As filed with the Securities and Exchange Commission on August 30, 2023
Registration No. 333-
UNITED STATES
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)
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Colorado
(State or other jurisdiction of
incorporation)
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0-11740
(Commission File Number)
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84-0872291
(I.R.S. Employer
Identification No.)
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12100 West Sixth Avenue,
Lakewood, Colorado
(Address of principal executive offices)
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80228
(Zip Code)
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Mesa Laboratories, Inc. Amended and Restated 2021 Equity Incentive Plan
(Full title of the plan)
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Gary Owens
Chief Executive Officer
Mesa Laboratories, Inc.
12100 West Sixth Avenue
Lakewood, CO 80228
303-987-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With copies to:
John Elofson
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, Colorado 80202
Telephone: (303) 332-1605
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒ |
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Accelerated filer
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☐
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Non-accelerated filer
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☐ |
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 330,000 shares of common stock, no par value per share, of Mesa Laboratories, Inc. (the “Registrant”), which may be issued pursuant to awards under the Registrant’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”). In accordance with General Instruction E to Form S-8, the Registrant incorporates herein by reference the contents of the registration statement on Form S-8 filed by the Registrant with respect to the 2021 Plan on August 30, 2021 (Registration No. 333-259154), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.
PART I
INFORMATION REQUIRED IN THE 10(A) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be sent or given to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Those documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed with the Commission by the Registrant and are hereby incorporated in this registration statement by reference, excluding any disclosures therein that have been furnished and not filed:
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(e)
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The description of the Registrant’s common stock contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2023, and including any other amendment or report filed for the purpose of updating such description.
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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered under the registration statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and shall be a part hereof from the respective dates of filing such documents, other than any portions of such documents that are deemed furnished under applicable Commission rules rather than filed.
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 that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits
* Filed or furnished herewith.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakewood, State of Colorado, on this 30th day of August, 2023.
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MESA LABORATORIES, INC.
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By:
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/s/ Gary M. Owens
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Name:
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Gary M. Owens
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints each of Gary Owens and John Sakys the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or advisable, to enable Mesa Laboratories, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney- in-fact and agent, or his substitute, may lawfully 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 persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ JOHN J. SULLIVAN, PH.D.
John J. Sullivan
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Chairman of the Board of Directors
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August 30, 2023
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/s/ GARY M. OWENS
Gary M. Owens
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Chief Executive Officer, President, and Director
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August 30, 2023 |
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/s/ JOHN V. SAKYS
John V. Sakys
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Chief Financial and Chief Accounting Officer, and Treasurer
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August 30, 2023 |
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Shiraz Ladiwala
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Director
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August 30, 2023 |
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Jennifer S. Alltoft
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Director
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August 30, 2023 |
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/s/ SHANNON M. HALL
Shannon M. Hall
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Director
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August 30, 2023 |
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/s/ R. TONY TRIPENY
R. Tony Tripeny
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Director
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August 30, 2023 |
Exhibit 5.1
August 30, 2023
Meta Laboratories, Inc.
12100 West Sixth Avenue,
Lakewood, Colorado
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Re:
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Registration Statement on Form S-8 relating to the registration of an additional 330,000 shares of common stock under the Mesa Laboratories, Inc. Amended and Restated 2021 Equity Incentive Plan
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Ladies and Gentlemen:
We have acted as counsel to Mesa Laboratories, Inc., a Colorado corporation (the “Company”) in connection with the Registration Statement on Form S-8 filed by the Company on August 30, 2023 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an additional 330,000 shares of the Company’s common stock, no par value per share (the “Shares”), that may be issued pursuant to the Company’s Amended and Restated 2021 Equity Incentive Plan (the “Amended 2021 Plan”).
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
In connection with our opinion expressed below, we have examined and relied upon the accuracy of factual matters contained in (i) the Registration Statement, (ii) the Amended 2021 Plan and (iii) originals and copies, certified or otherwise identified to our satisfaction, of such other agreements, documents, corporate records and instruments as we have deemed necessary for the purposes of the opinion expressed below. In giving this opinion, we are assuming, without independent investigation or verification of any kind, the authenticity and completeness of all instruments presented to us as originals, the conformity with the authentic and complete originals of all instruments presented to us as copies, the genuineness of all signatures, the legal capacity and competency of all natural persons signing all such documents, and the accuracy and completeness of all factual representations and statements contained in all such documents.
In rendering the opinion expressed herein, we assume that the Registration Statement has been filed by the Company with the Commission and will be effective at the time that any of the Shares are issued, and that persons acquiring the Shares will do so strictly in accordance with the terms of the Amended 2021 Plan. We further assume that the Shares will continue to be duly and validly authorized on the dates that the Shares are issued pursuant to the terms of the Amended 2021 Plan and, upon the issuance of any of the Shares, the total number of shares of common stock of the Company issued and outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of shares of common stock that the Company is then authorized to issue under its amended and restated articles of incorporation.
Based upon the foregoing assumptions, and subject to the qualifications set forth in this opinion letter, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed herein, we are of the opinion that the Shares, when issued in accordance with the terms of the Amended 2021 Plan, will have been duly authorized by all necessary corporate action of the Company and will be validly issued, fully paid and non-assessable.
We express no opinion under, or view with respect to, either directly or indirectly, laws other than the laws of the State of Colorado and the federal law of the United States. We do not express any opinion as to the laws of any other jurisdiction. The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.
We hereby consent to be named in the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the Commission thereunder. The opinions in this letter are expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
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Very truly yours,
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/s/ Davis Graham & Stubbs LLP
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Davis Graham & Stubbs LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated May 30, 2023, with respect to the consolidated financial statements of Mesa Laboratories, Inc. and on the effectiveness of its internal control over financial reporting as of March 31, 2023, included in its Annual Report on Form 10-K for the year ended March 31, 2023, as filed with the Securities and Exchange Commission.
/s/ Plante & Moran, PLLC
Denver, Colorado
August 30, 2023
Exhibit 107
Calculation of Filing Fee Tables
S-8
(Form Type)
MESA LABORATORIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount Registered(1)
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Proposed
Maximum Offering
Price Per Share(2)
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Maximum
Aggregate
Offering Price(2)
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Fee Rate
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Amount of
Registration Fee
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Equity
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Common Stock, no par value per share
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Rule 457(c) and Rule 457(h)
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330,000
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$
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138.94
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$
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45,850,200
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$110.20 per $1,000,000
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$
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5,052.69
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Total Offering Amounts
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$
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45,850,200 |
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$
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5,052.69
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Total Fee Offsets
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$
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0.00
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Net Fee Due
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$
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5,052.69
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued pursuant to the Mesa Laboratories, Inc. Amended and Restated 2021 Equity Incentive Plan (the “Amended 2021 Plan”) as a result of adjustments for stock dividends, stock splits, and similar changes.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of the common stock of Mesa Laboratories, Inc. as quoted on the Nasdaq Stock Market, LLC on August 23, 2023.
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