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):
March
14,
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
|
(IRS
Employer
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|
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of
incorporation)
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File
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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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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 |
Pre-commencement
communications pursuant to Rule 13e-4(c)under the Exchange Act (17
CFR
240.13e- 4(c))
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Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
March
14, 2007, Measurement Specialties, Inc. (the “Registrant”) announced the
appointment of Mark Thomson to serve as its Chief Financial Officer. Mr. Thomson
will commence his duties on April 2, 2007, and will succeed Frank Guidone,
who
was serving as acting Chief Financial Officer prior to Mr. Thomson’s appointment
and who will continue to serve as the Chief Executive Officer, President and
Director of the Registrant.
Prior
to
his appointment as Chief Financial Officer of the Registrant, Mr. Thomson,
39,
held the position of Vice President and Chief Financial Officer of Allied
Aerospace Industries, Inc., a premier provider of complex engineering solutions
for aerospace & defense contractors and government agencies since May
2002. During his 16-year career, Mr. Thomson has held senior financial
management positions at commercial, space and aerospace manufacturing companies.
Mr. Thomson spent 4 years at Orbital Sciences Corporation and served as the
Senior Director of Finance & Accounting at Orbital Sciences Corporation’s
Launch Systems Group. Prior to Orbital Sciences, Mr. Thomson spent 7 years
at
Lockheed Martin Corporation, where he held financial management positions with
several Lockheed Martin subsidiaries. Mr. Thomson holds an MBA from the
University of Nevada, Reno and a BA in Financial Economics from Saint Anselm
College. Mr. Thomson is also a graduate of the Lockheed Martin Financial
Management Program and attended the General Management Program at the Harvard
Business School.
In
connection with his appointment as Chief Executive Officer of the Registrant,
Mr. Thomson and the Registrant entered into an Employment Agreement dated March
14, 2007 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr.
Thomson will receive an annual base salary of $230,000, subject to annual
increases at the discretion of the Board of Directors or Compensation Committee
of the Registrant. Mr. Thomson will be eligible for an annual bonus of up to
40%
of his annual salary based on minimum company and individual performance
standards to be determined on an annual basis by management of the Registrant;
provided, however, that with respect to the first year of Mr. Thomson’s
employment, he will receive a guaranteed minimum bonus of $45,000. In addition,
pursuant to the Employment Agreement, on April 2, 2007, the Registrant will
grant Mr. Thomson an option to purchase up to 75,000 shares of the Registrant’s
common stock at an exercise price per share equal to the fair market value
of a
share of the Registrant’s common stock on the date of such grant (the “Option”).
A portion of the Option equal to 50,000 shares shall vest over a five year
period in equal 20% installments on each of the successive five year
anniversaries of the date of the grant of the Option contingent on the continued
employment of Mr. Thomson with the Registrant. The remaining 25,000 shares
of
the Option shall be subject to vesting conditions based upon performance targets
to be determined by the Compensation Committee of the Registrant, up to a
maximum of 5,000 shares vesting per year on each of the successive five year
anniversaries of the date of the grant of the Option. Upon a change of control
of the Registrant, all unvested shares of the Option will immediately vest.
The
Option will be granted pursuant to the Registrant’s 2006 Stock Option Plan and
will be subject to the terms, conditions and provisions thereof and of the
certificate or agreement evidencing the Option. Furthermore, pursuant to the
Employment Agreement, upon the termination of employment by Mr. Thomson for
good
reason, or termination of employment by the Registrant other than for cause
(as
such events are described in the Employment Agreement), Mr. Thomson will be
entitled to receive 100% of his annual salary in effect at the time of such
termination to be paid in equal installments over the course of one year in
accordance with the Registrant’s payroll practices then in effect.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is filed as part of this report:
| 99.1 |
Press
release issued by Measurement Specialties, Inc., dated March 14,
2007.
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SIGNATURE
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. |
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(Registrant) |
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Frank
D.
Guidone |
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Frank
D. Guidone |
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Chief
Executive Officer |
Date:
March 14, 2007