US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8 - K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 18, 2000
MEASUREMENT SPECIALTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 0-16085 22-2378738
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
80 LITTLE FALLS ROAD, FAIRFIELD, NEW JERSEY 07004
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(973) 808-1819
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(ISSUER'S TELEPHONE NUMBER)
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
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ITEM 4. CHANGES IN THE COMPANY'S CERTIFYING ACCOUNTANTS
(a) Previous Independent Accountants
(i) Measurement Specialties Inc. (the "Company") advised
representatives of Grant Thornton LLP ("Grant Thornton") that their firm would
no longer be engaged as the independent accountants to audit the Company's
financial statements for the fiscal year ending March 31, 2001 and terminated
the relationship effective September 18, 2000.
(ii) Grant Thornton's reports on the financial statements for the past
two fiscal years of the Company did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
(iii) The decision to change the accountants was recommended by the
Company's management and separately approved by the Audit Committee of the Board
of Directors and the Board of Directors of the Company.
(iv) In connection with its audits for the two most recent fiscal
years ended March 31, 1999 and 2000 and through September 18, 2000, there have
been no disagreements with Grant Thornton on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which disagreement, if not resolved to the satisfaction of Grant Thornton, would
have caused it to make a reference to the subject matter of the disagreement in
connection with its report on the financial statements for each years or interim
periods.
(v) During the Company's two most recent fiscal years, and during the
subsequent interim periods, no "reportable events" (as described in Item 304 (a)
(1) (v) of Regulation S-K) have occurred.
(vi) The Company has requested that Grant Thornton furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not Grant Thornton agrees with the statements made by the Company above in
response to Item 304 of Regulation S-K. A copy of such letter, dated September
22, 2000, is included as Exhibit 1 of this Form 8-K.
(b) New Independent Accountants
(i) The Company engaged Arthur Andersen LLP as its new independent
accountants effective September 18, 2000. During the two most recent fiscal
years and through September 18, 2000, the Company has not consulted with Arthur
Andersen LLP concerning the Company's financial statements, including the
application of accounting principles to a specified transaction (proposed or
completed) or the type of audit opinion that might be rendered on the Company's
financial statements or any matter that was either the subject of a
"disagreement" or "reportable event" (as such terms are defined in Item 304 of
Regulation S-K) with the previous independent accountants.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MEASUREMENT SPECIALTIES, INC.
(Registrant)
Kirk J. Dischino
Date: September 28, 2000 Chief Financial Officer
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EXHIBIT 1
GRANT THORNTON
ACCOUNTANTS AND
MANAGEMENT CONSULTANTS
Grant Thornton LLP
The US Member Firm of
Grant Thornton International
September 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Measurement Specialties, Inc.
File Number: 001-11906
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Measurement Specialties Inc. dated
September 18, 2000, and agree with the statements contained therein.
Very truly yours,
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
399 Thornall Street
Edison, NJ 08837
Tel: 732 516-5500
Fax: 732 516-5502
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