<TABLE>
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)
3815
(Primary Standard Industrial Classification Code Number)
22-2378738
(I.R.S. Employer Identification No.)
MEASUREMENT SPECIALTIES,INC. EMPLOYEE STOCK OPTION PLAN
(full title of the plan)
Joseph R. Mallon Jr., President
Little Falls Road
Fairfield, New Jersey 07004
808-1819
(Name, Address & Telephone number, including area code, of agent for service)
PART 1 - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part 1 (plan information and
registrant information) will be sent or given to employees as specified by Rule
428(b)(1). Such documents need not be filed with the Securities and Exchange
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Part 2 of this form taken together constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
RE-OFFER PROSPECTUS
Common Stock
This Prospectus relates to offers and sales by certain officers and directors
named herein, or to be supplementally named (the "Selling Stockholders"), of
Measurement Specialties, Inc., a New Jersey corporation (the "Company"), who
may be deemed to be "affiliates" of the Company as defined in Rule 405 under
the Securities Act of 1933, as amended, (the "Securities Act") of shares of the
Company's Common Stock, no par value (the "Common Stock"), that may be acquired
by such persons upon exercise of stock options granted to them pursuant to the
Company's Employee Stock Option Plan (the "Plan"). The shares that may be so
acquired by such persons pursuant to the Plan are herein referred to as the
"Option Shares."
The Option Shares may be offered hereby from time to time by any and all of the
Selling Stockholders named herein, or to be supplementally named, for their own
benefit. The Company will receive no portion of the proceeds of sales made
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Selling Stockholders will be borne by such Selling
Stockholders.
All or a portion of the shares of Common Stock offered hereby may be offered
for sale, from time to time, on the American Stock Exchange, or otherwise, at
prices and terms then obtainable. All brokers' commissions, concessions or
discounts will be paid by the Selling Stockholders.
The Selling Stockholders and any broker executing selling orders on behalf of
the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act, in which event commissions received by such
broker may be deemed to be underwriting commissions under the Securities Act.
The Common Stock of the Company is listed on the American Stock Exchange under
the symbol MSS. On August 23, 1996, the last reported sale price of the
Company's Common Stock on the American Stock Exchange was $3.9375.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 23, 1996.
No person is authorized to give any information or to make any representation,
other than those contained in this Prospectus, in connection with the offering
described herein, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith, files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Room 1204, Everett McKinley Dirksen Building,
219 South Dearborn Street, Chicago, Illinois 60604; and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, the Company's Common Stock is listed in the American Stock
Exchange and similar information concerning the Company can be inspected and
copied at the American Stock Exchange at 86 Trinity Place, New York, New York
10004.
This Prospectus does not contain all of the information set forth in the
Registration Statements of which this Prospectus is a part and which the
Company has filed with the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits filed as a part thereof, copies
of which can be inspected at, or obtained at prescribed rates from the Public
Reference Section of the Commission at the address set forth above. Additional
updating information with respect to the Company may be provided in the future
by means of appendices or supplements to the Prospectus.
The Company hereby undertakes to provide without charge to each person to whom
a copy of this Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been or may be
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Measurement Specialties, Inc., 80 Little Falls
Road Fairfield, New Jersey 07004 (201) 808-1787.
THE COMPANY
Measurement Specialties, Inc., a New Jersey corporation, and its wholly owned
subsidiaries, Measurement Limited and Jingliang Electronics (Shenzhen) Co., Ltd
(collectively, the "Company") design, develop, produce and sell low cost
digital electronic measurement devices for consumer medical, industrial and
automotive markets. These devices measure and display distance, motion, force,
pressure or temperature. The Company's core technology employs specialized
electronic components known as micromechanical transducers (the "Sensors") and
application specific integrated circuits (the "ASICs"). Sensors transform the
various measurable phenomena into analog electronic signals. The ASICs convert
these analog signals to digital signals which are processed in proprietary
circuitry, which enables the Company to calibrate each measurement device by
injecting information into each ASIC's memory. Calibration is achieved using
specialized software and test equipment developed by the Company.
The Company's current consumer products include digital bathroom scales, food
and postage scales, digital pressure gauges for tires and an ultrasonic
measuring device. The Company also presently markets electronic pressure
measurement modules for use in industrial pressure transmitters, medical
devices and automotive applications.
The Company's offices are located at 80 Little Falls Road, Fairfield, New
Jersey 07004 and its telephone number is (201) 808-1819.
RISK FACTORS
The following factors should be considered carefully in evaluating the
Company's business and before making any investment in the Company.
1. Lack of Patent Protection
The Company's existing primary products and products currently under
development, rely primarily upon the Company's core technology rather than
patent protection. Accordingly no assurance can be given that others will not
independently develop similar technology to that of the Company. In addition,
persons or entities may have filed patent applications and may have been issued
patents on inventions or otherwise possess proprietary rights to technologies
potentially useful to the Company. The Company does however own or control
patents regarding portions of its technology. The validity and enforceability
of a patent can be challenged by litigation after its issuance, and, if the
outcome of such litigation is adverse to the owner of the patent, other parties
may be free to use the subject matter covered by the patent. Moreover, the
cost of defending patents against infringing uses could require substantial
expenditures which the Company may be unable to afford.
2. Technological Obsolescence
The electronics industry, the broad business area in which the Company is
engaged, is characterized by very rapid technological changes and large capital
requirements. There can be no assurance that the Company's products will not
become obsolete by technological changes or discoveries. The Company may be
required to make ongoing capital investments to develop new products or to
produce its existing products more competitively. No assurance can be given
that the Company will be able to fund such investments or that additional
financing will be available on terms acceptable to the Company.
3. Competition
The electronics industry is characterized by intense competition. The Company
is not a significant factor in this industry and will be competing against
larger, better financed and more experienced companies who offer products which
are similar to the products offered by the Company. No assurance can be given
that the Company will be able to compete effectively with such companies. The
Company's strategy is to develop innovative cost effective digital electronic
measurement products competitive with conventional (non-digital) products or
high priced digital products. No assurance can be given that other companies
will not develop improved technologies and products which may be superior or
more cost effective than the technology and products of the Company.
4. Reliance on Key Personnel
The ability of the Company to conduct its business is to a substantial degree
dependent upon the efforts of Joseph R. Mallon Jr. and Damon Germanton, the
Company's President and Executive Vice President, respectively. The loss of
either Messrs. Mallon or Germanton, or their inability to perform their duties,
would have a material adverse affect upon the Company's activities.
5. Warranty Obligations
Pursuant to the terms of sales agreements and warranties covering its products,
the Company may be required to correct, at its expense, defects in its products
for periods of up to ten years from the date of sale to end users. While
management believes it unlikely, there can be no assurance that warranty
expenses will not be incurred which are materially in excess of reserves and
have a material adverse effect on the Company's consolidated financial
position.
6. Dividends on Common Stock Not Likely
The Company has never paid dividends on its common stock. For the foreseeable
future it is anticipated that earnings generated from operations of the Company
will be used to finance the growth of the Company and no dividends will be paid
to holders of the Company's Common Stock.
7. Future Change of Government in Hong Kong
Certain of the Company's activities are conducted in the Territory of Hong
Kong. Pursuant to an existing treaty between the government of the United
Kingdom and the People's Republic of China, Hong Kong will revert to and become
part of the People's Republic of China in July 1997. The Company is uncertain
at this time as to the impact that such a change in government would have upon
its ability to continue to conduct business in Hong Kong as well as retain or
attract necessary management personnel.
8. Limitation With Respect To Certain Securities Law Claims in Hong Kong and
the People's Republic of China
The laws of Hong Kong and the People's Republic of China, where the Company's
subsidiaries, Measurement Limited and Jingliang Electronics (Shenzhen) Co.,
Ltd., respectively, are located, may not recognize or permit the assertion of
certain claims with respect to violation of securities laws which are commonly
recognized in the United States. Accordingly, should the Company be in
violation of various securities laws of the United States, shareholders may be
unable to seek and/or obtain redress with respect to such violations against
the Company's subsidiaries.
9. Product Liability Exposure
The Company is exposed to product liability claims in the event that the use of
its products results in adverse effects. A small quantity of the Company's
products are used by the medical profession and such use may result in claims
made directly by patients, hospitals, clinics or other consumers.
THE EMPLOYEE STOCK OPTION PLAN
On March 22, 1994, a Form S-8 Registration Statement of the Registrant
(No.33-76646) pertaining to the Registrant's Employee Stock Option Plan became
effective.
SELLING STOCKHOLDERS
The Prospectus covers Option Shares that have been or may be acquired upon
exercise of options held by the Selling Stockholders named herein, or to named
supplementally, as of May 31, 1996. The following table sets forth the name of
each Selling Stockholder, the nature of his or her position or other
relationship with the Company, the number of shares of Common Stock ("Shares")
beneficially owned prior to the offering and the number of Shares and (if one
percent or more) the percentage of the class to be beneficially owned by such
Selling Stockholder after the offering. Non-affiliate Selling Stockholders who
hold less than 1,000 shares of Common Stock issued under the Company's Employee
Stock Option Plan and not named below may use this Prospectus for reoffers and
resales of such Common Stock.
<S> <C> <C> <C> <C>
Shares Owned
Shares Owned Number of Shares After Offering(2)
Name Prior to Offering(1) to be Offered Herein Number Percent
Joseph R. Mallon Jr. 180,500 154,000 122,500 3.5%
Chairman, CEO & President
Damon Germanton 405,566 10,000 395,566 11.1%
EVP, COO, Secy. & Director
Mark A. Shornick 105,000 25,000 100,000 2.8%
CFO, Treas. & Asst. Secy.
Mark Cappiello 110,000 50,000 100,000 2.8%
Vice President of Sales and
Marketing
Steven P. Petrucelli, Director 14,000 30,000 0 **
Richard S. Betts, Director 102,256 10,000 97,256 2.7%
Hon. Dan J. Samuel, Director 9,000 5,000 4,000 **
John D. Arnold, Director 5,000 5,000 0 **
** less than 1%
(1) For purposes of this table, a person is deemed to have "beneficial ownership" of
any shares of Common Stock when such person has the right to acquire such shares
within 60 days of May 31, 1996. For purposes of computing the percentage of
outstanding shares of Common Stock held by each person named above, any security
which such person has the right to acquire within such date is deemed to be
outstanding but is not deemed to be outstanding for the purpose 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, the Company believes
based on information supplied by such persons, that the persons named in this table
have sole voting and investment power with respect to all shares of Common Stock
which they beneficially own.
(2) Assumes the exercise and sale of all beneficially owned Shares offered herein.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock of the Company is
American Stock Transfer & Trust Co., 40 Wall Street, New York, New York 10005.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares of Common Stock in any of the
following ways (i) through dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions (which may involve
crosses or block transactions) (A) on the American Stock Exchange (or on such
other national stock exchanges on which the shares of Common Stock may be
traded from time to time) in transactions which may include special offerings,
exchange distributions and/or secondary distributions pursuant to and in
accordance with rules of such exchanges, (B) in the over-the-counter market, or
(C) in transactions other than on such exchanges or in the over-the-counter
market, or a combination of such transactions. Any such transaction may be
effected at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices or fixed prices. The
Selling Stockholders may effect such transactions by selling shares of Common
Stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from Selling
Stockholders and/or commissions from purchasers of shares of Common Stock for
whom they may act as agent. The Selling Stockholders and any broker-dealers or
agents that participate in the distribution of shares of Common Stock by them
might be deemed to be underwriters, and any discounts, commissions or
concessions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions, under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
These documents, previously filed with the Commission, are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-KSB for its fiscal year ended March
31, 1996;
(b) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-3, Registration No. 33-76514;
(c) All other reports filed by the Company pursuant to Section 13(a) and 15(d)
of the Exchange Act since the end of the Company's fiscal year ended March 31,
1996.
All documents filed by the Company with the Commission pursuant to sections 13,
14 or 15(d) of the Exchange Act subsequent hereto, but prior to the termination
of the offering of securities made by this Prospectus shall be deemed to be
incorporated by reference herein and to be part hereof from their respective
dates of filing.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus, to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
LEGAL MATTERS
The legality of the shares offered hereby has been passed upon for the Company
by Silverman, Collura & Chernis, P.C., 381 Park Avenue South, Suite 1601, New
York, New York 10016.
EXPERTS
The Company's consolidated financial statements and the related supplemental
schedules, incorporated by reference in this Registration Statement have been
incorporated, herein in reliance on the reports of Grant Thornton, LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act provides for
indemnification of directors and officers of the corporation subject to
specific requirements therein contained. In general, this paragraph provides
that persons who are officers or directors of a corporation may be indemnified
by the corporation for acts performed in their capacities as such.
Furthermore, the Company's by-laws provide for indemnification by the
corporation for each director and officer to the fullest extent permitted by
the New Jersey Business Corporation Act.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provision or otherwise, the Company has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities other than
the payment by the Company of expenses incurred or paid by the director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such an issue.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (the
"Commission") by Measurement Specialties, Inc., a New Jersey corporation (the
"Company"), are incorporated as to their respective dates in this Registration
Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for its fiscal year ended March
31, 1996;
(b) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-3, Registration No. 33-76514;
(c) All other reports filed by the Company pursuant to Section 13(a) and 15(d)
of the Exchange Act since the end of the Company's fiscal year ended March 31,
1996.
All documents filed by the Company with the Commission pursuant to sections 13,
14 or 15(d) of the Exchange Act subsequent hereto, but prior to the termination
of the offering of securities made by this Registration Statement shall be
deemed to be incorporated by reference herein and to be part hereof from their
respective dates of filing.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement, to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the N.J.S.A. permits a corporation to indemnify its
directors and officers.
Article 12 of the Company's By-Laws provides for indemnification of corporate
agents as follows:
12.1 In accordance with the authorization contained in N.J.S.A., 14A:3-5,
the Corporation shall indemnify the directors, officers and benefit plan
fiduciaries of the Corporation and its existing and future subsidiaries
to the fullest extent permitted by law. This indemnification shall apply
to actions and events that occurred before the effective date of this
Article and shall survive future modifications.
12.2 If a claim is made against directors and/or officers, the
Corporation shall pay the legal fees and expenses in defending such
claim. No director or officer shall be under an obligation to reimburse
the Corporation for legal fees or expenses advanced unless there is a
finding by a court of competent jurisdiction, after exhaustion of all
rights of appeal, that:
(a) the director or officer failed to act in good faith or acted in a manner
that he/she knew or should reasonably have known was opposed to the best
interests of the Corporation; or
(b) with respect to any criminal proceeding, the Director or officer had
reasonable cause to believe his/her conduct was unlawful.
12.3 If the Corporation fails to advance the legal fees and costs of
defending a director or officer, the Corporation shall reimburse such
director or officer, not only for the legal fees and expenses in
defending himself/herself, but also for the legal fees and expenses
incurred in successfully prosecuting the claim against the
Corporation for reimbursement."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Silverman, Collura & Chernis, P.C.
23.1 Consent of Silverman, Collura & Chernis, P.C. (included in Exhibit 5.1)
23.2 Consent of Grant Thornton, LLP.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change of such information in the Registration Statement;
Provided however that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof
(3) To remove from registration by means of a post effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act, 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 Post Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, therewith
duly authorized, in the City of New York on August 23, 1996.
MEASUREMENT SPECIALTIES, INC.
By: /s/ Joseph R. Mallon Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below,
hereby constitutes and appoints Joseph R. Mallon Jr., his true and lawful
attorney-in-fact, with full power of substitution and resubstitution, for his
and in his name, place and stead, in any and all capacities, to sign any or all
amendments or supplements to this Post Effective Amendment to the Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Post Effective
Amendment to the Registration Statement or any amendments or supplements hereto
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-
in-fact, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Post Effective
Amendment to the Registration Statement has been signed by the following
persons in their respective capacities with Measurement Specialties, Inc. and
on the dates indicated.
SIGNATURES
<S> <C> <C>
Signature Title Date
/s/Joseph R. Mallon Jr. Chairman of the Board August 23, 1996
of Directors, Chief
Executive Office and
President (Principal
Executive Officer)
/s/Mark A. Shornick Chief Financial Officer, August 23, 1996
Assistant Secretary and
Treasurer (Principal
Financial and Accounting
Officer)
/s/Richard S. Betts Director August 23, 1996
/s/Dan J. Samuel Director August 23, 1996
/s/Theodore J. Coburn Director August 23, 1996
INDEX TO EXHIBITS
5.1Opinion of Silverman, Collura & Chernis, P.C.
23.1Consent of Silverman, Collura & Chernis, P.C. (included in Exhibit 5.1)
23.2Consent of Grant Thornton, LLP
EXHIBIT 5.1/23.1 Opinion and Consent of Silverman, Collura & Chernis, P.C.
August 30, 1996
Re:Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Measurement Specialties, Inc. (the "Company"), a
New Jersey corporation, in connection with a Post-Effective Amendment to the
Registration Statement on Form S-8, as filed with the Securities and Exchange
Commission on August 30, 1996 (the "Registration Statement"), covering 289,000
shares of the Company's Common Stock, no par value (the "Common Stock"),
representing Common Stock issuable upon exercise of stock options granted
pursuant to the Company's Employee Stock Option Plan to certain officer and
directors of the Company who may be deemed "affiliates" of the Company as
defined in Rule 405 under the Securities Act of 1933, as amended.
In acting as counsel for the Company and arriving at the opinions as expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of natural persons and the conformity to original documents of
all documents submitted to us as certified or photostated copies.
Based on the foregoing, and subject to the qualifications and limitations set
forth herein, it is our opinion that:
1.The Company has authority to issue the Common Stock in the manner and under
the terms set forth in the Registration Statement.
2.The Common Stock has been duly authorized and when issued, delivered and paid
for by recipients in accordance with their respective terms, will be validly
issued, fully paid and non-assessable.
We express no opinion with respect to the laws other than those of the State of
New York and Federal Laws of the United States of America, and we assume no
responsibility as to the applicability or the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement. It is not to be used, circulated,
quoted or otherwise referred to for any other purpose. Other than the Company
no one is entitled to rely on this opinion.
Very truly yours,
SILVERMAN, COLLURA & CHERNIS, P.C.
EXHIBIT 23.2 Consent of Grant Thornton LLP, Independent Certified
Public Accountants
We have issued our reported dated June 14, 1996 accompanying the consolidated
financial statements of Measurement Specialties, Inc. and Subsidiaries
appearing in the 1996 Annual Report of the Company to its shareholders on Form
10-KSB for the year ended March 31, 1996, which is incorporated by reference in
this Registration Statement. We consent to the incorporation by reference in
the Registration Statement of the aforementioned report and to the use of our
name as it appears under the caption "Experts."
GRANT THORNTON LLP
Parsippany, New Jersey
August 23, 1996
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