UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange
Act of
1934
Date of
Report (Date of Earliest Event Reported):
June 22,
2010
MEASUREMENT
SPECIALTIES, INC.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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1-11906
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22-2378738
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(State
or other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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1000
Lucas Way, Hampton, VA 23666
(Address
of principal executive offices) (Zip Code)
(757)
766-1500
Registrant's
telephone number, including area code
Not
applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR
240.13e- 4(c))
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Item 4.01. Change in Registrant’s Certifying
Accountant
Dismissal
of previous independent registered public accounting firm:
The Audit
Committee (the “Audit Committee”) of the Board of Directors of Measurement
Specialties, Inc. (the “Company”), determined that it was in the best interests
of the Company to change its independent registered public accounting firm and,
in connection therewith, dismissed KPMG LLP (“KPMG”) as the Company’s
independent registered public accounting firm. This dismissal was approved by
the Audit Committee and became effective on June 22, 2010.
The audit
reports of KPMG on the consolidated financial statements of the Company as of
and for the fiscal years ended March 31, 2010 and March 31, 2009, did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principle, except that
KPMG LLP's report on the consolidated financial statements of the Company as of
and for the year ended March 31, 2009, contained a separate paragraph stating
that, “As discussed in note 2 to the consolidated financial statements,
Measurement Specialties, Inc. adopted the provisions of Financial Accounting
Standards Board Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, effective April 1, 2007.”
The audit reports of KPMG LLP on the
effectiveness of internal control over financial reporting as of March 31, 2010
and 2009 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles, except that KPMG LLP’s reports on the effectiveness of internal
control as of March 31, 2010 and 2009 indicated that management’s assessment of
and conclusion on the effectiveness of internal controls over financial
reporting excluded the evaluation of internal controls for the Company’s joint
venture in Japan, Nikkiso-THERM (NT). NT is an entity consolidated
pursuant to FIN 46R. The Company does not have the ability to dictate or modify
the controls of NT, and the Company does not have the ability, in practice, to
assess those controls. At March 31, 2010 and 2009, NT represented $5,108,000 and
$5,525,000, respectively, in total assets and $4,582,000 and $4,090,000
respectively, in net sales. Additionally, KPMG LLP’s audit report on the
effectiveness of internal control as of March 31, 2009 indicated that
management’s assessment of and conclusion on the effectiveness of internal
controls over financial reporting excluded the evaluation of internal
controls for the Company’s recent acquisitions of RIT SARL (“Atexis”) and FGP
Instrumentation, GS Sensors and ALS (collectively “FGP”) during
2009. At March 31, 2009, Atexis and FGP represented $11,465,000 in
total assets, excluding goodwill and intangible assets resulting from these
acquisitions, and $3,215,000 in net sales.
During
the fiscal years ended March 31, 2010 and March 31, 2009 and the subsequent
period through June 22, 2010, there were no disagreements with KPMG on any
matter of accounting principles, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
KPMG would have caused them to make reference thereto in KPMG’s audit reports on
the financial statements of the Company for such fiscal years.
During
the fiscal years ended March 31, 2010 and March 31, 2009 and the subsequent
period through June 22, 2010, there were no “reportable events” (as defined in
Regulation S-K Item 304(a)(1)(v)).
Engagement
of new independent registered public accounting firm:
On June
22, 2010 the Audit Committee approved the engagement of Ernst & Young LLP
(“E&Y”) to serve as the Company’s independent registered public accounting
firm for the Company’s fiscal year ending March 31, 2011. The engagement was
effective June 22, 2010. The decision to change the Company’s principal
independent accountants was the result of the Audit Committee’s determination
that it was in the best interests of the Company.
During
the fiscal years ended March 31, 2010 and March 31, 2009 and the subsequent
period through June 22, 2010, the Company did not consult with E&Y regarding
either:
(a) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company’s financial statements, nor did E&Y provide written or oral
advice to the Company that E&Y concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue; or
(b) any
matter that was either the subject of a “disagreement” (as defined in Regulation
S-K Item 304(a)(1)(iv) and the related instructions), or a “reportable
event” (as defined in Regulation S-K Item 304(a)(1)(v)).
Letter
of KPMG LLP
The
Company provided KPMG with a copy of this Current Report on Form 8-K, and
requested that KPMG furnish the Company with a letter addressed to the U.S.
Securities and Exchange Commission stating whether KPMG agrees with the
disclosure contained in this Current Report on Form 8-K or, if not, stating the
respects in which it does not agree. The Company has received the requested
letter from KPMG and a copy of KPMG’s letter is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
16.1 Letter
of KPMG LLP, dated June 28, 2010, regarding change in independent registered
public accounting firm.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Measurement
Specialties, Inc.
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(Registrant)
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/s/
Mark Thomson
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Mark
Thomson
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Chief
Financial Officer
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Date: June
28, 2010