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): August 28, 2006
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
8 - Other Events
Item
8.01 Other Events
On
July
28, 2006, Measurement Specialties, Inc. (the “Company”) filed a proxy statement
with the Securities and Exchange Commission relating to its Annual Meeting
of
Stockholders to be held on September 14, 2006. In the proxy statement, the
Company submitted a proposal to approve the Measurement Specialties, Inc. 2006
Stock Option Plan.
In
response to external feedback, the Company reaffirms its policy that it will
not
reduce the exercise price of an option, amend or cancel an option for the
purpose of repricing, replacing or re-granting the option with a reduced
exercise price, other than in the context of general adjustments to its common
stock (such as a stock split) or in connection with a major corporate
transaction (such as a change in control).
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.
Measurement
Specialties, Inc.
(Registrant)
Date:
August 28, 2006
/s/
Frank D. Guidone
Frank
D.
Guidone
President
and Chief Executive Officer
(authorized
officer and principal executive officer)