SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
MESA LABORATORIES, INC.
(Name of Registrant as Specified In Its Charter)
ANDREW N. BERNSTEIN, ESQ.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) 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 0-11:1
4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is
calculated and state how it was determined.
[ ] 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:
MESA LABORATORIES, INC.
12100 West Sixth Avenue
Lakewood, Colorado 80228
Telephone: (303) 987-8000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, October 4, 1996
To the Shareholders:
PLEASE TAKE NOTICE that the Annual Meeting of
Shareholders of Mesa Laboratories, Inc. (the
"Company") will be held at the Company's offices at 12100
West Sixth Avenue, Lakewood, Colorado
80228, on Friday, October 4, 1996, at 3:00 p.m., local time,
for the following purposes:
1. To elect five directors to hold office for the
term specified in the Proxy Statement or until
their successors are elected and qualified;
2. To approve the establishment of the outside
directors stock option plan for the benefit of
the outside directors of the Company (the "Outside Directors
Stock Option Plan Proposal"); and
3. To transact such other business as may properly
come before the Meeting or any
adjournment or adjournments thereof.
The Board of Directors has fixed the close of business
on August 7, 1996, as the record date for the
determination of shareholders entitled to notice of and to
vote at the meeting and at any adjournment or
adjournments thereof.
A Proxy Statement which describes the foregoing
proposals and a form of Proxy accompany this
Notice.
By Order of the
Board of Directors
Dated: August 9, 1996 Steven W.
Peterson
Secretary
IMPORTANT
Whether or not you expect to attend the Meeting, you
are urged to execute the
accompanying proxy and return it promptly in the enclosed
reply envelope which requires no
postage. Any shareholder granting a proxy may revoke the
same at any time prior to its exercise.
Also, whether or not you grant a proxy, you may vote in
person if you attend the Meeting.
MESA LABORATORIES, INC.
12100 West Sixth Avenue
Lakewood, Colorado 80228
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, October 4, 1996
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the
Board of Directors of Mesa Laboratories, Inc.
(the "Company") for use at the Annual Meeting of
Shareholders of the Company to be held on Friday,
October 4, 1996, and at any adjournment or adjournments
thereof. In addition to the use of the mails,
proxies may be solicited by personal interview, telephone or
telegraph by officers, directors and other
employees of the Company, who will not receive additional
compensation for such services. The Company
may also request brokerage houses, nominees, custodians and
fiduciaries to forward the soliciting material to
the beneficial owners of stock held of record and will
reimburse such persons for forwarding such material
at the rates suggested by the New York Stock Exchange. The
Company will bear the cost of this
solicitation of proxies. Such costs are expected to be
nominal. Proxy solicitation will commence with the
mailing of this Proxy Statement on or about August 9, 1996.
Execution and return of the enclosed proxy will not
affect a shareholder's right to attend the
Meeting and to vote in person. Any shareholder executing a
proxy retains the right to revoke it at any time
prior to exercise at the Meeting. A proxy may be revoked by
delivery of written notice of revocation to the
Secretary of the Company, by execution and delivery of a
later proxy or by voting the shares in person at
the Meeting. A proxy, when executed and not revoked, will
be voted in accordance with the instructions
thereon. In the absence of specific instructions, proxies
will be voted by the person named in the proxy
"FOR" the election as directors of those nominees named in
the Proxy Statement, "FOR" the proposal to
approve the establishment of the Outside Directors Stock
Option Plan, and in accordance with his best
judgment on all other matters that may properly come before
the Meeting.
The enclosed proxy provides a method for shareholders
to withhold authority to vote for any one or
more of the nominees for director while granting authority
to vote for the remaining nominees. The names
of all nominees are listed on the proxy. If you wish to
grant authority to vote for all nominees, check the
box marked "FOR." If you wish to withhold authority to vote
for all nominees, check the box marked
"WITHHOLD." If you wish your shares to be voted for some
nominees and not for one or more of the
others, check the box marked "FOR" and indicate the name(s)
of the nominee(s) for whom you are
withholding the authority to vote by writing the name(s) of
such nominee(s) on the proxy in the space
provided.
PURPOSE OF MEETING
As stated in the Notice of Annual Meeting of
Shareholders accompanying this Proxy Statement, the
business to be conducted and the matters to be considered
and acted upon at the Meeting are as follows:
1. To elect five directors to hold office for the
term specified herein or until their successors
are elected and qualified;
2. To approve the establishment of the outside
directors stock option plan for the benefit of
the outside directors of the Company (the "Outside Directors
Stock Option Plan Proposal"); and
3. To transact such other business as may properly
come before the Meeting or any
adjournment or adjournments thereof.
VOTING AT MEETING
The voting securities of the Company consist solely of
common stock, no par value per share (the
"Common Stock").
The record date for shareholders entitled to notice of
and to vote at the Meeting is the close of
business on August 7, 1996, at which time the Company had
outstanding and entitled to vote at the meeting
4,327,151 shares of Common Stock. Shareholders are entitled
to one vote, in person or by proxy, for each
share of Common Stock held in their name on the record date.
Shareholders representing a majority of the Common
Stock outstanding and entitled to vote must be
present or represented by proxy to constitute a quorum. The
election of directors and approval of the
Outside Directors Stock Option Plan Proposal each will
require the affirmative vote of the holders of a
majority of the Common Stock present or represented by proxy
at the Meeting and entitled to vote thereon.
Cumulative voting for directors is not authorized and
proxies cannot be voted for more than five nominees.
STOCK OWNERSHIP
The following table sets forth the number of shares of
Common Stock owned beneficially as of
March 31, 1996, by each person known by the Company to have
owned beneficially more than five percent
of such shares then outstanding, by each officer and
director of the Company and by all of the Company's
officers and directors as a group. This information gives
effect to securities deemed outstanding pursuant to
Rule 13d-3(d)(1) under the Securities Exchange Act of 1934,
as amended. As far as is known to
management of the Company, no person owns beneficially more
than five percent of the outstanding shares
of Common Stock as of March 31, 1996 except as set forth
below.
<TABLE>
<CAPTION>
<S> <C> <C>
Amount and Percentage of
Name of Beneficial Nature of Class Benefi-
Owner(1) Beneficial Owner cially Owned
Luke R. Schmieder 516,517 (2) 11.9
Steven W. Peterson 61,715 (3) 1.4
Paul D. Duke 182,774 (4) 4.2
H. Stuart Campbell 56,000 (5) 1.3
Philip D. Quedenfeld 176,241 (6) 4.1
G. Lee Southard 79,000 (7) 1.8
All officers and 1,072,247(8) 24.2
directors as a group
(6 in number)
__________
(1) The business address for each person identified herein
is 12100 West Sixth Avenue, Lakewood,
Colorado 80228.
(2) Includes 20,000 shares which Mr. Schmieder has the
right to acquire within 60 days by exercise of
stock options.
(3) Includes 18,000 shares which Mr. Peterson has the right
to acquire within 60 days by exercise of
stock options.
(4) Includes 20,000 shares which Mr. Duke has the right to
acquire within 60 days by exercise of stock
options.
(5) Includes 20,000 shares which Mr. Campbell has the right
to acquire within 60 days by exercise of
stock options.
(6) Includes 20,000 shares which Mr. Quedenfeld has the
right to acquire within 60 days by exercise of
stock options.
(7) Includes 20,000 shares which Dr. Southard has the right
to acquire within 60 days by exercise of
stock options.
(8) Includes 118,000 shares which the officers and
directors of the Company as a group have the right
to acquire within 60 days by exercise of stock options.
</TABLE>
BOARD OF DIRECTORS
The Board of Directors has the responsibility for
establishing broad corporate policies and for the
overall performance of the Company, although it is not
involved in day-to-day operating details. The Board
meets regularly throughout the year, including the annual
organization meeting following the Annual Meeting
of Shareholders, to review significant developments
affecting the Company and to act upon matters
requiring Board approval. It also holds special meetings as
required from time to time when important
matters arise requiring Board action between scheduled
meetings. During the last fiscal year, the Board met
four times.
The Board of Directors has established Compensation and
Audit Committees to devote attention to
specific subjects and to assist it in the discharge of its
responsibilities. The functions of these committees,
their current members, and the number of meetings held
during the last fiscal year are described below.
The Compensation Committee consists of Messrs. Campbell
and Quedenfeld. Its function is to
recommend the compensation to be paid to the President and
certain other employees, and for the
development of policies on employee compensation and
benefits. The Compensation Committee met once
during the fiscal year ended March 31, 1996.
The Audit Committee consists of Messrs. Campbell and
Quedenfeld and Dr. Southard. The
functions of the Audit Committee are to recommend annually
to the Board of Directors the appointment of
the independent public accountants of the Company, discuss
and review the scope and the fees of the
prospective annual audit and review the results thereof with
the independent public accountants, review and
approve non-audit services of the independent public
accountants, review compliance with existing major
accounting and financial policies of the Company, review the
adequacy of the financial organization of the
Company and review management's procedures and policies
relative to the adequacy of the Company's
internal accounting controls and compliance with federal and
state laws relating to accounting practice. The
Audit Committee met once during the fiscal year ended March
31, 1996.
The Company does not have a nominating committee. The
functions customarily attributable to a
nominating committee are performed by the Board of Directors
as a whole.
No director attended fewer than 75 percent of the
aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by
all committees of the Board on which he
served except Dr. Southard, who attended 60 percent of all
such meetings.
Each non-employee director will be compensated
separately for service on the Board and is
reimbursed for expenses to attend Board meetings. Members
of the Audit and Compensation Committees
are not compensated separately for service on those
committees. In addition, non-employee directors
participate in the Outside Directors Stock Option Plan. See
"Executive Compensation - Compensation of
Directors."
ELECTION OF DIRECTORS
At the Meeting, five directors are to be elected. Each
director will be elected for a one-year term or
until his successor is elected and qualified.
Shares represented by properly executed proxies will be
voted, in the absence of contrary indication
therein or revocation thereof by the shareholder granting
such proxy, in favor of the election of the persons
named below as directors, to hold office for the term stated
in the preceding paragraph. The person named
as proxy in the enclosed proxy has been designated by
management and intends to vote for the election to
the Board of Directors of the persons named below, each of
whom is now a director of the Company. If
the contingency should occur that any such nominee is unable
to serve as a director, it is intended that the
shares represented by the proxies will be voted, in the
absence of contrary indication, for any substitute
nominee that management may designate. Management knows of
no reason why any nominee would be
unable to serve. The information presented herein with
respect to the nominees was obtained in part from
the respective persons, and in part from the records of the
Company.
<TABLE>
Nominees for Election as Directors
<CAPTION>
<S> <C> <S>
Name Age Position
Luke R. Schmieder 53 President, Chief Executive
Officer, Treasurer and Director
Paul D. Duke 54 Vice President and Director
H. Stuart Campbell 66 Director
Philip D. Quedenfeld 65 Director
G. Lee Southard, Ph.D. 59 Director
</TABLE>
Luke Schmieder attended Ohio State University and Ohio
University taking courses in mechanical
engineering and business management. Mr. Schmieder was
employed from 1970 to 1977 by Cobe
Laboratories, Inc. (manufacturer of dialysis and
cardiovascular equipment and supplies) as a designer and
process controller on various projects. From 1977 to 1982,
Mr. Schmieder served as president and
principal of a consulting company for product and process
development primarily in the medical field. Mr.
Schmieder has served as president and a director of the
Company since its inception in March 1982. Mr.
Schmieder devotes his full working time to the affairs of
the Company.
Paul Duke received his initial medical training while
on active duty with the United States Navy
and while attending the University of Alabama. Mr. Duke was
employed from 1965 to 1969 by the
University of Alabama Medical Center as chief hemodialysis
technician and was employed by Cobe
Laboratories, Inc. from 1969 to 1973 as field service and
training technician. From 1973 to 1979, he served
in various capacities for Cordis Dow Corporation
(manufacturer of pacemakers and hemodialysis equipment
and supplies), including sales, product management, European
training manager and national service
manager. From 1980 to 1982, Mr. Duke served as proprietor
and president of a consulting company
specializing in medical marketing, sales, service and
training. Mr. Duke has served as vice president and a
director of the Company since its inception in 1982. Mr.
Duke devotes his full working time to the affairs
of the Company.
H. Stuart Campbell received his Bachelor of Science
degree from Cornell University in 1951.
From 1960 through September 1982, Mr. Campbell served in
various capacities for Johnson & Johnson and
Ethicon, Inc., a domestic subsidiary of Johnson & Johnson.
From 1977 through September 1982, he was a
Company Group Chairman with Johnson & Johnson and served as
Chief Executive Officer and Chairman
of the Board of Directors of eight major corporate
subsidiaries. Mr. Campbell currently owns and serves as
an officer of Highland Packaging Labs, Inc., Somerville, New
Jersey (contract packaging business). He also
serves as a director of Isomedix, Inc., Whippany, New Jersey
(contract irradiation processing and medical
product sterilization), as a director of Atrix Laboratories,
Inc. (pharmaceutical and contract research and
development company) and as chairman of Biomatrix, Inc.,
Ridgefield, New Jersey (biomaterials
manufacturer). Mr. Campbell has served as a director of the
Company since May 1983 and devotes such
time as is necessary to the affairs of the Company.
Philip D. Quedenfeld received his Bachelor of Arts
degree in English from Lake Forest University
in 1954. At the time of his retirement in 1993, he was
employed as manager of a Sears Department Store.
He also served in numerous marketing and advertising
positions with Sears at both the headquarters and
field levels for more than 30 years. Mr. Quedenfeld has
served as a director of the Company since its
inception in March 1982 and devotes such time as is
necessary to the affairs of the Company.
G. Lee Southard received his Bachelor of Science degree
in chemistry from the Virginia Military
Institute in 1959, his Master of Science degree in chemistry
from George Washington University in 1962
and his Ph.D. degree in organic chemistry from the
University of North Carolina in 1965. From 1967 to
1976, Dr. Southard was the head of cosmetic research for Eli
Lilly and Company (pharmaceutical
manufacturer). Thereafter, until 1979, he served as the
director of exploratory research for Johnson &
Johnson Products, Inc. (manufacturer of medical and health
care products). From 1979 to January 1982,
Dr. Southard served as President of Southard Research
Associates, a research management consulting firm
in North Brunswick, New Jersey. Dr. Southard served as
Vice-President of Research of Vipont
Pharmaceutical, Inc. from 1982 through August 1987. Dr.
Southard currently serves as President and a
director of Atrix Laboratories, Inc. (pharmaceutical and
contract research and development company). Dr.
Southard has served as a director of the Company since May
1983 and devotes such time as is necessary to
the affairs of the Company.
None of the nominees has any family relationship with
each other or any other officer or director of
the Company. None of the nominees is being proposed for
election pursuant to any arrangement or
understanding between such nominee and any other person
except only the directors and executive officers
of the Company acting solely as such.
Based solely upon a review of Forms 3 and 4 and
amendments thereto furnished to the Company
pursuant to 240.16a-3(e) during its most recent fiscal
year and Forms 5 and amendments thereto furnished
to the Company with respect to its most recent fiscal year,
and any written representation from the reporting
person (as hereinafter defined) that no Form 5 is required,
the Company is not aware of any person who, at
any time during the fiscal year, was a director, officer,
beneficial owner of more than ten percent of any
class of equity securities of the Company registered
pursuant to Section 12 of the Exchange Act, or any
other person subject to Section 16 of the Exchange Act with
respect to the Company because of the
requirements of Section 30 of the Investment Company Act or
Section 17 of the Public Utility Holding
Company Act ("reporting person"), that failed to file on a
timely basis, as disclosed in the above Forms,
reports required by Section 16(a) of the Exchange Act during
the most recent fiscal year or prior fiscal
years.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS
THAT
THEY VOTE "FOR" THE ELECTION OF SUCH NOMINEES.
EXECUTIVE COMPENSATION
The following table, and its accompanying explanatory
footnotes, includes annual and long-term
compensation information on the Company's Chief Executive
Officer for services rendered in all capacities
during the fiscal years ended March 31, 1996, March 31, 1995
and March 31, 1994. No executive officer
received total annual salary and bonus for the fiscal year
ended March 31, 1996 in excess of $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term
Compensation
<S> <C> <C> <C> <C> <C>
Name and All
Principal Fiscal Options Other
Position Year Salary Bonus Granted Compensation
Luke R. 1996 $85,067 $11,000 5,000 -
Schmieder,
Chief 1995 $80,304 $10,030 5,000 $687(1)
Executive
Officer 1994 $77,908 $ 2,902 5,000 $620(1)
__________
(1) This amount reflects the premium paid by the Company
for a $100,000 term life insurance policy
for the benefit of Mr. Schmieder.
</TABLE>
The following summary table sets forth information
concerning grants of stock options made during
the fiscal year ended March 31, 1996 to the Company's Chief
Executive Officer.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
<S> <C> <C> <C> <C>
Percent of Total
Options Granted to
Options Employees in Fiscal Exercise Expiration
Name Granted Year Price Date
Luke R.
Schmieder 5,000 4% $2.75 March 31, 2000
</TABLE>
Compensation of Directors
The Company has adopted a nonqualified performance
stock option plan, approved by the
shareholders of the Company in October 1991, for the benefit
of the directors of the Company. The plan
provides that each director of the Company serving as a
director as of the first day after the end of the
Company's fiscal year shall be granted the option to
purchase 5,000 shares of Common Stock, provided that
the Company has achieved a net after-tax profit for the
immediately prior fiscal year then ended. The
purchase price of the Common Stock will be equal to the fair
market value of the Common Stock on the
date of grant. The date of grant is the first business day
in the month following the end of the Company's
most recently completed fiscal year. The fair market value
is an amount equal to 100% of the closing bid
price of the Common Stock on the over-the-counter market on
the date of grant.
On April 1, 1995, each of the five current directors of
the Company was granted, for the fiscal year
ended March 31, 1995, options to purchase 5,000 shares of
Common Stock at $2.75 per share.
The options are granted for a term of up to five years
and may be exercised at any time after one
year from the date of grant until the end of the fifth year
from the date of grant. Any optionee may pay the
exercise price by delivering shares of Common Stock with a
value equal to the exercise price. The
Company has reserved 150,000 shares of its authorized but
unissued Common Stock for possible issuance
pursuant to the plan.
On March 25, 1996, the Board of Directors adopted a new
nonqualified performance stock option
plan for the benefit of the Company's Outside Directors (the
"Outside Directors Stock Option Plan"). The
Outside Directors Stock Option Plan, which is subject to
shareholder approval, provides that the Outside
Directors will receive grants to be determined and approved
by the Company's inside directors and not to
exceed 20,000 options per year per director. Under the
terms of the plan, the options are exercisable for a
term of ten years, and during such term are exercisable as
follows: 25% after each year, and 100% anytime
after the fourth year until the end of the tenth year. The
purchase price of the Common Stock will be equal
to 100% of the closing bid price of the Common Stock on the
over-the-counter market on the date of grant.
Beginning in fiscal 1997, all outside directors will
receive cash compensation of $500 for each
Board of Directors meeting attended in person.
Incentive Stock Option Plans
The Company has adopted three incentive stock option
plans, approved by the shareholders of the
Company in September 1984, October 1989 and November 1993,
respectively, for the benefit of the
Company's employees. The plans are administered by the non-
participating members of the Board of
Directors, who select the optionees and determine the terms
and conditions of the stock option grant. The
exercise price for options granted under the plans cannot be
less than the fair market value of the stock at
the date of grant or 110% of such fair market value with
respect to options granted to any optionee who
holds more than 10% of the Common Stock. Options are not
exercisable until one year after the date of
grant and expire five years after the date of grant. All
outstanding options are subject to vesting provisions
whereby they become exercisable over a four-year period.
The plans authorize options to purchase up to
200,000, 300,000 and 300,000 shares of Common Stock,
respectively.
As of March 31, 1996, options to purchase a total of
327,405 shares were outstanding, at exercise
prices ranging from $2.19 to $4.38 per share. Further, as
of March 31, 1996, options to purchase an
aggregate of 201,000 shares remained available for grant
under the latter two plans. The plan adopted in
September 1984 was terminated effective June 1, 1993. No
options were granted during the fiscal year
ended March 31, 1996, pursuant to the Company's incentive
stock option plans, to any of the Company's
executive officers other than options to purchase 8,000
shares at $2.75 per share which were granted to
Steven W. Peterson, Vice President-Finance, Chief Financial
and Chief Accounting Officer and Secretary of
the Company.
Retirement Plan
No retirement, pension or profit sharing program has
been adopted by the Company. The
Company may offer stock bonuses, profit sharing or pension
plans to key employees or executive officers
of the Company in such amounts and upon such conditions as
the Board of Directors may in its sole
discretion determine.
THE OUTSIDE DIRECTORS STOCK OPTION PLAN PROPOSAL
On March 25, 1996, the Board of Directors adopted and
approved, subject to shareholder approval,
the Outside Directors Stock Option Plan (the "Plan"). The
Plan was adopted in order to enhance the
Company's ability to secure and retain highly qualified and
experienced individuals who are not regularly
salaried employees of the Company to serve as directors of
the Company. THE BOARD OF
DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE
"FOR" THE
APPROVAL OF THE ESTABLISHMENT AND ADOPTION OF THE OUTSIDE
DIRECTORS
STOCK OPTION PLAN.
The Plan provides generally that: (i) the purchase
price of the Common Stock under each option
granted shall not be less than the fair market value of the
Common Stock on the date of grant; (ii) no
director may be granted during any calendar year options to
purchase more than 20,000 shares of Common
Stock; (iii) no option may be granted for a period of
greater than ten years from the date of grant; and (iv) a
maximum of 150,000 shares of Common Stock have been
authorized and reserved for issuance under the
Plan.
Subject to shareholder approval of the Plan, the
Company has granted each of H. Stuart Campbell,
Philip Quedenfeld and G. Lee Southard nonqualified options
to purchase 4,000 shares at $7.00 per share
until April 1, 2006. Each of the foregoing options was
granted at an exercise price equal to the fair market
value of the Common Stock as of the date of grant. Further,
the options vest in 25% increments annually,
subject to earlier termination or extension. As of August
2, 1996, the last sales price of the Common Stock
was $7.00 per share.
If and to the extent that any option to purchase
reserved shares shall not be exercised by an outside
director for any reason or if such option to purchase shall
terminate as provided by the Plan, such shares
which have not been so purchased thereunder shall again
become available for the purposes of the Plan
unless the Plan shall have been terminated.
The Company has been advised that the federal income
tax consequences of the Plan to the
Company and the optionees, and possible exercise of options
granted under the Plan, will depend upon
future circumstances and possible changes in the tax laws.
The following summary discussion addresses
certain federal income tax consequences of the Plan. This
discussion does not purport to address all
of the tax consequences that may be applicable to any
particular outside director or to the
Company. In addition, this discussion does not address
foreign, state, or local taxes, nor does it
address federal taxes other than federal income tax. This
discussion is based upon applicable
statutes, regulations, case law, administrative
interpretations and judicial decisions in effect as of the
date of this Proxy Statement.
The income tax treatment of nonstatutory options is
governed by SEC. 83 of the Internal Revenue Code
of 1986, as amended. This Section basically provides that
if an option has a readily ascertainable fair
market value when granted, then the optionee must recognize
ordinary income at the time of grant but not at
the time of exercise or disposal; if an option does not have
a readily ascertainable fair market value when
granted, the optionee must recognize ordinary income at the
time of its exercise or disposal of the option but
not at the time of its grant. The Company will receive a
corresponding compensation deduction for the
amount included by the optionee as income in the same year
that the optionee includes such amount as
income. Consequently, whether a nonstatutory option has a
readily ascertainable fair market value at grant
will determine whether the grant or the exercise of the
nonstatutory option is the taxable event for the
optionee who rendered the services for which the option was
granted.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Ehrhardt Keefe Steiner & Hottman PC, Denver, Colorado,
conducted the audits of the Company's
accounting records since 1986 and the Board of Directors
expects to engage the same firm to audit the
Company's accounting records for the fiscal year ending
March 31, 1997. Ehrhardt Keefe Steiner &
Hottman PC has performed no accounting services for the
Company other than the audit of its financial
statements. It is the Company's understanding that Ehrhardt
Keefe Steiner & Hottman PC is obliged to
maintain audit independence as prescribed by the accounting
profession and certain requirements of the
Securities and Exchange Commission. As a result, the
directors of the Company do not specifically
approve, in advance, non-audit services provided by Ehrhardt
Keefe Steiner & Hottman PC nor do they
consider the effect, if any, of such services on audit
independence.
A representative of Ehrhardt Keefe Steiner & Hottman PC
will attend the Annual Meeting of
Shareholders and will have the opportunity to make a
statement if he so desires. This representative will be
available to respond to appropriate shareholder questions at
that time.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of the Company who desires to
submit a proper proposal for inclusion in
the proxy materials relating to the next Annual Meeting of
Shareholders must do so in writing and it must be
received at the Company's principal executive offices by the
end of the fiscal year, March 31, 1997. The
proponent must be a record or beneficial owner entitled to
vote at the next Annual Meeting on his proposal
and must continue to own such security entitling him to vote
through the date on which the Meeting is held.
ANNUAL REPORT
The Annual Report to Shareholders concerning the
operations of the Company during the fiscal
year ended March 31, 1996, including audited financial
statements for the year then ended, has been
distributed to all record holders as of the record date.
The Annual Report is not incorporated in the Proxy
Statement and is not to be considered a part of the
soliciting material.
OTHER BUSINESS
Management of the Company is not aware of any other
matters which are to be presented at the
Meeting, nor has it been advised that other persons will
present any such matters. However, if other
matters properly come before the meeting, the individual
named in the accompanying proxy shall vote on
such matters in accordance with his best judgment.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT
CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED MARCH 31,
1996, TO EACH SHAREHOLDER OF RECORD OR TO EACH SHAREHOLDER
WHO OWNED
COMMON STOCK OF THE COMPANY LISTED IN THE NAME OF A BANK OR
BROKER, AS
NOMINEE, AT THE CLOSE OF BUSINESS ON AUGUST 7, 1996. ANY
REQUEST BY A
SHAREHOLDER FOR THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
SHOULD BE
MAILED TO THE COMPANY'S SECRETARY, MESA LABORATORIES, INC.,
12100 WEST SIXTH
AVENUE, LAKEWOOD, COLORADO 80228.
The above notice and Proxy Statement are sent by order
of the Board of Directors.
Steven W. Peterson
Secretary
August 9, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MESA LABORATORIES, INC.
TO BE HELD OCTOBER 4, 1996
PROXY CARD
The undersigned hereby appoints Luke R. Schmieder as the
lawful agent and Proxy of the undersigned
(with all powers the undersigned would possess if personally
present, including full power of substitution),
and hereby authorizes him to represent and to vote, as
designated below, all the shares of Common Stock of
Mesa Laboratories, Inc. held of record by the undersigned as
of the close of business on August 7, 1996, at
the Annual Meeting of Shareholders to be held on Friday,
October 4, 1996, or any adjournment or
postponement thereof.
1. ELECTION OF DIRECTORS
___ FOR all nominees listed below ___WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
L. Schmieder, P. Duke, H.S. Campbell, P. Quedenfeld, G.L.
Southard
(INSTRUCTION: To withhold authority to vote for any
nominees, write the nominees' names on the space
provided below.)
2. To approve the establishment of the outside directors
stock option plan for the benefit of the outside
directors of the Company (the "Outside Directors Stock
Option Plan Proposal").
_____ FOR _____ AGAINST _____ ABSTAIN
3. In his discretion, the Proxy is authorized to vote upon
any matters which may properly come before the
Meeting, or any adjournment or postponement thereof.
It is understood that when properly executed, this
proxy will be voted in the manner directed herein by
the undersigned shareholder. WHERE NO CHOICE IS SPECIFIED
BY THE SHAREHOLDER, THE
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS PROPOSED
IN ITEM (1) AND
IN FAVOR OF ITEM 2.
The undersigned hereby revokes all previous proxies
relating to the shares covered hereby and confirms
all that said proxy or his substitutes may do by virtue
hereof.
Please sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, please sign in full corporate name by President
or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Dated:_______________, 1996
Signature
Signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
__PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE
MEETING.
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