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):

August 26, 2014

MEASUREMENT SPECIALTIES, INC.

(Exact name of registrant as specified in its charter)

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):

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 26, 2014, Measurement Specialties, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider and vote on the following proposals, each of which is described in detail in the Company’s proxy statement dated July 24, 2014: (i) to approve and adopt the Agreement and Plan of Merger, dated as of June 18, 2014, as it may be amended from time to time (the “Merger Agreement”), by and among the Company, TE Connectivity Ltd. and Wolverine-Mars Acquisition, Inc., a wholly owned indirect subsidiary of TE, pursuant to which Wolverine-Mars will merge with and into the Company, with the Company surviving the merger as a wholly owned indirect subsidiary of TE (the “Merger”), (ii) to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve and adopt the Merger Agreement and (iii) to approve, by a non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger.

The proposal to approve and adopt the Merger Agreement was approved by the Company’s shareholders. The final report of the votes for this proposal was as follows:

As a result of the above, the proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve and adopt the Merger Agreement, was mooted.

The proposal to approve, by a non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger, was approved by the Company’s shareholders. The final report of the votes for this proposal was as follows:

Item 8.01. Other Events.

On August 26, 2014, the Company issued a press release announcing that the Company’s shareholders voted to approve and adopt the Merger Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

Exhibit 99.1

Measurement Specialties Shareholders Approve Merger with TE Connectivity

Hampton, VA, August 26, 2014 – Measurement Specialties, Inc. (Nasdaq: MEAS) (the “Company”) today announced that at the special meeting of shareholders held today (the “Special Meeting”), the Company’s shareholders voted to approve the proposed acquisition of the Company by TE Connectivity Ltd (NYSE: TEL) (“TE”).

As previously announced on June 18, 2014, the Company and TE entered into a definitive merger agreement for TE to acquire the Company for $86.00 per share in cash. At today’s Special Meeting, 14,492,833 shares were represented, which constituted a quorum. Approximately 92 percent of the votes cast voted in favor of the approval and adoption of the merger agreement.

The approval and adoption of the merger agreement by the Company’s shareholders satisfies one of the conditions necessary for the proposed transaction to close. The closing of the transaction remains subject to certain regulatory approvals and other customary closing conditions, and is expected to occur in the 2014 calendar year.

Company Contact: Mark Thomson, CFO, (757) 766-4224

About Measurement Specialties

Measurement Specialties, Inc. (MEAS) designs and manufactures sensors and sensor-based systems to measure precise ranges of physical characteristics such as measuring pressure, linear/rotary position, force, torque, piezoelectric polymer film sensors, custom microstructures, load cells, vibrations and acceleration, optical absorption, humidity, gas concentration, gas flow rate, temperature, fluid properties and fluid level. MEAS uses multiple advanced technologies - piezoresistive silicon, polymer and ceramic piezoelectric materials, application specific integrated circuits, micro-electromechanical systems (“MEMS”), foil strain gauges, electromagnetic force balance systems, fluid capacitive devices, linear and rotational variable differential transformers, anisotropic magneto-resistive devices, electromagnetic displacement sensors, hygroscopic capacitive structures, ultrasonic measurement systems, optical measurement systems, negative thermal coefficient (“NTC”) ceramic sensors, 3-6 DOF (degree of freedom) force/torque structures, complex mechanical resonators, magnetic reed switches, high frequency multipoint scanning algorithms, and high precision submersible hydrostatic level detection – to engineer sensors that operate precisely and cost effectively.

Statement on Cautionary Factors

Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by, followed by, or that include the words “future”; “anticipate”; “potential”; “believe”; or similar statements are forward-looking statements. Risks and uncertainties include uncertainties as to the timing of the proposed transaction; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; the effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers, business partners or governmental entities; as well as risks detailed from time to time in Measurement Specialties’ public disclosure filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and subsequent quarterly filings on Form 10-Q. The information contained herein speaks only as of the date of this communication. Measurement Specialties disclaims any intent or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release or otherwise, except as expressly required by law. Copies of Measurement Specialties’ public disclosure filings are available from its investor relations department.