UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 49984 / July 8, 2004

ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2050 / July 8, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11539

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted against Kirk J. Dischino ("Dischino" or "Respondent") pursuant to Rule 102(e)(3)(i) of the Commission's Rules of Practice.¹

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.3., below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. At all relevant times, Dischino, age 45, was the chief financial officer of Measurement Specialties, Inc. ("MSI"), and a certified public accountant licensed to practice in the State of New Jersey.

2. MSI was, at all relevant times, a New Jersey corporation with its principal place of business in Fairfield, New Jersey. MSI designs, manufactures and markets a variety of sensors for electronic, automotive, military and other uses. At all relevant times, MSI's common stock was registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and traded on the American Stock Exchange.

3. On June 30, 2004 Dischino was permanently enjoined by the United States District Court for the District of New Jersey in SEC v. Kirk J. Dischino, et al., 04 Civ. 3000 (KSH), from violating Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Exchange Act, and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and, pursuant to Section 20(a) of the Exchange Act, from controlling any person who violates Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11and 13a-13 thereunder. Dischino was also ordered to pay disgorgement in the amount of $215,734, together with prejudgment interest thereon in the amount of $21,932, a civil penalty in the amount of $215,734, and was permanently barred from serving as an officer or director of a public company.

4. The Commission's complaint in the above-referenced action alleged, among other things, that: (a) for almost two years, Dischino fraudulently caused MSI to materially overstate its earnings in its financial reports by capitalizing overhead expenses into inventory in a manner inconsistent with generally accepted accounting principles; and (b) Dischino fraudulently caused MSI to conceal the company's September 30, 2001 default on its credit agreements. As a result of Dischino's fraudulent conduct, MSI's financial statements covering the period June 30, 2000 through September 30, 2001 were false and misleading. These financial statements were contained in MSI's periodic reports and other public filings. The Commission's complaint further alleged that Dischino engaged in insider trading, selling 40,000 shares of MSI stock between December 19 and December 26, 2001, while in possession of material, non-public information about MSI's earnings and inventory, and its default. Through this sale of MSI stock, Dischino avoided losses of $215,734.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction agreed to in Respondent Dischino's Offer.

Accordingly, it is hereby ORDERED, effective immediately, that Dischino is suspended from appearing or practicing before the Commission as an accountant.

By the Commission.

Endnotes

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¹ Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder.

http://www.sec.gov/litigation/admin/34-49984.htm