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
[] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[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)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[] 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 (set forth the amount on which the filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[] Fee paid previously with preliminary materials.
[]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, November 7, 1997
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, November 7,
1997, at 2:30 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; and
2. 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 September 10,
1997, 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 proposal and a form of
Proxy accompany this Notice.
By Order of the Board of
Directors
Dated: September 15, 1997 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, November 7, 1997
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, November 7, 1997, 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 September 15, 1997.
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, and in accordance with his best
judgement 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; and
2. 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 September 10, 1997, at which time the
Company had outstanding and entitled to vote at the meeting 4,308,137 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 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 the Company's
Common Stock owned beneficially as of March 31, 1997, 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, 1997 except as set forth
below.
<TABLE>
<CAPTION>
Amount
and Percentage of
Name of Beneficial Nature of Class
Benefi-
Owner(1) Beneficial Ownership cially
Owned
<S>
<C> <C>
Luke R. Schmieder 476,117 (2)
11.0
Steven W. Peterson 64,825(3)
1.5
Paul D. Duke 180,662
(4) 4.2
H. Stuart Campbell 57,000(5)
1.3
Philip D. Quedenfeld 166,099(6)
3.8
G. Lee Southard 80,000
(7) 1.8
All officers and 1,024,703(8)
23.2
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 16,000 shares which Mr. Schmieder has the right to acquire within
60 days by exercise of stock options.
(3)Includes 19,250 shares which Mr. Peterson has the right to acquire within
60 days by exercise of stock options.
(4)Includes 16,000 shares which Mr. Duke has the right to acquire within 60
days by exercise of stock options.
(5)Includes 16,000 shares which Mr. Campbell has the right to acquire within
60 days by exercise of stock options.
(6)Includes 16,000 shares which Mr. Quedenfeld has the right to acquire
within
60 days by exercise of stock options.
(7)Includes 16,000 shares which Dr. Southard has the right to acquire within
60 days by exercise of stock options.
(8)Includes 99,250 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 meeting 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, 1997.
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, 1997.
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.
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>
Name and Address Age Office
<S> <C> <S>
Luke R. Schmieder 54 President, Chief
Executive
12100 West Sixth Avenue Officer, Treasurer and
Lakewood, Colorado Director
Paul D. Duke 55 Vice President
12100 West Sixth Avenue and Director
Lakewood, Colorado
Philip D. Quedenfeld 66 Director
12100 West Sixth Avenue
Lakewood, Colorado
G. Lee Southard, Ph.D. 60 Director
12100 West Sixth Avenue
Lakewood, Colorado
H. Stuart Campbell 67 Director
12100 West Sixth Avenue
Lakewood, Colorado
(1)The term of office of each officer of the Company is at the discretion of
the Board of Directors.
</TABLE>
Luke R. Schmieder, President, Chief Executive Officer, Treasurer and Director
Mr. 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 D. Duke, Vice President and Director
Mr. 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, Director
Mr. 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, Director
Mr. 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, Ph.D., Director
Dr. 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, 1997, March 31, 1996 and March 31, 1995. No other executive
officer
received total annual salary and bonus for the fiscal year ended March 31,
1997 in excess of $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-term
Annual Compensation Compensation
Name
and
All
Principal Fiscal
Options Other
Position Year Salary Bonus(2) Granted Compensation
<S> <C> <C> <C> <C> <C>
Luke R. 1997 $88,775 $14,000 4,000 -
Schmieder,
Chief 1996 $85,067 $30,000 5,000 -
Executive
Officer 1995 $80,304 $11,000 5,000 $687 (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.
(2)Reflects bonus earned in fiscal year, but paid in the following fiscal
year.
</TABLE>
The following summary table sets forth information concerning grants of
stock options made during the fiscal year ended March 31, 1997 to the
Company's Chief Executive Officer.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Percent of Total
Options Granted
to Expiration
Name Options Granted Employees in Fiscal Year Exercise Price Date
<S> <C> <C>
<C> <C>
Luke R.
Schmieder 4,000 5%
$7.70 March 31, 2001
</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.
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 October 4, 1996, the Company adopted a new nonqualified performance
stock option plan for the benefit of the Company's outside Directors. The
plan 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.
On April 1, 1996, each of the Company's three outside directors were
granted options to purchase 4,000 shares of Common Stock at $7.00 per share.
The Company's two inside directors each were granted options to purchase
4,000
shares of Common Stock at a price of $7.00 per share for Mr. Duke and at a
price of $7.70 per share for Mr. Schmieder.
Beginning in fiscal 1997, all outside directors received 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 Company's 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, 1997, options to purchase a total of 327,645 shares were
outstanding, at exercise prices ranging from $2.19 to $7.70 per share.
Further, as of March 31, 1997, options to purchase an aggregate of 143,450
shares remained available for grant under the latter two plans. The plan
adopted in September 1984 was terminated effective June 1, 1993. Options
were
granted during the fiscal year ended March 31, 1997, pursuant to the
Company's
incentive stock option plans, to each of the Company's executive officers.
Options to purchase 5,000 shares and 4,000 shares at $7.00 per share were
granted to Mr. Steven W. Peterson, Vice President-Finance and Mr. Paul Duke,
Vice President, respectively. Mr. Luke R. Schmieder, President, was granted
options to purchase 4,000 shares at $7.70 per share.
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.
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, 1998. 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 SHAREHOLDER 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,
1998. 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, 1997, 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 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.<PAGE>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, 1997, 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 SEPTEMBER 10, 1997. 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
September 15, 1997
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 NOVEMBER 7, 1997
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 September 10, 1997, at the Annual Meeting of
Shareholders to be held on Friday, November 7, 1997, or any adjournment or
postponement thereof.
1. ELECTION OF DIRECTORS
_ FOR all nominees listed below _ WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees
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. 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).
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 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:____________,1997 ___________________________
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.
