Form 8-K MESA LABORATORIES INC For: Jul 04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549   

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

July 4, 2016
Date of Report (Date of earliest event reported)

 

MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

 

Commission File Number: 0-11740

 

COLORADO (State or other jurisdiction of incorporation)

84-0872291 (I.R.S. Employer Identification No.)

 

12100 WEST SIXTH AVENUE, LAKEWOOD, COLORADO (Address of principal executive offices)

80228 (Zip Code)

 

Registrant’s telephone number, including area code: (303) 987-8000

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

  

ITEM 8.01 OTHER EVENTS

 

In July 2016, Mesa Laboratories, Inc. (the “Company”) today announced the acquisition of certain assets and liabilities of HANSAmed Limited (“HANSAmed”) by the Company’s subsidiary, Mesa Canada, Inc. (“Mesa Canada”). HANSAmed was a distributor of the Company’s biological indicator (“BI”) products.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d)	Exhibits:
	99.1              Press release dated July 5, 2016.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

DATE: July 5, 2016				Mesa Laboratories, Inc. (Registrant)
				/s/ John J. Sullivan
			BY:	John J. Sullivan,
				President and Chief Executive Officer

 

Exhibit 99.1

 

Mesa Labs Acquires Additional Canadian Dental Sterilizer Testing Business

 

Lakewood, Colorado, July 5, 2016 – Mesa Laboratories, Inc. (NASDAQ: MLAB) (we, us, our, “Mesa” or the “Company”) today announced the acquisition of certain assets and liabilities of HANSAmed Limited (“HANSAmed”) by the Company’s subsidiary, Mesa Canada, Inc. (“Mesa Canada”). HANSAmed was a distributor of the Company’s biological indicator (“BI”) products and mail-in testing services to the dental market in Canada. The acquisition is expected to add approximately $200,000 to Mesa’s revenues and to be accretive to our diluted net income per share during the first 12 months.

 

Mesa Canada purchased only the BI distribution rights from HANSAmed and as a result, the sale and service of all their other product lines will continue as normal and are not affected in any way by the acquisition of the BI business.

 

HANSAmed distributes self-contained biological indicators (“SCBI”) to the dental market in Canada in those provinces that have implemented mandatory daily testing of sterilizers. In this situation, in-office testing using a SCBI is the only practical solution, as test results are available within 10 to 24 hours. In the provinces where daily testing of sterilizers is not required, HANSAmed delivers a kit that contains sufficient BI’s for 52 weeks or 12 months of testing. To conduct the test, the BI’s are processed through the sterilizer in the dental office and then mailed back to HANSAmed for testing to determine if the sterilizer was working correctly. HANSAmed also provides on-line access to test results, allowing the dentist to track the performance of each sterilizer. After a short transition period, Mesa Canada will continue this distribution business from its office in Markham, Ontario. Centralized supply of BI products from Markham will improve the service to Mesa’s Canadian customers by increasing product availability and reducing shipping time.

 

“This is the second acquisition of a Mesa Canadian BI distributor, which increases our direct selling efforts in this territory” said Peter Jung, VP of Corporate Development and Strategy for Mesa. “This follows a similar build-out strategy Mesa employed in Western Europe to develop direct BI sales efforts. The acquisition of HANSAmed will increase Mesa’s Canadian dental testing business by approximately 30%, improving efficiency and profitability. Selling direct allows Mesa to capture additional margin and to better understand the needs of our customers, enabling us to grow our Canadian BI business more effectively.”

 

About Mesa Laboratories, Inc.

 

We pursue a strategy of focusing primarily on quality control products and services, which are sold into niche markets that are driven by regulatory requirements. We prefer markets that have limited competition where we can establish a commanding presence and achieve high gross margins. We are organized into four divisions across eight physical locations. Our Instruments Division designs, manufactures and markets quality control instruments and disposable products utilized in connection with the healthcare, pharmaceutical, food and beverage, medical device, industrial hygiene, environmental air sampling and semiconductor industries. Our Biological Indicators Division provides testing services, along with the manufacturing and marketing of biological indicators and distribution of chemical indicators used to assess the effectiveness of sterilization processes, including steam, hydrogen peroxide, ethylene oxide and radiation, in the hospital, dental, medical device and pharmaceutical industries. Our Continuous Monitoring Division designs, develops and markets systems which are used to monitor various environmental parameters such as temperature, humidity and differential pressure to ensure that critical storage and processing conditions are maintained in hospitals, pharmaceutical and medical device manufacturers, blood banks, pharmacies and a number of other laboratory and industrial environments. Our Cold Chain Division provides parameter (primarily temperature) monitoring of products in a cold chain, consulting services such as compliance monitoring, packaging development and validation or mapping of transport and storage containers, and thermal packaging products such as coolers, boxes, insulation materials and phase-change products to control temperature during transport.

 

Forward Looking Statements

 

This press release may contain information that constitutes "forward-looking statements." Generally, the words "believe," "expect," "project," “anticipate,” “intend,” "estimate," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to revenue growth and statements expressing general views about future operating results — are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and present expectations or projections. These risks and uncertainties include, but are not limited to, those described in our Annual Report on Form 10-K for the year ended March 31, 2016, and those described from time to time in our subsequent reports filed with the Securities and Exchange Commission.

 

CONTACT: John J. Sullivan, Ph.D.; President and CEO, or John Sakys; CFO, both of Mesa Laboratories, Inc., +1-303-987-8000

 

For more information about the Company, please visit its website at www.mesalabs.com

 

 

 

 

 

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