MEASUREMENT SPECIALTIES INC, DEF 14A, 1999-08-10

MEASUREMENT SPECIALTIES INC
DEF 14A, 1999-08-10
MEASURING & CONTROLLING DEVICES, NEC

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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MEASUREMENT SPECIALTIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:

<PAGE>
MEASUREMENT SPECIALTIES, INC.
80 LITTLE FALLS ROAD
FAIRFIELD, NEW JERSEY 07004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 13, 1999

To the Stockholders of Measurement Specialties, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of
Measurement Specialties, Inc. (the "Company"), a New Jersey corporation, to be
held at the offices of the American Stock Exchange, 86 Trinity Place, New York,
New York on Monday, September 13, 1999, at 10:00 a.m. local time, for the
following purposes:

1. To elect two members to the Board of Directors of the Company to serve
until their respective successors are elected and qualified;

2. To approve the Corporation's 1998 Stock Option Plan;

3. To ratify the selection by the Company of Grant Thornton, LLP,
independent public accountants, to audit the financial statements of
the Company for the year ending March 31, 2000; and

4. To transact such other matters as may properly come before the meeting
or any adjournment thereof.

Only stockholders of record at the close of business on August 10, 1999 (the
"Record Date") are entitled to notice of and to vote at the meeting.

A proxy statement and proxy are enclosed herewith. If you are unable to attend
the meeting in person you are urged to sign, date, and return the enclosed proxy
promptly in the enclosed addressed envelope which requires no postage if mailed
within the United States. You may also vote your shares via the telephone or
the Internet by following the instructions listed on the enclosed proxy. If you
attend the meeting in person, you may withdraw your proxy and vote your shares.
Also enclosed herewith is the Company's Annual Report on Form 10-K, including
financial statements for the fiscal year ended March 31, 1999.

By Order of the Board
of Directors

Damon Germanton, Secretary

Fairfield, New Jersey
August 6, 1999

<PAGE>
PROXY STATEMENT

MEASUREMENT SPECIALTIES, INC.
80 LITTLE FALLS ROAD
FAIRFIELD, NEW JERSEY 07004

INTRODUCTION

This proxy statement is furnished in connection with the solicitation of proxies
for use at the annual meeting ("Annual Meeting") of stockholders of Measurement
Specialties, Inc. (the "Company"), to be held on Monday, September 13, 1999, and
at any adjournments thereof. The accompanying proxy is solicited by the Board
of Directors of the Company and is revocable by the stockholder by notifying the
Company's secretary at any time before it is voted, or by voting in person at
the Annual Meeting. The solicitation will be made by mail and in addition, the
telephone, telegrams, facsimile, and other electronic communication and personal
interviews may be utilized. This proxy statement and accompanying proxy will be
distributed to stockholders beginning on or about August 15, 1999. The
principal executive offices of the Company are located at 80 Little Falls Road,
Fairfield, New Jersey 07004, telephone (973) 808-1819.

OUTSTANDING SHARES AND VOTING RIGHTS

Only stockholders of record at the close of business on August 10, 1999 are
entitled to receive notice of, and vote at the Annual Meeting. As of August 10,
1999, the number and class of stock outstanding and entitled to vote at the
meeting was 3,762,787 shares of common stock, no par value per share ("Common
Stock"). Each share of Common Stock is entitled to one vote on each matter. No
other class of securities will be entitled to vote at the meeting. There are no
cumulative voting rights.

The nominees receiving the highest number of votes cast by the holders of Common
Stock will be elected as directors of the Company. The affirmative vote of at
least a majority of the shares represented and voting at the Annual Meeting at
which a quorum is present (which shares voting affirmatively also constitute at
least a majority of the required quorum) is necessary for approval of Proposal
Nos. 2 and 3. A quorum is representation in person or by proxy at the Annual
Meeting of a majority of the outstanding shares of the Company.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the
inspectors of election appointed for the meeting, who will also determine
whether or not a quorum is present. The inspectors of election will treat
abstentions, as well as shares represented by proxies submitted by brokers who
indicate that they do not have authority to vote on a particular matter as
shares that are present for purposes of deterring the presence of a quorum, but
as unvoted (i.e., not cast) for purposes of determining their approval of the
particular matter in question.

<PAGE>
PROPOSALS TO SHAREHOLDERS
-------------------------

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Each nominee to the Board of Directors will serve for a term of three (3) years,
or until his earlier resignation, removal from office, death or incapacity.

Unless otherwise specified, the enclosed proxy will be voted in favor of the
election of Damon Germanton and Steve Petrucelli. Information is furnished
below with respect to each nominee.

The following information with respect to the principal occupation or employment
of the nominees, the name and principal business of the corporation or other
organization in which such occupation or employment is carried on and other
affiliations and business experience during the past five years has been
furnished to the Company by the respective nominee:

DAMON GERMANTON, (56) has been a Director and an executive officer since
founding the Company in 1981. Previously, Mr. Germanton obtained sixteen years
experience in military and aerospace applications of micromachined sensor
technology as an engineer and operations manager. In addition to serving as
Chief Operating Officer, Mr. Germanton is the Company's chief technologist and
Managing Director of its Asian operations. Mr. Germanton, who holds seven
patents and a B.S. in Engineering from Fairleigh Dickinson University, serves on
the Board's Operations Committee.

STEVEN P. PETRUCELLI, (47) who was elected a Director on June 15, 1992, consults
in electronic and medical technology and, since 1979, has been an Assistant
Professor at Rutgers University in the Biomedical and Electrical Engineering
Departments. Dr. Petrucelli joined the Company's staff in 1991 and previously
consulted for the Company. Dr. Petrucelli chairs the Board's Operations
Committee and serves on its Audit Committee.

THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
ABOVE-NAMED NOMINEES AS DIRECTORS OF THE COMPANY.

<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS

The current executive officers and directors of the Company are set forth below:

NAME AGE POSITIONS AND OFFICES DIRECTOR SINCE
- -------------------- --- -------------------------------------- ----------------
<S> <C> <C> <C>
Joseph R. Mallon Jr. 54 Chief Executive Officer April 1, 1992
Director and Chairman

Damon Germanton 56 President, Chief Operating Officer March 5, 1981
Secretary and Director

John D. Arnold 45 Director June 19, 1995

Theodore Coburn 46 Director October 20, 1995

Steven Petrucelli 47 Director June 15, 1992

Dan Samuel 74 Director October 27, 1994

Mark W. Cappiello 45 Vice President of Sales and Marketing N/A

Kirk J. Dischino 40 Chief Financial Officer, Treasurer and N/A
Assistant Secretary
</TABLE>

Biographical information about current Directors and Executive Officers follows:

JOSEPH R. MALLON JR.,(54) who has served as a Director since April 1, 1992,
became the Company's President, Chief Executive Officer and Chairman of the
Board on April 1, 1995. Mr. Mallon has over thirty years experience in
electronic sensor technology. He is a recognized pioneer in micromachining (the
three-dimensional sculpting of silicon), having published 50 technical papers
and having been awarded 40 patents. In October 1985, Mr. Mallon co-founded
NovaSensor, where he served as Co-President and a Director until its
acquisition by Lucas Industries, Inc., a United States subsidiary of Lucas
Industries plc. of the United Kingdom, in January 1990. From that time until
his departure in January 1993, Mr. Mallon was the Executive Vice President and a
Director of Lucas NovaSensor. Thereafter, until his appointment as President,
Chief Executive Officer and Chairman of the Board, Mr. Mallon pursued a Ph.D.
EE. program at Stanford University. Mr. Mallon serves on the Board's Operations
Committee.

JOHN D. ARNOLD, (45) was appointed to the Board on June 19, 1995. Mr. Arnold
has been in private law practice since 1989, primarily focusing on relationships
between United States technology companies and Asian manufacturers. Before
1989, Mr. Arnold was employed with the law firm of Wilson, Sonsini, Goodrich &
Rosati in Palo Alto, California and prior thereto with Foley & Lardner in
Milwaukee, Wisconsin. Mr. Arnold serves on the Board's Compensation, Audit and
Governance Committees.

<PAGE>
THEODORE J. COBURN, (46) elected to the Board on October 20, 1995, has been a
Partner of Brown, Coburn & Co., a financial consulting firm, since 1991. From
1986 until 1991, he was a Managing Director of Global Equity Transactions and a
member of the Board of Directors of Prudential Securities. From 1983 to 1986,
Mr. Coburn served as Managing Director of Merrill Lynch Capital Markets. Mr.
Coburn holds a B.S. from the University of Virginia, an M.B.A. from the Columbia
University Graduate School of Business and masters degrees from Harvard
University's Graduate School of Education and its Divinity School. Mr. Coburn
serves as a Director of Nicholas-Applegate Growth Equity Fund, Dresdner Banks
Emerging Germany Fund, Video Update, Inc, and Ariel Corporation. Mr. Coburn
serves on the Board's Audit, Compensation and Governance Committees.

THE HON. DAN J. SAMUEL, (74) who was elected a Director on October 27, 1994, has
been a business consultant since his retirement in 1986. Previously, Mr. Samuel
served as President and Chief Executive Officer of Shell International
Petroleum, a subsidiary of the Royal Dutch/Shell Group of Companies. Mr. Samuel
currently serves on the Boards of Directors of Canadian Overseas Packaging
Industries and Witco Corporation. Mr. Samuel chairs the Board's Compensation
Committee and serves on its Audit and Governance Committees.

MARK W. CAPPIELLO, (45) has served as Vice President of Sales and Marketing
since January 1988. Mr. Cappiello has over twenty years experience in
international consumer products marketing, eighteen of which have been in the
scale industry. Mr. Cappiello previously was employed by Terraillon S.A. (a
French manufacturer and distributor of scales and balance products) and
Borg-Erickson Corporation. Mr. Cappiello received a B.A. in Business from the
University of Connecticut.

KIRK J. DISCHINO, (40) has served as Chief Financial Officer since he joined the
Company in February, 1998. Before joining the Company, Mr. Dischino had been
employed since 1984, by Materials Research Corporation, an international
manufacturer of high technology semiconductor process equipment. He held
various financial positions, ending as Vice President and Controller. Previous
to Materials Research Corporation, Mr. Dischino was employed by Arthur Andersen
& Co. A Certified Public Accountant, Mr. Dischino received a B.S. in Accounting
and Finance from Lehigh University.

<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

To the Company's knowledge, based solely on a review of Forms 3, 4 and 5 and
amendments thereto furnished to the Company, there were no late reports required
by Section 16(a) of the Exchange Act, nor were there any transactions that were
not reported on a timely basis, as disclosed in these Forms, during the fiscal
year ended March 31, 1999. To the Company's knowledge, based solely upon review
of such forms or upon written representations that no other reports were
required, there was one known failures to file required Forms on a timely basis.
Mr. Ted Coburn filed a Form 4 related to sale of Common Stock late. The form
was required to be filed on March 10, 1999 and such form was actually filed
March 31, 1999.

INFORMATION CONCERNING BOARD MEETINGS

The Board of Directors met five times during the Fiscal 1999. The Company's
Audit, Operations, Governance, and Compensation Committees met once each during
Fiscal 1999. Each of the incumbent directors attended at least 75% of the
meetings of the Board and of those committees on which he served.

INFORMATION CONCERNING COMMITTEES OF THE BOARD

The Board of Directors maintains (i) an Audit Committee consisting of John
Arnold, The Hon. Dan J. Samuel, Steven Petrucelli and Theodore J. Coburn, which
requests and receives information and reports from management, outside counsel
and the Company's independent auditing firm. The Committee utilizes this
information for review and discussion of the auditing, internal control,
financial reporting and compliance activities of the Company and its
subsidiaries; (ii) a Compensation Committee consisting of The Hon. Dan J.
Samuel, John D. Arnold and Theodore J. Coburn. The Compensation Committee
establishes and executes compensation policy and programs for the Company's
executives; (iii) an Operations Committee consisting of Joseph R. Mallon Jr.,
Damon Germanton and Steven P. Petrucelli. The Operations Committee monitors the
operations of the Company and its subsidiaries and makes recommendations to the
Board when necessary; and (iv) a Governance Committee consisting of John D.
Arnold, The Hon. Dan J. Samuel and Theodore J. Coburn. The Governance Committee
is responsible for reviewing the composition of, and procedures used by, the
Board and its Committees and to provide any recommendations as to procedures,
protocol and mission of each as it may deem appropriate. The Board of Directors
does not maintain a nominating committee.

EXECUTIVE COMPENSATION

The following pages contain the Company's Summary Compensation Table and
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table for
the fiscal year ended March 31, 1999, and the Performance Line Graph for the
five years then ended. For the year ended March 31, 1999, no stock options were
granted to officers, none were repriced, nor were there any long-term incentive
plan ("LTIP") awards. The Company has never granted stock appreciation rights,
nor does it have a defined benefit or actuarial pension plan.

<PAGE>
The Performance Line Graph includes two peer groups of publicly held companies
with standard industrial classifications ("SIC") appropriate for the Company's
two business segments. The peer group for the Company's consumer products
segment (SIC 3634) consists of Advanced Products & Techs, Inc., Beverly Hills
Fan Co., Creative Technologies Corporation, Helen of Troy Corporation Ltd.,
National Presto Industrial, Inc., Rival Company, Salton Inc., Sunbeam
Corporation, and Windmere-Durable Holdings. The peer group for the Company's
Sensor products segment (SIC 3823) consists of Aavid Thermal Technologies,
Advanced Machine Vision Corporation, Angstrom Technologies Inc., Arizona
Instrument Corporation, Astrosystems Inc., BEI Technologies, Inc., Cognex
Corporation, Columbia Scientific Industries, Cvd Equipment Corp., Daniel
Industries, Dionex Corporation, Electro-Sensors Inc, Emerson Electric Company,
Engineering Measurements Company, Envirometrics Inc., Esterline Technologies
Corp, Franklin Telecom Corp., Haber Inc., Hurco Companies Inc., Industrial
Technologies Inc., Isco Inc., K-tron International Inc., Medar Inc., Metrika
Inc., Mikron Instrument Company, MKS Instruments Inc., Moore Products Company,
Ohmart Corp., Pollution Research and Control, PPT Vision Inc., Robotic Vision
Systems Inc., Schmitt Industries Inc., Securfone America Inc., Sensar Corp.,
Sentex Sensing Technologies, SI Technologies, Smartire Sys Inc., Socrates
Technologies Corp., Thermedics Detection Inc., TSI Inc., Winland Electrics Inc.,
and Xedar Corp.

Non-officer Directors receive $2,500 for attendance at each regularly scheduled
Board meeting and a $5,000 annual retainer, paid in two equal semi-annual
installments. Additionally, each non-officer Director is granted an option to
purchase 10,000 common shares at market value for the first year of service and
an option to purchase 5,000 common shares at market value for each succeeding
year of service. Non-officer Directors are paid $500 for attending ($600 for
chairing) each Committee meeting. Non-employee Directors do not receive
retirement or other fringe benefits.

Certain non-officer Directors who render other services to the Company receive
additional compensation. Dr. Petrucelli devoted a portion of his activities to
the Company for an annual salary of $75,765. Additionally, the Company provided
$20,571 in annual support to the gifts and grants program of the Biomedical
Engineering Department at Rutgers University's College of Engineering, where Dr.
Petrucelli also has employment. The Company also provided part-time employment
as an engineer to Dr. Petrucelli's colleague at the College of Engineering for
an annual salary of $47,411. Additional compensation paid to Messrs. Arnold and
Coburn, who serve on the Board's Compensation Committee, is described below
under "Compensation Committee Interlocks and Insider Participation."

Mr. Mallon, the Company's Chief Executive Officer, President, Chairman of the
Board and a shareholder, is compensated pursuant to an arrangement approved by
the Board in April 1995. The arrangement, effective April 1, 1995, provided for
a minimum annual salary of $100,000 for the year ended March 31, 1996, which the
Board increased to $200,000 for the year ended March 31, 1999. Mr. Mallon's
salary is subject to merit increases and he may receive bonuses, in each case as
recommended by the Board's Compensation Committee, and an annual automobile
allowance of $11,000.

Mr. Germanton, the Company's President, Chief Operating Officer, Secretary and a
shareholder, is compensated pursuant to an employment agreement expiring on
March 31, 2000. The agreement provides for a minimum annual salary of $170,000,
which the board increased to $200,000 for the year ending March 31, 1999. Mr.
Germanton's salary is subject to merit increases and he may receive bonuses, in
each case as recommended by the Board's Compensation Committee, and an annual
automobile allowance of $11,000. Additionally, the Company reimburses Mr.
Germanton for certain long-term disability income insurance premiums for which
the Company is not a beneficiary (amounting to $3,673 for Fiscal 1999) and for
overseas living expenses relating to his assignments in China and Hong Kong.
Pursuant to the agreement, the Company would become obligated to pay a severance
benefit of approximately one year's salary, computed based on the average annual
compensation for the latest three years of employment, if the Board were to
decline to renew the agreement.

<PAGE>
The Company provides Mr. Cappiello, the Company's Vice President of Sales and
Marketing, and Mr. Dischino, the Company's Chief Financial Officer, an annual
automobile allowance of $11,000.

Certain additional compensation paid to officers is described below under
"Certain Relationships and Related Transactions."

Officers' and Directors' expense reimbursements are reviewed by the Chief
Executive Officer, whose expense reimbursements are reviewed by the Chief
Financial Officer. During Fiscal 1999, the Company did not make any loans to
officers or Directors, nor has the Company guaranteed officers' or Directors'
borrowings.

Officers' retirement benefits consist solely of those provided under the
Company's defined contribution plan, established under section 401(k) of the
Internal Revenue Code, which complies with applicable laws and regulations.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee for the year ended March 31, 1999 were
Mr. Samuel (Chairman), Mr. Arnold, and Mr. Coburn. The Company has not employed
these Committee members at any time, nor has any member of the Compensation
Committee or the Board been an officer of any for-profit entity whose
compensation committee or board of directors included officers of the Company.
For the year ended March 31, 1999, Mr. Arnold provided legal services to the
Company for fees approximating $32,526. Management and Advisory consulting fees
in connection with the acquisition of the PiezoSensors Division of AMP Inc
amounting to $128,650 were paid to Brown & Coburn of which Mr. Coburn is a
partner.

BOARD COMPENSATION COMMITTEE REPORT 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 surveys of similar-sized
companies in similar industries. The Fiscal 1999 average base compensation for
the Company's officers is intended to be competitive with salaries paid to
similarly situated executives. The Fiscal 1999 average base salaries of the
Company's officers, excluding the Chief Executive Officer, increased 4 percent
over fiscal 1998 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. Bonus
awards for Fiscal 1999 were approximately $585,000 for all employees.

<PAGE>
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. No
stock options were granted to officers for the fiscal year ended March 31, 1999.
The Company's stock option plan complies 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 nor policies
that could give rise to compensation to an officer in excess of $1 million a
year.

With the exception of Mr. Germanton, 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 a base salary
which is intended to be competitive with salaries paid to similarly situated
chief executives. The committee recommended the Chief Executive Officer's base
salary be increased from $190,000 to $200,000 for Fiscal 1999. The Chief
Executive Officer's annual bonus maximum is set at 40 percent of his base
salary, which is intended to provide a significant annual performance incentive
to attain corporate objectives. For Fiscal 1999, the Committee recommended a
bonus of $72,000.

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

The Honorable Dan J. Samuel, Chairman
John D. Arnold, Member
Theodore J. Coburn, Member

<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

Annual Compensation(1) Long Term Compensation
------------------------------------------ --------------------------------
Name and Year ended Other Annual Option All other
Principal Position March 31, Salary($) Bonus($) Compensation($)(2) Awards Compensation($)(3)
- --------------------------------- ---------- --------- -------- ------------------ ------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Mallon Jr. 1999 200,000 72,000 14,673 2,000
Chief Executive Officer 1998 190,000 38,000 14,673 2,000
Chairman 1997 170,000 36,300 11,000 2,000

Damon Germanton 1999 200,000 72,000 14,673 2,000
President, Chief 1998 190,000 38,000 14,673 2,000
Operating Officer 1997 170,000 36,300 14,673 2,000
and Secretary

Mark Cappiello 1999 152,500 41,175 11,000 2,000
Vice President of 1998 145,000 22,000 11,000 2,000
Sales & Marketing 1997 120,000 19,300 6,830 2,000

Kirk J. Dischino 1999 135,000 36,450 11,000 1,350
Chief Financial Officer, 1998 16,900 5,000 1,375 50,000 0
Treasurer, and Asst. Secretary
<FN>
(1) Amounts exclude payments of overseas living expenses relating to Mr. Germanton's China and Hong Kong
assignments.
(2) Prequisites did not exceed the lesser of $50,000 or 10% of each officer's salary and bonus. Mr. Mallon's
perquisites consist of an automobile allowance of $11,000 for each year, and $3,673 of payments in lieu of
company paid long-term disability income insurance for each of Fiscal 1999 and 1998. Mr. Germanton's
perquisites consist of an automobile allowance of $11,000 for each of Fiscal 1999 and 1998, payments for the
personal use of his automobile for previous years $9,748 for 1997, and long-term disability income insurance
premiums for Mr. Germanton's benefit ($3,673 for each year). Mr. Cappiello's perquisites consist an
automobile allowance, for each of Fiscal 1999 and 1998 of $11,000, and the cost of providing an automobile
(excluding Company-paid insurance) for Mr. Cappiello's personal use of $6,830 for Fiscal 1997.
(3) All Other Compensation consists of the Company's annual contributions to a defined contribution plan
established under Section 401(k) of the Internal Revenue Code.
</TABLE>

<PAGE>
YEAR END OPTION TABLE. The following table sets forth certain information
regarding the stock options held as of March 31, 1999 by the individuals named
in the above Summary Compensation Table.

<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE

Value of Unexercised
Securities Underlying Unexercised In-the-Money-Options
Shares Acquired Value at Fiscal Year End(#) at Fiscal Year End (1)
-------------------------- ----------------------------
Name on excise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- --------------- -------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Mallon Jr. -- -- 106,000 48,000 $ 415,500 $ 126,000

Damon Germanton -- -- 25,000 -- 69,938 --

Mark Cappiello -- -- 140,000 10,000 641,250 40,000

Kirk J. Dischino -- -- 10,000 40,000 40,000 160,000
<FN>
(1) Intrinsic value, if any, based on the excess of the closing price of the Common Stock at March
31, 1999 ($7.50) over the exercise price of the options.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
PERFORMANCE CHART
TOTAL SHAREHOLDER RETURNS - DIVIDENDS REINVESTED
FIVE YEARS ENDED MARCH 31, 1999

CUMULATIVE TOTAL RETURN
----------------------------------
3/94 3/95 3/96 3/97 3/98 3/99
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Measurement Specialties, Inc. . . 100 116 100 100 100 188
Peer group SIC 3823 - Industrial
Instruments For Measurement,
Display and Control Of Processing 100 115 147 164 236 196
Peer group SIC 3634 - Electric
Houseware and Fan manufacturing . 100 119 96 155 230 55
S & P Small Cap 600 . . . . . . . 100 105 138 150 221 186
</TABLE>

1995 STOCK OPTION PLAN

The Company's 1995 Stock Option Plan (the "1995 Plan'') and its predecessor plan
provide for the grant of options to employees, directors, officers and
consultants of the Company for the purchase of up to an aggregate of 914,000
shares of Common Stock. The 1995 Plan is administered by the Compensation
Committee of the Board of Directors, which has complete discretion to select
eligible individuals to receive options and to establish the terms of option
grants. The number of shares of Common Stock available for grant under the 1995
Plan is subject to adjustment for changes in capital-ization. At March 31, 1999,
there were 914,000 common shares underlying outstanding options under the 1995
Plan.

1998 STOCK OPTION PLAN

On October 19, 1998 the Board of Directors approved, subject to shareholder
approval prior to October 19, 1999 (see proposal 2) the 1998 Stock Option Plan
(the "1998 Plan"). The 1998 Plan provides for granting of options to purchase
up to 750,000 shares of Common Stock until its expiration on October 19, 2008.
Shares issuable under 1998 Plan grants which expire or otherwise terminate
without being exercised become available for later issuance. The aggregate
number of shares available for grants of options under the 1998 Plan as of March
31, 1999 were 683,500 with of 66,500 shares issuable upon exercise of options at
March 31, 1999.

401(K) PLAN

The Company established its Saving Plan for Employees of Measurement
Specialties, Inc. (the "401(k) Plan") effective April 1, 1993. All full time
employees of the Company are eligible to participate in the 401(k) Plan, as
amended, following three months of employment. Subject to certain limitations
imposed by federal tax laws, participants are eligible to contribute up to 15%
of their salary (including bonuses and/or commissions) per annum. Participants'
contributions to the 401(k) Plan may be matched by the Company at a rate
determined annually by the Board of Directors. Each participant immediately
vests in his or her deferred salary contributions, while Company contributions
will vest over five years. In Fiscal 1999 the Company provided aggregate
matching contributions approximating $78,000 for all employees.

<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At April 30, 1999, securities owned by Directors, executive officers and
beneficial owners of more than five percent of each class of the Company's
voting securities were:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- -------------- ----------------------------- ------------------- ---------
<S> <C> <C> <C>
Common stock, Joseph R. Mallon Jr. 279,500(1) 7.1%
no par value Measurement Specialties, Inc.
80 Little Falls Road
Fairfield, NJ 07004

John D. Arnold 21,500(2) (3)
104 Highland Terrace
Woodside, CA 94062

Theodore J. Coburn 5,000(4) (3)
116 East 68th Street
New York, New York 10021

Damon Germanton 371,631(5) 9.2%
Measurement Specialties, Inc.
80 Little Falls Road
Fairfield, NJ 07004

Steven P. Petrucelli 45,500(6) (3)
26 North Main Street
Cranbury, NJ08512

Hon. Dan J. Samuel 16,500(2) (3)
154 Hillspoint Road
Westport, CT 06880
<FN>
(1) Includes ownership of options, exercisable within 60 days after April 30,
1999, to purchase 130,000 common shares.
(2) Includes ownership of options by each director, exercisable within 60 days
after April 30, 1999, to purchase 12,500 common shares.
(3) Percentage of shares beneficially owned does not exceed one percent of the
class.
(4) Includes ownership of presently exercisable options to purchase 5,000
common shares.
(5) Includes ownership of presently exercisable options to purchase 25,000
common shares; excludes ownership by Mr. Germanton's daughter of 18,545
common shares, of which Mr. Germanton disclaims beneficial ownership.
(6) Includes ownership of presently exercisable options to purchase 45,500
common shares.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- -------------- ------------------------------- ------------------- ---------
<S> <C> <C> <C>
Common stock, Mark W. Cappiello 140,000 (7) 3.7%
no par value Measurement Specialties, Inc.
80 Little Falls Road
Fairfield, NJ 07004

Kirk J. Dischino 12,000 (8) (3)
Measurement Specialties, Inc.
80 Little Falls Road
Fairfield, NJ 07004

Current Officers and Directors
as a group (8 persons) 1,048,109 (9) 19.6%
<FN>
(7) Includes ownership of presently exercisable options to purchase 140,000
common shares.
(8) Includes ownership to exercisable options to purchase 10,000 common shares.
(9) Includes ownership of Messrs. Mallon, Arnold, Coburn, Germanton,
Petrucelli, Samuel, Cappiello, and Dischino of exercisable options,
mentioned above, for an aggregate of 380,500 common shares
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

JL sublets a residence used by employees in China from Damon Germanton, an
officer and Director, under a month-to-month arrangement. Rent expense for
Fiscal 1999 approximated $ 6,000.

<PAGE>
PROPOSAL NO. 2

PROPOSAL TO APPROVE THE COMPANY'S
1998 EMPLOYEE STOCK OPTION PLAN

On October 19, 1998, the Board of Directors of the Company adopted the 1998
Stock Option Plan ("1998 Plan"). The 1998 Plan is intended to comply with the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended.
Implementation of the Plan is subject to the approval by the Shareholders at the
Annual Meeting. The 1998 Plan provides for the issuance of up to 750,000
employee stock options over a ten year period commencing October 19, 1998.

Employees eligible for participation in the 1998 Plan consist of the employees
of the company, key consultants or professionals and non-employee directors of
the Company and its subsidiaries (collectively and individually "employees").
Once the 1998 Plan has been approved by the Shareholders, the Board of Directors
will have the ability to grant the Options among the various eligible Employees
at the Board's discretion.

The Board of Directors believes that its ability to grant Options under the 1998
Plan will advance the interests of the Company by strengthening its ability to
attract and retain people of desired training, experience and ability, and to
furnish additional incentives to its eligible employees upon whose judgment,
initiative and efforts the Company is largely dependent for the successful
conduct of its operations. The granting of Options is a key component of the
Company's acquisition strategy. The benefits and amounts payable pursuant to
the 1998 Plan to the persons named under the caption are not determinable, owing
to the discretionary nature of the awards to be granted under the 1998 Plan and
in light of the fact that no stock options were granted to officers during the
fiscal year ended March 31, 1999.

THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF

The essential features of the 1998 Plan are outlined below:

GENERAL

The 1998 Plan was adopted by the Board of Directors on October 19, 1998. The
Board reserved a total of 750,000 shares of Common Stock for issuance under the
1998 Plan. A copy of the Plan is annexed hereto as Exhibit A.

Options granted under the 1998 Plan may be either "incentive stock options" as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") or nonstatutory options. See "Tax Information" below for information
concerning the tax treatment of both incentive stock options and nonstatutory
options.

The shareholders are requested in this Proposal to approve the terms of the 1998
Plan. Incentive stock options may not be granted under the 1998 Plan unless it
is approved by the Company's shareholders within twelve months of its adoption.
The affirmative vote of the holders of a majority of the shares present and
entitled to vote at the Annual Meeting will be required to approve the 1998
Plan.

<PAGE>
ADMINISTRATION

The 1998 Plan is administered by the Board of Directors of the Company (subject
to delegation by the Board, as described below). The Board has the power to
construe and interpret the 1998 Plan and, subject to the provisions of the 1998
Plan, to determine the persons to whom and the dates on which options will be
granted, the number of shares to be subject to each option, the time or times
during the term of each option within which all or a portion of such option may
be exercised, the exercise price, the type of consideration and other terms of
the option. The Board of Directors is authorized to delegate administration of
the 1998 Plan to a committee composed of not fewer than two members of the
Board. The Board has delegated administration of the 1998 Plan to the
Compensation Committee of the Board. As used herein with respect to the 1998
Plan, the term "Board" refers to the Compensation Committee of the Board to the
extent it is administrating the 1998 Plan.

The regulations under Section 162(m) require that the directors who serve as
members of any Committee administering the 1998 Plan must be "outside
directors". This limitation would exclude from the delegated Committee (i)
current employees of the Company, (ii) former employees of the Company receiving
compensation for past services (other than benefits under a tax-qualified
pension plan), (iii) current and former officers of the Company, (iv) directors
currently receiving direct and indirect remuneration from the Company in any
capacity (other than as a director), unless any such person is otherwise
considered an "outside director" for purposes of Section 162(m).

ELIGIBILITY

No incentive stock option may be granted under the 1998 Plan to any person who
at the time of the grant, owns (or is deemed to own) stock possessing more than
10% of the total combined voting power of the Company or any affiliate of the
Company, unless the option exercise price is at least 110% of the fair market
value of the stock subject to the option on the date of grant, and the term of
the option does not exceed five years from the date of grant. For incentive
stock options granted under the 1998 Plan, the aggregate fair market value,
determined at the time of grant, of the shares of Common Stock with respect to
which such options are exercisable for the first time by an optionee during any
calendar year (under all such plans of the Company and its Affiliates) may not
exceed $100,000. The foregoing limitation shall be modified from time to time
to reflect any changes in Section 422 of the code and any regulations
promulgated thereunder setting forth such limitations.

STOCK SUBJECT TO THE 1998 PLAN

If options granted under the 1998 Plan expire or otherwise terminate without
being exercised, the Common Stock not purchased pursuant to such options again
becomes available for issuance under the 1998 Plan.

TERMS OF OPTIONS

The following is a description of the permissible terms of options under the
1998 Plan. Individual option grants may be more restrictive as to any or all of
the permissible terms described below:

EXERCISE PRICE; PAYMENT. The exercise price of incentive stock options under
the 1998 Plan may not be less than the fair market value of the Common Stock
subject to the option on the date of the option grant, and in some cases (see
"Eligibility" above), may not be less than 110% of such fair market value. The
exercise price of nonstatutory options under the 1998 Plan may not be less than
85% of the fair market value of the Common Stock subject to the option on the
date of the option grant. The exercise price of options granted under the 1998
Plan must be paid in cash at the time the option is exercised, by delivery of
other Common Stock of the Company or by a combination of the two methods of
payment.

<PAGE>
OPTION EXERCISE. Options granted under the 1998 Plan may become exercisable in
cumulative increments ("vest") as determined by the Board but no option shall be
exercisable until one year after the date of grant. To the extent provided by
the terms of an option, an optionee may satisfy any federal, state or local tax
withholding obligation relating to the exercise of such option by a cash payment
upon exercise, by authorizing the Company to withhold a portion of the stock
otherwise issuable to the optionee, by delivering already-owned stock of the
Company or by a combination of these means.

TERM. The maximum term of options under the 1998 Plan is ten years, except that
in certain cases (see "Eligibility") the maximum term is five years. Options
under the 1998 Plan terminate three months after the optionee ceases to be
employed by or serve as a director or consultant to the Company or any affiliate
of the Company, unless (a) the termination of such relationship is due to such
person's permanent and total disability (as defined in the Code), in which case
the option may, but need not, provide that it may be exercised at any time
within one year of such termination; (b) the optionee dies while employed by or
serving as a director or consultant to the Company or any affiliate of the
Company, in which case the option may, but need not, provide that it may be
exercised (to the extent the option was exercisable at the time of the
optionee's death) within one year of the optionee's death by the person or
persons to whom the rights to such option pass by will or by the laws of descent
and distribution; or (c) the option by its terms specifically provides
otherwise.

ADJUSTMENT PROVISIONS

If there is any change in the stock subject to the 1998 Plan or subject to any
option granted under the 1998 Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure of otherwise), the 1998 Plan and options
outstanding thereunder will be appropriately adjusted as to the class and the
maximum number of shares subject to such plan, the maximum number of shares
which may be granted to any person during a calendar year, and the class, number
of shares and price per share of stock subject to such outstanding options.

EFFECT OF CERTAIN CORPORATE EVENTS

In the case of (i) any merger, consolidation or combination of the Corporation
with or into another corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing corporation and which
does not result in its outstanding Common Stock being converted into or
exchanged for different securities, cash or other property, or any combination
thereof) or a sale of all or substantially all of the business or asset's of the
Corporation or (ii) a Change in Control (as defined below) of the Corporation,
each Option or SAR then outstanding for one year or more shall (unless the
Board, or if so designated the Committee, determines otherwise), receive upon
exercise of such Option or SAR an amount equal to the excess of the Fair Market
Value on the date of such exercise of (a) the securities, cash or other
property, or combination thereof, receivable upon such merger, consolidation or
combination in respect of a share of Common Stock, in the cases covered by
clause (i) above, or (b) the final tender offer price in the case of a tender
offer resulting in a Change in Control or (c) the value of the Common Stock
covered by the Option or SAR as determined by the Board, or if so designated the
Committee, in the case of a Change in Control by reason of any other event, over
the exercise price of such Option, multiplied by the number of shares of Common
Stock with respect to which such Option or SAR shall have been exercised
provided that in each event the amount payable in the case of an Incentive Stock
Option, shall be limited to the maximum permissible amount necessary to preserve
the Incentive Stock Option status. Such amount may be payable fully in cash,
fully in one or more of the kind or kinds or property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more such
kind or kinds of property, all in the discretion of the Board or if so
designated the Committee.

<PAGE>
Any determination by the Board, or if so designated the Committee, made pursuant
to this Section 8 may be made as to all outstanding Options and SARs or only as
to certain Options and SARs specified by the Board, or if so designated the
Committee and any such determination shall be made (a) in cases covered by
clause (i) above, prior to the occurrence of such event, (b) in the event of a
tender or exchange offer, prior to the purchase of any Common Stock pursuant
thereto by the offeror and (c) in the case of a Change in Control by reason of
any other event, just prior to or as soon as practicable after such Change in
Control.

A "Change in Control" shall be deemed to have occurred if (a) any person, or any
two or more persons acting as a group, and all affiliates of such person or
persons, shall own beneficially 25 % or more of the Common Stock outstanding, or
(b) if following (i) a tender or exchange offer for voting securities of the
Corporation, or (ii) a proxy contest for the election of directors of the
Corporation, the persons who were directors of the Corporation immediately
before the initiation of such event cease to constitute a majority of the Board
of Directors of the Corporation upon the completion of such tender or exchange
offer or proxy contest or within one year after such completion.

DURATION, AMENDMENT AND TERMINATION

The Board may suspend or terminate the 1998 Plan without stockholder approval or
ratification at any time or from time to time. Unless sooner terminated, the
1998 Plan will terminate on October 19, 2008.
The Board may also amend the 1998 Plan at any time or from time to time.
However, no amendment will be effective unless approved by the stockholders of
the Company within twelve months before or after its adoption by the Board if
the amendment would: (a) increase the number of shares reserved for options
under the plan; (b) materially modify the requirements as to eligibility for
participation under the plan; or (c) materially increase the benefits accruing
to participants under the plan. The Board may submit any other amendment to the
1998 Plan for stockholder approval.

RESTRICTIONS ON TRANSFER

Under the 1998 Plan, an option may not be transferred by the optionee otherwise
than by will or by the laws of descent and distribution. During the lifetime of
an optionee, an option may be exercised only by the optionee.

CERTAIN FEDERAL INCOME TAX INFORMATION

The following is a description of the certain federal income tax information:

INCENTIVE STOCK OPTIONS. Incentive stock options under the 1998 Plan are
intended to be eligible for the favorable federal income tax treatment accorded
"incentive stock options" under the Code. There generally are no federal
income tax consequences to the optionee or the Company by reason of the grant or
exercise of an incentive stock option. However, the exercise of an incentive
stock option may increase the optionee's alternative minimum tax liability, if
any. If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be long-term capital gain or loss. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a "disqualifying disposition"), at the time of disposition the optionee will
realize taxable ordinary income equal to the excess of the stock's fair market
value on the date of exercise over the exercise price, or if a sale or exchange
with respect to which a loss (if sustained) would be recognized to such
individual, than the amount that is includible in the gross income of such

<PAGE>
individual, and the amount that is deductible from the income of his employer
corporation as compensation attributable to the exercise of such option, shall
not exceed the excess (if any) of the amount realized on such sale or exchange
over the adjusted basis of such shares. The optionee's additional gain, or any
loss, upon the disqualifying disposition will be a capital gain or loss which
will be long-term or short-term depending on whether the stock was held for more
than one year. Long term capital gains currently are generally subject to lower
tax rates than ordinary income. The maximum capital gains rate for federal
income tax purposes is currently 20 %, while the maximum ordinary income rate is
effectively 39.6% at the present time. Slightly different rules may apply to
optionees who are subject to Section 16(b) of Securities Exchange Act of l934,
as amended (the "Exchange Act").

To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will be entitled (subject to the
requirement of reasonableness, the provisions of Section 162(m) of the Code and
the satisfaction of a tax reporting obligation) to a corresponding business
expense deduction in the tax year in which the disqualifying disposition occurs.

NONSTATUTORY STOCK OPTIONS. Nonstatutory stock options granted under the 1998
Plan generally have the following federal income tax consequences. There are no
tax consequences to the optionee or the Company by reason of the grant of a
nonstatutory stock option. Upon exercise of a nonstatutory stock option, the
optionee normally will recognize taxable ordinary income equal to the excess of
the stock's fair market value on the date of exercise over the option exercise
price. Generally, with respect to employees, the Company is required to withhold
from regular wages or supplemental wage payments an amount based on the ordinary
income recognized. Subject to the requirement of reasonableness, the provisions
of Section 162(m) of the Code and the satisfaction of a tax reporting
obligation, the Company will generally be entitled to a business expense
deduction equal to the taxable ordinary income realized by the optionee. Upon
disposition of the stock, the optionee will recognize a capital gain or loss
equal to the difference between the selling price and the sum of the amount paid
for such stock plus any amount recognized as ordinary income upon exercise of
the option. Such gain or loss will be long or short-term depending on whether
the stock was held for more than one year. Slightly different rules apply to
the optionees who are subject to Section 16(b) of the Exchange Act.

POTENTIAL LIMITATION ON COMPANY DEDUCTIONS. As part of the Omnibus Budget
Reconciliation Act of 1993, the U.S. Congress amended the Code to add Section
162(m), which denies a deduction to any publicly held corporation for
compensation paid to certain employees in a taxable year to the extent that
compensation exceeds $1,000,000 for a covered employee. It is possible that
compensation attributable to stock options, when combined with all other types
of compensation received by a covered employee from the Company, may cause this
limitation to be exceeded in any particular year. The Company does not currently
anticipate that Section 162(m) will be applicable to its operations. However,
in the event that the Company determines that 162(m) may become applicable with
respect to compensation to be paid to an officer of the Company, the Company may
choose to administer the Plan and make grants under the Plan in a manner which
would exempt compensation related to an option granted under the Plan exempt
from the Section 162(m) limitation.

<PAGE>
PROPOSAL NO. 3

RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors has appointed the firm of Grant Thornton, LLP as
independent auditors of the Company for fiscal year 2000 subject to ratification
by the stockholders. Grant Thornton, LLP has served as the Company's
independent auditors since 1992.

Audit services expected to be performed by Grant Thornton, LLP during fiscal
year 2000 will consist of the audit of financial statements of the Company and
its wholly owned subsidiaries. It is anticipated that a representative of Grant
Thornton, LLP will be present at the Annual Meeting and will be given an
opportunity to make a statement if he so desires and to respond to appropriate
questions.

During the prior three years ended March 31, 1999, the Company has had no
disagreements with the accountants on matters of accounting principles or
practices, financial statement disclosures or auditing scope or procedure which,
if not resolved to their accountant's satisfaction, would have caused them to
make reference to such matters in their reports.

The affirmative vote of at least a majority of the shares represented and voting
at the Annual Meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) is
necessary for approval of Proposal No. 3. Under New Jersey law, there are no
rights of appraisal or dissenter's rights which arise as a result of a vote to
ratify the selection of auditor's.

THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.

<PAGE>
STOCKHOLDERS' PROPOSALS

It is anticipated that the Company's 2000 Annual Meeting of Stockholders will be
held in September 2000. Stockholders who seek to present proposals at the
Company's next Annual Meeting of Stockholders must submit their proposals to the
Secretary of the Company on or before May 31, 2000. Pursuant to amended SEC
Rule 14a-4(c)(1), the Company shall exercise discretionary voting authority at
the 1999 Annual Meeting to the extent conferred by proxy with respect to
shareholder proposals as to which notice was received by the Company after July
1, 1999.

GENERAL

Unless contrary instructions are indicated on the proxy, all shares of Common
Stock represented by valid proxies received pursuant to this solicitation (and
not revoked before they are voted) will be voted FOR Proposal Nos. 1, 2 and 3.

The Board of Directors knows of no business other than that set forth above to
be transacted at the meeting, but if other matters requiring a vote of the
stockholders arise, the persons designated as proxies will vote the shares of
Common Stock represented by the proxies in accordance with their judgment on
such matters. If a stockholder specifies a different choice on the proxy, his
or her shares of Common Stock will be voted in accordance with the specification
so made.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO FILL IN, SIGN
AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE PREPAID ENVELOPE PROVIDED, OR
FOLLOW THE INSTRUCTIONS FOR TELEPHONE OR INTERNET VOTING, NO MATTER HOW LARGE OR
SMALL YOUR HOLDINGS MAY BE.

By Order of the Board of Directors,

Damon Germanton, Secretary

Fairfield, New Jersey
August 6, 1999

<PAGE>
EXHIBIT A

EMPLOYEE STOCK OPTION PLAN
MEASUREMENT SPECIALTIES, INC.
1998 STOCK OPTION PLAN

1. PURPOSE

The purpose of the 1998 Stock Option Plan ("Plan") is to provide a method
whereby selected key employees, consultants, professionals and non-employee
directors of Measurement Specialties, Inc. ("Corporation") and its subsidiaries
may have the opportunity to invest in shares of the Corporation's Common Stock
("Common Stock" or "Shares"), thereby giving them a proprietary and vested
interest in the growth and performance of the Corporation, and in general,
generating an increased incentive to contribute to the Corporation's future
success and prosperity, thus enhancing the value of the Corporation for the
benefit of shareholders. Further, the Plan is designed to enhance the
Corporation's ability to attract and retain individuals of exceptional
managerial talent upon whom, in large measure, the sustained progress, growth,
and profitability of the Corporation depends.

2. ADMINISTRATION

The Plan shall be administered by the Corporation's Board of Directors ("Board")
or if so designated by resolution of the Board by a Committee composed of not
less than two individuals ("Committee"). From time to time the Board, or if so
designated the Committee, may grant stock options ("Stock Options" or "Options")
to such eligible parties and for such number of Shares as it in its sole
discretion may determine. A grant in any year to an eligible Employee (as
defined in Section 3 below) shall neither guarantee nor preclude a grant to such
Employee in subsequent years. Subject to the provisions of the Plan, the Board,
shall be authorized to interpret the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan, to determine the terms and
provisions of the Option agreement described in Section 5(h.) thereof to make
all other determinations necessary or advisable for the administration of the
Plan. The Board, or if so designated the Committee, may correct any defect,
supply any omissions or reconcile any inconsistency in the Plan or in any Option
in the manner and to the extent it shall deem desirable. The determinations of
the Board in the administration of the Plan, as described herein, shall be final
and conclusive. The validity, construction, and effect of Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of the State of New Jersey.

3. ELIGIBILITY

The class of employees eligible to participate under the Plan shall include,
employees of the Corporation, key consultants or professionals and non-employee
directors of the Company and its subsidiaries (collectively and individually,
"Employees"). Nothing in the Plan or in any agreement thereunder shall confer
any right on an Employee or key vendor of goods and services to continue in the
employ of the Corporation or shall interfere in any way with the right of the
Corporation or its subsidiaries, as the case may be, to terminate his employment
at any time.

<PAGE>
4. SHARES SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 7, an aggregate of shares of
Common Stock shall be available for issuance under the Plan. The shares of
Common Stock deliverable upon the exercise of Options may be made available from
authorized but unissued Shares or Shares reacquired by the Corporation,
including Shares purchased in the open market or in private transactions. If any
Option granted under the Plan shall terminate for any reason without having been
exercised or settled in Common Stock or in cash pursuant to related Common Stock
appreciation rights, the Shares subject to, but not delivered under, such Option
shall be available for other Options.

5. GRANT TERM AND CONDITIONS OF OPTIONS

The Board or if so designated the Committee, may from time to time after
consultation with management select employees to whom Stock Options shall be
granted. The Options granted may be incentive Stock Options ("Incentive Stock
Options") within the meaningor Section 422 of the Internal Revenue Code, as
amended (the "Code"), or non-statutory; Stock Options ("Non-statutory Stock
Options"), whichever the Board, or if so designated the Committee-, shall
determine, subject to the following terms and conditions:

(a) Price - The purchase price per share of Common Stock deliverable upon
-----
exercise of each Incentive Stock Option shall not be less than 100 percent of
the Fair Market Value of the Common Stock on the date such Option is granted.
Provided, however, that if an Incentive Stock Option is issued to an individual
who owns, at the time of grant, more than ten percent (10%) of the total
combined voting power of all classes of the Company's Common Stock, the exercise
price of such Option shall be at least 110 % of the Fair Market Value of the
Common Stock on the date of grant and the term of the Option shall not exceed
five years from the date of grant. The Option price of Shares subject to
Non-statutory Stock Options shall be determined by the Board of Directors or
Committee in its absolute discretion at the time of grant of such. Option,
provided that such price shall not be less than 85% ; of the Fair Market Value
of the Common Stock at the time of grant. For purposes of this plan, Fair Market
Value shall be: (i) the average of the closing Bid and Ask prices for the Common
Stock on the date in question.

(b) Payment - Options may be exercised only upon payment of the purchase
-------
price thereof in full. Such payment shall be made in such form of consideration
as the Board or Committee determines and may vary for each Option. Payment may
consist of cash, check, notes, delivery of shares of Common Stock having a fair
market value on the date of surrender equal to the aggregate exercise price, or
any combination of such methods or other means of payment permitted under the
New Jersey Business Corporation Act.

(c) Term of Options - The term during which each Option may be exercised
-----------------
shall be determined by the Board, or if so designated the Committee, provided
that an Incentive Stock Option shall not be exercisable in whole or in-part more
than 10 years from the date it is granted. All rights to purchase Common Stock
pursuant to an Option shall, unless sooner terminated, expire at the date
designated by the Board or, if so designated the Committee.

The Board, or if so designated the Committee, shall determine the date on which
each Option shall become exercisable and may provide that an Option shall become
exercisable in installments. The Shares comprising each installment may be
purchased in whole or in part at any time after such installment becomes
purchasable, except that the exercise, of Incentive Stock Options shall be
further restricted as set forth herein. The Board, or if so designated the
Committee, may in its sole discretion, accelerate the time at which any Option
may be exercised in whole or in part, provided that no Option shall be
exercisable until one year after grant.

<PAGE>
(d) Limitations on Grants - The aggregate Fair Market Value (determined at
-----------------------
the time the Option is granted) of the Common Stock with respect to which the
Incentive Stock Option is exercisable for the first time by an Optionee during
any calendar year (under all plans of the Company and its parent or any
subsidiary of the Corporation) shall not exceed $100,000. The foregoing
limitation shall be modified from time to time to reflect any changes in Section
422 of the Code and any regulations promulgated thereunder setting forth such
limitations.

(e) Termination of Employment
---------------------------

(i) If the employment of an Employee by the Company or a subsidiary corporation
of the Company shall be terminated voluntarily by the Employee or for cause by
the Company, then his Option shall expire forthwith. Except as provided in
subparagraphs (ii) and (iii) of this Paragraph (e), if such employment shall
terminate for any other reason, then such Option may be exercised at any time
within three (3) months after such termination, subject to the provisions of
subparagraph (iv) of this Paragraph (e). For purposes of this subparagraph, an
employee who leaves the employ of the Company to become an employee of a
subsidiary corporation of the Company or a corporation (or subsidiary or parent
corporation of the corporation) which has assumed the Option of the Company as a
result of a corporate reorganization, etc., shall not be considered to have
terminated his employment.

(ii) If the holder of an Option under the Plan dies (a) while employed by, or
while serving as a non-employee Director for, the Company or a subsidiary
corporation of the Company, or (b) within three (3) months after the termination
of his employment or services other than voluntarily by the employee or
non-employee Director, or for cause, then such Option may, subject to the
provisions of subparagraph (iv) of this Paragraph(e), be exercised by the estate
of the employee or non-employee Director or by a person who acquired the right
to exercise such Option by bequest or inheritance or by reason of the death of
such employee or non-employee Director at any time within one (1) year after
such death.

(iii) If the holder of option under the Plan ceases employment because of
permanent or total disability (within the meaning of Section 22 (e) (3) of the
Code) while employed by the Company or a subsidiary corporation of the Company,
then such Option may, subject to the provisions of subparagraph (IV) of this
paragraph e, be exercised at any time within one year after his termination of
employment due to disability.

(iv) An Option may not be exercised pursuant to this Paragraph (e), except to
the extent that the holder was entitled to exercise the Option at the time of
termination of employment, termination of directorship, or death, and in any
event may not be exercised after the expiration of the Option. For purpose of
this Paragraph (e), the employment relationship of an employee of the Company or
of a subsidiary corporation of the company will be treated as continuing intact
while he is on military or sick leave or other bona fide leave of absence (such
as temporary employment by the Government) if such leave does not exceed ninety
(90) days, or, if longer, so long as his right to reemployment is guaranteed
either by statute or by contract.

<PAGE>
(f) Nontransferability of Options - No Option shall be transferable by a
-------------------------------
Holder otherwise than by will or the laws of descent and distribution, and
during the Lifetime of the Employee to whom an Option is granted it may be
exercised only by the employee, his guardian or legal representative if
permitted by Section 422 and related sections of the Code and any regulations
promulgated thereunder.

(g) Listing and Registration - Each Option shall be subject to the
--------------------------
requirement that if at any time the Board, or if so designated the Committee,
shall determine, in its discretion, the listing, registration or qualification
of the Common Stock subject to such Option upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issue or purchase of Shares thereunder,
no such Option may be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board, or if so designated
the Committee.

(h) Option Agreement - Each Employee to whom an Option is granted shall
-----------------
enter into an agreement with the Corporation which shall contain such
provisions, consistent with the provisions of the Plan, as may be established by
the Board, or if so designated the Committee.

(i) Withholding - Prior to the delivery of certificates for shares of Common
-----------
Stock the Corporation or a subsidiary shall have the right to require a payment
from an Employee to cover any applicable withholding or other employment taxes
due upon the exercise of an Option. An Optionee may make such payment either (i)
in cash, (ii) by authorizing the Company to withhold a portion of the stock
otherwise issuable to the Optionee, (iii) by delivering already-owned Common
Stock, or (iv) by any combination of these means.

6. STOCK APPRECIATION RIGHTS

The Board or Committee may grant stock appreciation rights (" SARs ") in
connection with all or any part of an Option g-ranted under the Plan, either
concurrently with the grant of the Option or at any time thereafter, and may
also -grant SARs independently of Options.

(a) SARs Granted in Connection with an Option - A SAR granted in connection
------------------------------------------
with an Option entitles the Optionee to exercise the SAR by surrendering to the
Company, unexercised, the underlying Option. The Optionee receives in exchange
from the Company an amount equal to the excess of (x) the Fair Market Value on
the date of surrender of the underlying Option (y) the exercise price of the
Common Stock covered by the surrendered portion of the Option.

When a SAR is exercised, the underlying Option, to the extent surrendered,
ceases to be exercisable, and the number of Shares available for issuance under
the Plan is reduced correspondingly.

A SAR is exercisable only when and to the extent the underlying Option is
exercisable and expires no later than the date on which the underlying Option
expires. Notwithstanding the foregoing, neither an SAR nor a related Option may
be exercised during the first six (6) months of its respective term: provided,
however, that this limitation will not apply if the Optionee dies or is disabled
within such six (6) month period.

<PAGE>
(b) Independent SARs - The Board or the Committee may grant SARs without
----------------
related Options. Such an SAR will entitle the Optionee to receive from the
company on exercise of the SAR an amount equal to the excess of (x) the fair
market value of the Common Stock covered by the exercised portion of the SAR, as
of the date of such exercise, over (y) the fair market value of the Common Stock
covered by the exercised portion of the SAR as of the date on which the SAR was
granted.

SARs shall be exercisable in whole or in part at such times as the Board or the
Committee shall specify in the Optionee's SAR grant or agreement.
Notwithstanding the foregoing, an SAR may not be exercised during the first six
(6) months of its term: provided, however, that this limitation will not apply
if the Optionee dies or is disabled within such six (6) month period.

(c) Payment on exercise - The Company's obligations arising upon the
---------------------
exercise of a SAR may be paid in cash or Common Stock, or any combination of the
same, as the Board or the Committee may determine. Shares issued on the exercise
of a SAR are valued at their fair market value as of the date of exercise.

(d) Limitation on Amount paid on SAR Exercise - The Board or the Committee
-------------------------------------------
may in its discretion impose a limit on the amount to be paid on exercise of a
SAR. In the event such a limit is imposed on a SAR granted in connection with an
Option, the Limit will not restrict the exercisability of the underlying Option.

(e) Persons Subject to 16(b) - An Optionee subject to Section 16(b) of the
--------------------------
Securities Exchange Act of 1934, may only exercise an SAR during the period
beginning on the third and ending on the twelfth business day following the
Company's public release of quarterly or annual summary statements of sales and
earnings and in accordance with all other provisions of Section 16(b).

(f) Non-Transferability of SARs - An SAR is non-transferable by the Optionee
---------------------------
other than by will or the laws of descent and distribution, and is exercisable
during the Optionee's lifetime only by the Optionee, or, in the event of death,
by the Optionee's estate or by a person who acquires the right to exercise the
Option by bequest or inheritance.

(g) Effect on Shares in Plan - When an SAR is exercised, the aggregate
------------------------
number of shares of Common Stock available for issuance under the Plan will be
reduced by the number of underlying shares of Common Stock as to which the SAR
is exercised.

7. ADJUSTMENT OF AND CHANGES IN COMMON STOCK

In the event of a reorganization, recapitalization, stock split, stock dividend,
combination of Shares, merger, consolidation, distribution of assets, or any
other changes in the corporate structure or Shares of the Corporation, the
Board, or if so designated the Committee, shall make such adjustments as it
deems appropriate in the number and kind of Shares and SARs; authorized by the
Plan, in the number and kind of Shares covered by the Options granted and m the
exercise price of outstanding Options and SARs.

<PAGE>
8. MERGERS, SALES AND CHANGE OF CONTROL

In the case of (i) any merger, consolidation or combination of the Corporation
with or into another corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing corporation and which
does not result in its outstanding Common Stock being converted into exchanged
for different securities, cash or other property, or any combination thereof) or
a sale of all or substantially all of the business or assets of the Corporation
or (ii) a Change in Control (as defined below) of the Corporation, each Option
or SAR then outstanding for one year or more shall (unless the Board, or if so
designated the Committee, determines otherwise), receive upon exercise of such
Option or SAR an amount equal to the excess of the Fair Market Value on the date
of such exercise of (a) the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect
of a share of Common Stock, in the cases covered by clause (i) above, or (b) the
final tender offer price in the case of a tender offer resulting in a Change in
Control or (c) the value of the Common Stock covered by the Option or SAR as
determined by the Board, or if so designated the Committee, in the case of a
Change in Control by reason of any other event, over the exercise price of such
Option, multiplied by the number of shares of Common Stock with respect to which
such Option or SAR shall have been exercised provided that in each event the
amount payable in the case of an Incentive Stock Option. shall be Limited to the
maximum permissible amount necessary to preserve the Incentive Stock Option
status. Such amount may be payable fully in cash, fully in one or more of the
kind or kinds or property payable in such merger, consolidation or combination,
or partly in cash and partly in one or more such kind or kinds of property, all
in the discretion of the Board or if so designated the Committee.

Any determination by the Board, or if so designated the Committee, made pursuant
to this Section 8 may be made as to all outstanding Options and SARs or only as
to certain Options and SARs specified by the Board, or if so designated the
Committee and any such determination shall be made (a) in cases covered by
clause (i) above, prior to the occurrence of such event, (b) in the event of a
tender or exchange offer, prior to the purchase of any Common Stock pursuant
thereto by the offeror and (c) in the case of a Change in Control by reason of
any other event, just prior to or as soon as practicable after such Change in
Control.

9. NO RIGHTS OF SHAREHOLDERS

Neither an Employee nor the Employee's legal representative shall be, or have
any of the rights and privileges of, a shareholder of the Corporation in respect
of any Shares purchasable upon the exercise of any Option, in whole or. in part,
unless and until certificates for such Shares shall have been issued.

<PAGE>
10. PLAN AMENDMENTS

The plan may be amended by the Board, as it shall deem advisable, or to conform
to any change in any law or regulation applicable thereto; provided, that the
Board may not, without the authorization and approval of shareholders: (i)
increase the aggregate number of Shares available for Options except as
permitted by Section. 7; (ii) Materially increase the benefits accruing to
participants under this Plan; (iii) extend the maximum period during which an
Option may be exercised; or (iv) change the Plan's eligibility requirements. Any
discrepancy between the Board and any committee regarding this Plan shall be
decided in any manner directed by the Board.

11. TERM OF PLAN

The Plan shall become effective upon its approval by the Corporation
shareholders. No Options or SARs shal1 be granted under the Plan after the date
which is ten years after the date on which the Plan was approved by the Board of
Directors.

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