Technical[7]51 .
As filed with the Securities and Exchange Commission on December
18, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MESA LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 84-0872291
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
12100 West Sixth Avenue, Lakewood, Colorado 80228
(Address of principal executive offices) (zip code)
Mesa Laboratories, Inc.
Outside Directors Stock Option Plan
(Full title of the plan)
Luke R. Schmieder
12100 West 6TH Avenue, Lakewood, Colorado 80228
(Name and address of agent for service)
(303) 987-8000
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to
the public: From time to time after the Registration Statement
becomes effective.
_______________________________________________________________
Exhibit Index Begins at Page 15
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
Securities to be registered (1) maximum maximum registration
registered offering aggregate fee
price per offering
share price
<S> <C> <C> <C>
Common Stock,
no par value 150,000 shares (2) $946,500(2) $286.82
(1) Pursuant to Rule 416, this Registration Statement
covers any additional shares of Common Stock ("shares") which
become issuable under the Plan set forth herein by reason of any
stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which
results in an increase in the number of shares outstanding.
(2) Pursuant to Rule 457(h) and 457(c), the offering price
per share, the aggregate offering price and the amount of the
filing fee were computed upon the bases of (i) the prices at
which the existing outstanding options may be exercised (12,000
shares at an exercise price of $7.00 per share, aggregating
$84,000) and (ii) the closing price of the Common Stock within
five business days prior to the date of filing of the
Registration Statement, with respect to the authorized but
unissued remaining options (138,000 shares at $6.25 per share,
aggregating $862,500).
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form
S-8 and Rule 428(b)(1) of the Rules under the Securities Act of
1933, as amended, the information required by Part I of Form S-8
is incorporated by reference in the Reoffer Prospectus which
follows. The Reoffer Prospectus, together with the documents
incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, constitutes the Section 10(a) Prospectus.
REOFFER PROSPECTUS
The material which follows, up to but not including the
pages beginning Part II of this Registration Statement,
constitutes a prospectus prepared in accordance with the
applicable requirements of Part I of Form S-3 and General
Instruction C to Form S-8, to be used in connection with resales
of securities acquired under the Registrant's Outside Directors
Stock Option Plan by affiliates of the Registrant, as defined in
Rule 405 under the Securities Act of 1933, as amended.
REOFFER PROSPECTUS
150,000 SHARES
COMMON STOCK
(No Par Value)
MESA LABORATORIES, INC.
___________________________
OUTSIDE DIRECTORS STOCK OPTION PLAN
___________________________
This Reoffer Prospectus ("Prospectus") relates to the
offering by Mesa Laboratories, Inc. (the "Company") and the
subsequent resale by the outside directors and affiliates of the
Company (collectively, "affiliates") of up to 150,000 shares of
the Company's no par value Common Stock (the "shares")
purchasable pursuant to the Company's Outside Directors Stock
Option Plan (the "Plan"). As of December 18, 1996, 12,000 shares
were subject to outstanding options under the Plan and 138,000
shares remained available for grant of options.
___________________________
This Prospectus may be used by persons who are affiliates
(as that term is defined under the Securities Act of 1933, as
amended (the "Securities Act")) of the Company to effect resales
of the shares purchased under the Plan. See "Selling
Stockholders." The Company will receive no part of the proceeds
of any such sales.
___________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________________________
No person is authorized to give any information or to make
any representation not contained in this Prospectus in connection
with the offer made hereby, and, if given or made, such
information or representation must not be relied upon as having
been authorized by the Company. The delivery of this Prospectus
at any time does not imply that the information herein is correct
as of the time subsequent to the date hereof. The expenses of
preparing and filing the Registration Statement of which this
Prospectus is a part are being borne by the Company.
_____________________________
The date of this Prospectus is December 18, 1996.
AVAILABLE INFORMATION
The Company is a reporting company subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including Sections 14(a)
and 14(c) relating to proxy and information statements, and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports
and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511; and 7 World Trade Center, New York, New York 10048. Copies
of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Company's common stock is
traded on the Nasdaq National Market under the symbol "MLAB."
Reports, proxy and information statements may be inspected at The
Nasdaq Stock Market offices, 1735 K Street, N.W., Washington,
D.C. 20006.
The Company furnishes annual reports to its shareholders
which include audited financial statements. The Company may
furnish quarterly financial statements to shareholders and such
other reports as may be authorized, from time to time, by the
Board of Directors.
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into
this Prospectus, either in whole or in part. The Company will
provide without charge to each person to whom a Prospectus is
delivered, upon written or oral request of such person, (i) a
copy of any and all of the information that has been incorporated
by reference (not including exhibits to the information unless
such exhibits are specifically incorporated by reference into the
information), and (ii) a copy of all documents and information
required to be delivered by the Company pursuant to Rule 428(b).
Requests for such information shall be addressed to the Company
at 12100 West Sixth Avenue, Lakewood, Colorado 80228, telephone
(303) 987-8000.
TABLE OF CONTENTS
Introduction 3
Selling Stockholders 5
Method of Sale 5
SEC Position Regarding Indemnification 5
Description of the Plan 5
Applicable Securities Law Restrictions 6
Tax Consequences 7
Legal Matters 7
Experts 7
INTRODUCTION
Mesa Laboratories, Inc. (formerly Mesa Medical Inc.)
(hereinafter referred to as the "Company" or "Mesa") was
incorporated as a Colorado corporation on March 26, 1982. The
Company designs, develops, acquires, manufactures and markets
instruments and systems utilized in connection with industrial
applications and hemodialysis therapy. In August 1984, the
Company acquired Western Laboratories Corp., a manufacturer and
marketer of a line of instruments for use in calibrating
hemodialysis proportioning equipment. In June 1989, the Company
acquired the DATATRACEr product line of Ball Corporation. In
February 1993, the Company acquired the assets of NUSONICS, Inc.,
a manufacturer of ultrasonic flow meters and analyzers.
The Company presently markets the DATATRACEr and ELOGGr
recording systems which are used in various industrial
applications; NUSONICSr Concentration Analyzers, Pipeline
Interface Detectors and Flow Meter products which are used in
various industrial applications; and two product lines used in
dialysis [Western Meters and the ECHO Reprocessor]. The Company
is also performing research and development to expand the
application of its technology.
Temperature Recording
The temperature recording market is highly segmented. The
DATATRACEr products have developed application niches within
major industry segments such as food processing, pharmaceutical
processing, transportation, electronics, aerospace, storage
facilities and textile manufacturing. DATATRACEr products are
used in any industry where temperature is critical to the
manufacturing process, quality of the product or where product
temperature profiles are required in a continuous or moving
process environment.
Sonic Fluid Measurement
The Company's sonic fluid measurement product line consists
of two major segments: Sonic Flow Meters and Concentration
Monitors. While the total market for flow meters is very large,
the NUSONICSr Sonic Flow Meters best serve applications where
cleanliness, resistance to corrosives or portability are
required. Specific applications where the NUSONICSr products are
particularly well suited include water treatment, chemical
processing and heating, ventilation and air conditioning (HVAC)
applications.
The Concentration Monitor segment of the product line
consists of Pipeline Interface Detectors and Concentration
Analyzers. The Pipeline Interface Detector serves a smaller
market niche while the Concentration Analyzers serve a wider
variety of industry application, such as chemical and food
processing, pharmaceutical processing and polymerization
processes.
Kidney Hemodialysis Treatment
Patients with kidney failure (known as end stage renal
disease, or ESRD) require the removal of toxic waste products and
excess water through artificial means. This process needs to be
performed three times per week and is most often accomplished
through the use of hemodialysis. Hemodialysis requires the
treatment to be conducted on a dialysis machine through the use
of a disposable cartridge known as a dialyzer. Blood is brought
extracorporally to the dialysis machine for control and
monitoring and passes through the dialyzer where waste products
and excess water are removed. This treatment generally lasts
three to four hours and is conducted three times per week. These
hemodialysis procedures are performed in kidney dialysis centers,
hospitals and in the home. The bulk of the treatments are
conducted in over 2,500 clinics and hospital centers. Currently,
there are over 175,000 patients in the U.S. undergoing dialysis
therapy.
Mesa's Western Meters are instruments that are used to test
various parameters of the dialysis fluid (dialysate). The meter
line consists of five different meters. Each measures some
combination of temperature, pressure, pH and conductivity to
ensure that the dialysate has the proper constituency to promote
the transfer of waste products from the blood to the dialysate.
The meters are used to check the conductivity and other variables
of the dialysate before the dialysis process begins. The meters
provide a digital readout that the patient, physician or
technician uses to verify that the dialysis unit is working
within prescribed limits.
The ECHO MM-1000 Dialyzer Reprocessor is a fully automated
dialyzer reuse machine which automatically cleans, rinses, tests
and delivers disinfectants to dialyzers after dialysis therapy,
thereby allowing the dialyzer cartridges to be reused rather than
disposed of after each use. It is designed to accommodate
virtually all manual reprocessing procedures in use today and can
be programmed to automate them without extensive modification or
rework. Manual procedures have been used to reprocess dialyzers
effectively for over 20 years and are the basis of most automated
systems in use today. Additionally, the system can be programmed
to use prescribed chemicals. The ECHO System is totally self-
contained, aside from water and chemicals, and requires no user
adjustments.
Mesa's executive offices are located at 12100 West Sixth
Avenue, Lakewood, Colorado 80228, telephone (303) 987-8000.
SELLING STOCKHOLDERS
This Prospectus relates to possible sales by outside
directors of the Company as indicated below of shares they
acquire through exercise of options granted under the Plan. The
names of affiliates who may be Selling Stockholders from time to
time are listed below. The names of other affiliates who may
offer shares for resale in the future, along with the number of
shares which may be sold by each such affiliate from time to
time, will be updated in supplements to this Prospectus, which
will be filed with the Commission in accordance with Rule 424(b)
under the Securities Act. All Selling Stockholders are outside
directors of the Company. The address of each Selling
Stockholder is the same as the Company's address. All shares
listed below for sale represent shares issuable upon exercise of
options granted under the Plan.
<TABLE>
<CAPTION>
Maximum Number of Shares
Which May
Name of Selling Stockholder Be Sold Upon Exercise of
Options
<S> <C>
H. Stuart Campbell 4,000
Philip Quedenfeld 4,000
G. Lee Southard 4,000
</TABLE>
METHOD OF SALE
Sales of the shares offered by this Prospectus will be made
on The Nasdaq National Market, where the Company's common stock
is listed for trading, or in other markets where the Company's
common stock is traded, or in negotiated transactions. Sales may
involve payment of brokers' commissions by the Selling
Stockholders. There is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's Articles of Incorporation provide for
indemnification of officers and directors, among other things, in
instances in which they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best
interests of the Company and in which, with respect to criminal
proceedings, they had no reasonable cause to believe their
conduct was unlawful.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company under the provisions described above, the
Company has been informed that, in the opinion of the Commission,
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.
DESCRIPTION OF THE PLAN
The Company and its shareholders have adopted and approved
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 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
adjustment to reflect changes in the Company's capitalization in
the case of a stock split, stock dividend or similar event.
The Plan is administered by the Stock Option Committee
consisting of directors of the Company who are not outside
directors and are, therefore, not eligible to participate in the
Plan. The Stock Option Committee has the sole authority to
interpret the Plan and to make all determinations necessary or
advisable for administering the Plan. If and to the extent that
any option to purchase reserved shares shall not be exercised by
an optionee 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 provisions of the Federal Employee Retirement Income
Security Act of 1974 do not apply to the Plan. Shares issuable
upon exercise of options will not be purchased in open market
transactions but will be issued by the Company from authorized
shares. Shares issuable under the Plan may be sold in the open
market, without restrictions, as free trading securities. There
are no assets administered under the Plan, and, accordingly, no
investment information is furnished herewith.
Under certain circumstances, the options may be assigned,
transferred, hypothecated or pledged by the option holder. No
person may create a lien on any securities under the Plan, except
by operation of law. However, there are no restrictions on the
resale of the shares underlying the options.
The Plan will remain in effect until March 25, 2006.
Additional information concerning the Plan may be obtained from
the Company at the address and telephone number indicated above.
APPLICABLE SECURITIES LAW RESTRICTIONS
If the optionee is deemed to be an "affiliate" (as that term
is defined under the Securities Act), the resale of the shares
purchased upon exercise of options covered hereby may be subject
to certain restrictions and requirements, including compliance
with the provisions of Rule 144 promulgated under the Securities
Act.
In addition to the requirements imposed by the Securities
Act, the antifraud provisions of the Exchange Act and the rules
thereunder (including Rule 10b-5) are applicable to any sale of
shares acquired pursuant to the Plan.
Up to 150,000 shares may be issued under the Plan. The
Company has authorized 8,000,000 shares of Common Stock, of which
4,330,901 shares are outstanding as of September 30, 1996.
Shares of Common Stock outstanding are, and those to be issued
upon exercise of options will be, fully paid and nonassessable,
and each share of Common Stock is entitled to one vote at all
shareholders' meetings. All shares are equal to each other with
respect to lien rights, liquidation rights and dividend rights.
There are no preemptive rights to purchase additional shares by
virtue of the fact that a person is a shareholder of the Company.
Shareholders do not have the right to cumulate their votes for
the election of directors.
Persons who are officers or directors of the Company or who
own at least ten percent of the Company's stock must comply with
certain reporting requirements and resale restrictions pursuant
to Sections 16(a) and 16(b) of the Exchange Act and the rules
thereunder upon the receipt or disposition of any options.
TAX CONSEQUENCES
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 Prospectus.
The income tax treatment of nonstatutory options is governed
by 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.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on
for the Company by Andrew N. Bernstein, P.C., 5445 DTC Parkway,
Suite 520, Greenwood Village, Colorado 80111.
EXPERTS
The balance sheets of the Company for the years ended March
31, 1996 and 1995 and the statements of income, stockholders'
equity and cash flows for the years then ended, incorporated by
reference to the Company's Annual Report on Form 10-KSB, have
been audited by Ehrhardt Keefe Steiner & Hottman PC, Denver,
Colorado, as set forth in their report included therein and
incorporated herein by reference. The financial statements
referred to above are incorporated herein by reference in
reliance upon such report and upon the authority of such firm as
an expert in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference in this
Registration Statement the following documents previously filed
with the Commission:
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1996 (including its balance sheets as
of March 31, 1996 and 1995, statements of income, stockholders'
equity and cash flows for the years then ended, together with the
report of independent public accountants) filed pursuant to
Section 13(a) of the Exchange Act;
(b) The Registrant's Quarterly Reports on Form 10-QSB for
the fiscal quarters ended June 30, 1996 and September 30, 1996;
(c) The Company's definitive Proxy Statement for the Annual
Meeting of Shareholders of the Company held October 4, 1996;
(d) The description of the Common Stock that is contained
in the Registrant's Registration Statement on Form 8-A under the
Exchange Act (File No. 0-11740); and
(e) All subsequent reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.
All reports and definitive proxy or information statements
filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold at the
time of such amendment will be deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article 109 of the Colorado Business Corporation Act
("CBCA") provides broad authority for indemnification of
directors and officers. The Articles of Incorporation and Bylaws
of Mesa Laboratories, Inc. (the "Registrant") provide for
indemnification of its officers and directors to the fullest
extent permitted by the CBCA. As permitted by Section 7-108-402
of the CBCA, the Registrant's Articles of Incorporation provide
that a director shall not be liable for monetary damages for
breach of his fiduciary duty as a director except in certain
limited circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following documents are filed as exhibits to this
Registration Statement. Certain documents previously filed with
the Commission are incorporated in this Registration Statement by
reference.
Exhibit
Number Description of Exhibit
4.1 -- Outside Directors Stock Option Plan of Mesa
Laboratories, Inc.
5.1 -- Opinion of Andrew N. Bernstein, P.C.
23.1 -- Consent of Ehrhardt Keefe Steiner & Hottman
P.C., independent public accountants
23.2 -- Consent of Andrew N. Bernstein, P.C.
(included in its opinion filed as Exhibit
5.1)
Item 9. Undertakings
(a) The Registrant hereby undertakes (1) to include any
additional or changed material information on the plan of
distribution; (2) for determining liability under the Securities
Act, that each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and (3)
to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the Plan.
(b) The Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim
financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted against
the Registrant by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Lakewood, State of Colorado, on the 18th day of
December, 1996.
MESA LABORATORIES, INC.
(Registrant)
By: /s/ LUKE R. SCHMIEDER
Luke R. Schmieder,
President
POWER OF ATTORNEY
We, the below signed officers and directors of Mesa
Laboratories, Inc. ("Registrant"), do hereby constitute and
appoint Luke R. Schmieder, with full power of substitution, our
true and lawful attorney and agent, to do any and all acts and
things in our names in the capacities indicated which Luke R.
Schmieder may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission in connection with this Registration
Statement, including specifically, but not limited to, the power
and authority to sign for us, or any of us, in our names in the
capacities indicated, and any and all amendments (including post-
effective amendments) to this Registration Statement; and we do
hereby ratify and confirm all that Luke R. Schmieder shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
