MESA LABORATORIES, INC.
12100 West Sixth Avenue
Lakewood, Colorado 80228
Telephone: (303) 987-8000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, October 21, 1999
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 Thursday, October 21,
1999 at 3:00 PM.
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 approve the establishment of the 1999 stock
compensation plan for the benefit of certain
officers, directors, employees and advisors of
the Company (the "1999 Stock Compensation 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 30, 1999, 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 3, 1999 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 Thursday, October 21, 1999
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 Thursday, October 21, 1999, 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 3, 1999.
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 1999 Stock Compensation
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; and
2. To approve the establishment of the 1999 stock
compensation plan for the benefit of certain
officers, directors, employees and advisors of the
Company (the "1999 Stock Compensation 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 30, 1999, at which time the Company had outstanding
and entitled to vote at the meeting 3,790,476 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 1999 Stock Compensation
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
<TABLE>
The following table sets forth the number of shares of
the Company's Common Stock owned beneficially as of March
31, 1999, 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, 1999 except as set
forth below.
<CAPTION>
Amount and Percentage of
Name of Beneficial Nature of Class Beneficially
Owner(1) Beneficial Owner Owned
<S> <C> <C>
Luke R. Schmieder 446,017 (2) 11.0
Steven W. Peterson 69,450 (3) 1.7
Paul D. Duke 154,465 (4) 3.8
H. Stuart Campbell 62,000 (5) 1.5
Philip D. Quedenfeld 169,870 (6) 4.2
Michael T. Brooks 200 --
All officers and 902,002 (7) 22.0
directors as a group
(6 in number)
</TABLE>
(1) The business address for each person identified herein
is 12100 West Sixth Avenue, Lakewood, Colorado 80228
(2) Includes 11,000 shares which Mr. Schmieder has the
right to acquire within 60 days by exercise of stock
options.
(3) Includes 15,250 shares which Mr. Peterson has the right
to acquire within 60 days by exercise of stock options.
(4) Includes 11,000 shares which Mr. Duke has the right to
acquire within 60 days by exercise of stock options.
(5) Includes 11,000 shares which Mr. Campbell has the right
to acquire within 60 days by exercise of stock options.
(6) Includes 11,000 shares which Mr. Quedenfeld has the
right to acquire within 60 days by exercise of stock
options.
(7) Includes 59,250 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.
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, Brooks 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,
1999.
The Audit Committee consists of Messrs. Campbell,
Brooks and Quedenfeld. 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 twice during
the fiscal year ended March 31, 1999.
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 Director 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 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> <C>
Luke R. Schmieder 56 President, Chief
12100 West Sixth Avenue Executive Officer,
Lakewood, Colorado Treasurer and Director
Paul D. Duke 57 Vice President and
12100 West Sixth Avenue Director
Lakewood, Colorado
Philip D. Quedenfeld 68 Director
12100 West Sixth Avenue
Lakewood, Colorado
H. Stuart Campbell 69 Director
12100 West Sixth Avenue
Lakewood, Colorado
Michael T. Brooks 50 Director
12100 West Sixth Avenue
Lakewood, Colorado
</TABLE>
(1) The term of office of each officer of the Company is at
the discretion of the Board of Directors.
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.
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.
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 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
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.
Michael T. Brooks, Director
Mr. Brooks received his Bachelor of Arts in History
from Ohio Wesleyan University in 1971. While pursuing a
career in fluid power, he received a Masters of Business
from the University of Denver in 1983. Mr. Brooks was an
independent manufacturer's representative from 1982 - 1985
at which time he purchased an interest in Fiero Fluid Power
which he presently owns and operates. Fiero Fluid Power is
a Rep/Distributor selling pneumatic and instrumentation
equipment. He has been a director since October, 1998 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 or prior
fiscal years.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT
THEY VOTE "FOR" THE ELECTION OF SUCH NOMINEES.
ADDITIONAL MATTER TO BE VOTED UPON BY SHAREHOLDERS
THE 1999 STOCK COMPENSATION PLAN PROPOSAL
On August 5, 1999, the Board of Directors adopted and
approved, subject to shareholder approval, the 1999 Stock
Compensation Plan (the "1999 Plan"). The purpose of the
1999 Plan is to encourage ownership of the Common Stock of
the Company by certain officers, directors, employees, and
advisors of the Company or any subsidiary of the Company in
order to provide additional incentive for such persons to
promote the success and the business of the Company or its
subsidiaries and to encourage them to remain in the employ
of the Company or its subsidiaries by providing such persons
an opportunity to benefit from any appreciation of the
Common Stock of the Company through the issuance of stock
options to such persons in accordance with the terms of the
1999 Plan. The Board of Directors believes that the best
interests of the Company and its subsidiaries, if any, would
be served by increasing their ability to secure and retain
highly qualified and experienced officers, directors,
employees and advisors through affording them an opportunity
to acquire a stake in the future of the Company or its
subsidiary by acquiring an equity position in the Company.
It is the desire of the Board of Directors to assure by
appropriate means the maximum efforts and fullest measure of
continued loyal association with the Company or its
subsidiaries on the part of their respective officers,
directors, employees and advisors. It is intended that
options granted pursuant to the 1999 Plan shall constitute
either incentive stock options ("Incentive Options")
within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or options which do
not constitute Incentive Options ("Nonqualified Options")
at the same time of issuance of such options.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS
THAT THEY VOTE "FOR" THE ESTABLISHMENT AND ADOPTION OF
THE 1999 STOCK COMPENSATION PLAN.
The 1999 Plan provides that incentive stock options and
non-qualified stock options would be granted to certain
officers, directors, employees and advisors of the Company
or its subsidiaries, if any, selected by the Compensation
Committee. A total of 300,000 shares of Common Stock would
be authorized and reserved for issuance under the 1999 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 1999 Plan would be administered by
the Compensation Committee which would have the sole
authority to interpret the 1999 Plan and to make all
determinations necessary or advisable for administering the
1999 Plan, including but not limited to (i) who shall be
granted options under the 1999 Plan, (ii) the term of each
option, (iii) the number of shares covered by such option,
(iv) whether the option shall constitute an incentive option
or a nonqualified option, (v) the exercise price for the
purchase of the shares of the Common Stock covered by the
option, provided that the exercise price for any incentive
option must be at least equal to the fair market value of
the shares covered thereby as of the date of grant of such
option, (vi) the period during which the option may be
exercised, (vii) whether the right to purchase the number of
shares covered by the option shall be fully vested on
issuance of the option so that such shares may be purchased
in full at one time or whether the right to purchase such
shares shall become vested over a period of time so that
such shares may only be purchased in installments, and
(viii) the time or times at which the options shall be
granted. Except in the case of disability or death, no
option shall be exercisable after an optionee who is an
employee of the Company ceases to be employed by the
Company; provided, however, that the Compensation Committee
has the right to extend the exercise period following the
date of termination of such optionee's employment. If an
optionee's employment is terminated by reason of death or
disability, the Compensation Committee may extend the option
term following the date of termination of the optionee's
employment. Upon the exercise of the option, the exercise
price thereof must be paid in full either in cash, shares of
stock of the Company or a combination thereof.
As of this date, the Company has not granted any
options under the 1999 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 1999 Plan, such shares which have not been
so purchased thereunder shall again become available for the
purposes of the 1999 Plan unless the 1999 Plan shall have
been terminated.
The Company has been advised that the federal income
tax consequences of the 1999 Plan to the Company and the
optionees, and possible exercise of options granted under
the 1999 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 1999 Plan. This discussion does not
purport to address all of the tax consequences that may be
applicable to any particular optionee 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 83 of the Code. 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 the grant or the exercise of
the nonstatutory option has a readily ascertainable fair
market value at grant will determine whether the grant or
exercise of the nonstatutory option is the taxable event for
the optionee who rendered the services for which the option
was granted.
No tax consequences result from the granting of an
incentive stock option or from the exercise of an incentive
stock option by an employee. In addition, the employer
generally will not be allowed a business expense deduction
with respect to an incentive stock option unless the
employee disposes of the stock prior to the required holding
period. The employee will be taxed at capital gain rates
when he sells stock acquired under an incentive stock option
plan, provided he has not disposed of the stock for at least
two years from the date the option was granted to him and he
held the stock itself at least one year after the stock was
transferred to him. If the foregoing holding period rules
are not satisfied, the gain that would have been realized at
the time the option was exercised is included as ordinary
income in the year of the disqualifying sale. For this
purpose, the gain is equal to the lesser of (i) the fair
market value of the stock on the date of the exercise over
the option price of the stock, or (ii) the amount realized
on disposition over the adjusted basis of the stock. The
employer is allowed to deduct a corresponding amount as a
business deduction at the same time the employee is required
to recognize the ordinary income arising from the early
disposition.
Notwithstanding the preceding, when calculating income
for alternative minimum tax purposes, the favorable tax
treatment of 421(a) is disregarded and the bargain purchase
element (that is, the spread between the option price and
the fair market value of the option stock at exercise) of
the incentive stock option will be considered as part of the
taxpayer's alternative minimum taxable income.
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, 1999, March 31, 1998 and March 31, 1997. No
other executive officer received total annual salary and
bonus for the fiscal year ended March 31, 1999 in excess of
$100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term
Compensation
Name and All
Principal Fiscal Options Other
Position Year Salary Bonus(1) Granted Comp
<S> <C> <C> <C> <C> <C>
Luke R.
Schmieder, Chief
Executive Officer 1999 $96,061 $18,436 4,000 -
1998 $92,019 $19,367 4,000 -
1997 $88,775 $14,000 4,000 -
</TABLE>
(1) Reflects bonus earned in fiscal year, but paid in the
following fiscal year.
<TABLE>
The following summary table sets fourth information
concerning grants of stock options made during the
fiscal year ended March 31, 1999 to the Company's Chief
Executive Officer.
<CAPTION>
Option Grants in Last Fiscal Year
Name Options Percent of Exercise Expiration
Granted Total Options Price Date
Granted
in Fiscal Year
<S> <C> <C> <C> <C>
Luke R.
Schmieder 4,000 5% $6.33 March 31,
2003
</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 3, 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, 1998, each of the Company's three outside
directors were granted options to purchase 4,000 shares of
Common Stock at $5.75 per share. The Company's two inside
directors each were granted options to purchase 4,000 shares
of Common Stock at a price of $5.75 per share for Mr. Duke
and at a price of $6.33 per share for Mr. Schmieder.
Currently all outside directors 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 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, 1999, options to purchase a total of
271,000 shares were outstanding, at exercise prices ranging
from $2.25 to $7.70 per share. Further, as of March 31,
1999, options to purchase an aggregate of 77,074 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, 1999, pursuant to the Company's incentive
stock option plans, to each of the Company's executive
officers. Options to purchase 4,000 shares at $5.75 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 $6.33 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 ACCOUTANTS
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, 2000. 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 FOR 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, 2000. 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, 1999, 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 judgement.
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, 1999, 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
30, 1999. 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 3, 1999
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 THURSDAY, OCTOBER 21, 1999
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 30, 1999, at the Annual Meeting of Shareholders to be
held on Thursday, October 21, 1999, 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, M. Brooks
(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 1999 stock compensation plan
for the benefit of certain officers, directors, employees and
advisors of the Company (the "1999 Stock Compensation 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
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: ____________________ , 1999
_____________________________________________
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.
