option Grants in Last Fiscal Year to Named Executive Officers. The following table sets forth information related to the grant of stock options by us during the year ended March 31, 2006 to executive officers named in the Summary Compensation Table.

		Individual Grants
Name		Number of Securities Underlying Options Granted			Percent of Total Options Granted to Employees in Fiscal Year			Exercise or Base Price ($/Share)			Expiration Date			Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term ($)
														5%			10%
Frank D. Guidone**			300,000			36	%	$	25.52			3/30/2016		$	3,682,343		$	8,907,780
John P. Hopkins			-			-			-			-			-			-
J. Victor Chatigny			-			-			-			-			-			-
Glen MacGibbon			4,000			*		$	24.14			11/09/2015		$	46,442		$	112,310
Jean-François Allier			50,000			6	%	$	24.14			11/09/2015		$	580,536		$	1,403,875

* less than 1%

** option grant contingent upon adoption of 2006 Option Plan.

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Aggregated Option Exercises and Fiscal Year-End Option Values. The following table contains information concerning the aggregated option exercises during the fiscal year ended March 31, 2006 and the value of unexercised options held as of March 31, 2006 by the executive officers named in the summary compensation table:

 

								Number of Shares Underlying Unexercised Options at March 31, 2006						Value of Unexercised In-the-Money Options at March 31, 2006 (1)
Name		Shares Acquired on Exercise			Value Realized			Exercisable			Unexercisable			Exercisable			Unexercisable
Frank D. Guidone			-			-			-			300,000		$	-		$	189,000
John P. Hopkins			50,000		$	1,132,000			35,000			15,000			836,500			358,500
J. Victor Chatigny			7,800		$	141,960			83,650			11,250			2,045,959			275,738
Glen MacGibbon			9,120		$	190,882			31,250			37,750			647,538			480,053
Jean-François Allier			-			-			-			50,000			-			100,500

 

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(1)

Value of in-the-money options is based on the excess of the closing price of our common stock on The NASDAQ Global Market on March 31, 2006 ($26.15) over the exercise price of the options, multiplied by the number shares underlying the options.

 

 

PLAN CATEGORY		NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS			WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS			NUMBER OF SHARES REMAINING FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN(A))
EQUITY COMPENSATION PLANS			1,471,864		$	17.45			140,303
APPROVED BY SECURITY HOLDERS
EQUITY COMPENSATION PLANS
NOT APPROVED BY SECURITY
HOLDERS			300,000		$	25.52			700,000
TOTAL			1,771,864		$	18.82			840,303

 

 

EXECUTIVE AGREEMENTS AND RELATED TRANSACTIONS

(a) Transactions with management and others.

In 2006, the Company entered into an Employment Agreement with Frank Guidone, the current Chief Executive Officer of the Company, effective as of March 31, 2006 (the “Employment Agreement”). From June 2002 through March 2006, Mr. Guidone had been serving as Chief Executive Officer through consulting arrangements with consulting firms of which Mr. Guidone was a principal. The Employment Agreement is for an initial term of two years with automatic renewal for successive one-year terms unless either party gives timely notice of non renewal. Under the terms of the Employment Agreement, Mr. Guidone will continue to serve as the Chief Executive Officer of the Company at an annual base salary of $450,000. In addition, Mr. Guidone received a prepaid bonus in the amount of $50,000 in connection with the execution of the Employment Agreement. Mr. Guidone is also eligible to receive an annual bonus pursuant to the Company’s Bonus Plan, payable in accordance with the terms thereof, based upon annual performance criteria and goals established by the Compensation Committee. Further, pursuant to the terms of the Employment Agreement, Mr. Guidone received an option to purchase 300,000 shares of the Company’s common stock at an exercise price per share equal to the fair market value of a share of the Company’s common stock on March 30, 2006 (the “Option”). The Option was granted pursuant to the Company’s 2006 Stock Option Plan (the “Option Plan”) and is subject to the terms, conditions and provisions thereof and of the agreement evidencing the Option. Notwithstanding the foregoing, the Option Plan is subject to approval by the stockholders of the Company, and in the event that such approval is not obtained, the Option will be automatically rescinded by the Company. The Compensation Committee has approved the terms of the Employment Agreement, the Option and the Option Plan.

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On December 22, 2004, we consummated the acquisition of all of the issued and outstanding stock of Humirel SA. Jean Francois Allier, the current Vice President and General Manager of Europe, and certain members of his family, as selling shareholders of Humirel SA, are entitled to their proportionate share (approximately 34.75%) of certain amounts to be paid relating to the deferred acquisition payment and earn-out targets. An aggregate deferred payment of approximately $1,900,000 was made on or about December 22, 2005. 

PERFORMANCE GRAPH

 

The Performance Line Graph below presents the total return to our shareholders for the period March 31, 2001 to March 31, 2006. Our common stock is compared to the, the Russell 2000 index and one peer group. We have opted to drop S&P SmallCap 600 Index. The peer group is comprised of publicly held companies with a standard industrial classification (“SIC”) appropriate for the company’s primary business segment, Sensor Products. This peer group (SIC 3823), as of March 31, 2006, consisted of the companies listed in the table below. We believe that the use of SIC 3823 is an accurate representation of the company’s respective benchmark. The historical performance represented in the graph below is no guarantee of future results.

SIC 3823 - Industrial Instruments for Measurement, Display, and Control of Process Variables; and Related Products
Ametek Inc		Measurement Specialties, Inc		Qualmark Corp.
Badger Meter Inc		Mesa Laboratories Inc		Roper Industries Income
Century Controls International Inc		Metretek Technologies Inc		Rudolph Technologies Inc
Cognex Corp.		Mfic Corp.		Somerset International Group Inc
Electronic & Gas Technology Inc		Micro Imagining Technology Inc		Sono TEK Corp.
Electro-Sensors Inc		Microwave Filter Company Inc		Sutron Corp.
Emerson Electric Company		MKS Instrument Inc		Therma-Wave Inc
Environmental Tectonics Corp.		MTS Systems Corp.		Transcat Inc
Esco Technologies Inc		New Century Equity Holdings Corp.
Faro Technologies Inc		OI Corp.
K-Tron International Inc		Pro-Dex Inc
Law Enforcement Associates		Publicard Inc

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		Cumulative Total Return
		3/01			3/02			3/03			3/04			3/05			3/06
MEASUREMENT SPECIALTIES, INC.			100.00			36.18			14.84			100.88			119.73			136.13
RUSSELL 2000			100.00			113.98			83.25			136.39			143.77			180.93
SIC CODE 3823			100.00			101.65			77.40			111.04			124.79			163.86

 

BENEFICIAL OWNERSHIP OF MEASUREMENT SPECIALTIES COMMON STOCK

The following table shows information regarding the beneficial ownership of our common shares as of July 7, 2006 for:

·

each of our directors;

·

each executive officer named in the summary compensation table;

·

all directors and executive officers as a group; and

·

each person known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

Name and Address of Beneficial Owner (1)		Amount and Nature of Beneficial Ownership (2)			Percent (2)
Directors and Executive Officers:
Morton L. Topfer (3)			749,257			5.31	%
J. Victor Chatigny (4)			132,073			*	%
John P. Hopkins (5)			91,945			*	%
Frank D. Guidone			79,879			*	%
John D. Arnold (6)			78,200			*	%
Glenn MacGibbon (7)			61,363			*	%
R. Barry Uber (8)			20,300			*	%
Jean-François Allier			17,500			*	%
Satish Rishi			-			-
Steven Smith			-			-
All directors and executive officers as a group (10 persons) (9)			1,230,517			8.72	%

 

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* less than 1%

 

CERTAIN BENEFICIAL OWNERS

 

The following table gives information about each entity known to MEASURMENT SPECIALTIES to be beneficial owner of more than 5 percent of common stock as of July 7, 2006, based on information filed with the SEC:

 

		Amount of Beneficial Ownership			Pecent
Lord Abbett & Co. LLC 90 HUDSON STREET JERSEY CITY, NEW JERSEY 07302			2,174,470			15.47	%
Bamco, Inc 767 FIFTH AVENUE NEW YORK, NY 10153			1,000,000			7.12	%
Wellington Management, Co. LLP 75 STATE STREET BOSTON, MA 02109			848,000			6.03	%

 

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(1)	Unless otherwise indicated, the address of each person is c/o Measurement Specialties, Inc., 1000 Lucas Way, Hampton, VA 23666.

(2)

Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. The percentage of beneficial ownership is based on 14,115,384 shares of common stock outstanding as of July 7, 2006.

(3)	Includes shares of our common stock held by Castletop Capital, L.P., a private investment company of which Mr. Topfer is a Managing Director. Mr. Topfer has shared voting and shared investment power with respect to the shares and warrants held by Castletop Capital.

(4)	Includes options to purchase 53,650 shares.

(5)	Includes options to purchase 15,000 shares.

(6)	Includes options to purchase 21,000 shares.

(7)	Includes options to purchase 41,250 shares.

(8)	Includes options to purchase 20,300 shares.

(9)	Includes options to purchase an aggregate of 151,200 shares.

OTHER MATTERS

The Board of Directors is not aware of any matters other than those set forth in this proxy statement that will be presented for action at the Annual Meeting. However, if any other matter should properly come before the meeting, the persons authorized by the accompanying proxy will vote and act with respect thereto, in what according to their judgment, is in the interests of Measurement Specialties and its shareholders.

 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during fiscal 2006, except R. Barry Uber (three late Form 4 filings), Satish Rishi (one late Form 3 filing and one late Form 4 filing), John Arnold (one late Form 4 filing), John P. Hopkins (one late Form 4 filing), Glen MacGibbon (one late Form 4 filing) and Jean-François Allier (two late Form 4 filings) .

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ANNUAL REPORT ON FORM 10-K

In addition to the proxy statement and proxy card, a copy of Measurement Specialties’ annual report on Form 10-K for the fiscal year ended March 31, 2006, which is not part of the proxy soliciting material, is enclosed. The annual report on Form 10-K is being furnished to you without the exhibits thereto. Upon your request, the Company will provide you with a copy of the exhibits. You may under some circumstances be responsible for the Company’s reasonable expenses in furnishing such exhibits.

STOCKHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING

Shareholders who wish to present proposals to be included in the Corporation’s proxy materials for the 2007 Annual Meeting of Shareholders must submit such proposals to our Secretary at Measurement Specialties, Inc., 1000 Lucas Way, Hampton, VA 23666 by April 1, 2007. For any proposal that is not submitted for inclusion in next year’s proxy materials, but is instead sought to be presented directly at the 2007 Annual Meeting, SEC rules permit us to exercise discretionary voting authority to the extent conferred by proxy if we: (1) receive notice of the proposal before June 15, 2007 and advise shareholders in the 2007 proxy statement of the nature of the proposal and how management intends to vote on such matter or (2) do not receive notice of the proposal before June 15, 2007. Notices of intention to present proposals at the 2007 Annual Meeting should be submitted to our Secretary at Measurement Specialties, Inc., 1000 Lucas Way, Hampton, VA 23666.

 

July 28, 2006

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EXHIBIT A

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

MEASUREMENT SPECIALTIES, INC.

 

MEASUREMENT SPECIALTIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the "Corporation"), hereby amends, restates and integrates its Certificate of Incorporation to read in full as herein set forth.

 

ARTICLE ONE

 

The name of the Corporation is MEASUREMENT SPECIALTIES, INC.

 

ARTICLE TWO

 

The address of the Corporation's registered office in the State of New Jersey is 830 Bear Tavern Road, West Trenton, New Jersey 08628, and the name of its registered agent therein and in charge thereof upon whom process against the Corporation may be served is Corporation Service Company. The Corporation may also have offices at such other places, both within and without the State of New Jersey as the board of directors of the Corporation (the "Board of Directors") may from time to time determine or the business of the Corporation may require.

 

ARTICLE THREE

 

The purposes for which the Corporation is organized are to engage in any activity within the purposes for which corporations now or at any time hereafter may be organized under the New Jersey Business Corporation Act (the “BCA”) and under all amendments and supplements thereto, or any act enacted to take the place thereof.

 

ARTICLE FOUR

 

Section 1. Authorized Shares. The total number of shares of capital stock which the Corporation has authority to issue is 41,000,000 shares, consisting of:

 

(a)

1,000,000 shares of Preferred Stock, no par value per share ("Preferred Stock"); and

 

(b)

40,000,000 shares of Common Stock, no par value per share ("Common Stock").

 

The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.

Section 2. Preferred Stock. The Board of Directors of the Corporation is expressly authorized to provide for the issuance of any or all shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the BCA. The Board of Directors shall have the authority to change the designation or number of shares, or the relative rights, preferences and limitations of the shares, of any theretofore established class or series no shares of which have been issued. No holder of Preferred Stock shall have any preemptive, subscription, redemption, conversion or sinking fund rights with respect to the Preferred Stock, or to any obligations convertible (directly or indirectly) into any class or series of stock of the Corporation whether now or hereafter authorized, except as otherwise determined by the Board of Directors.

 

A-1

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Section 3. Common Stock.