MESA LABORATORIES INC /CO/ — M&A Activity 2015

Aug 6, 2015

8-K 1 mesa20150805_8k.htm FORM 8-K mesa20150805_8k.htm Created by RDG HTML Converter

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

AUGUST 6 , 201 5 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):

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

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

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

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

ITEM 8.01 OTHER EVENTS

On August 6, 2015, Mesa Laboratories, Inc. (the “Company”) entered into and closed an asset acquisition agreement (the “Agreement”) with North Bay/Bioscience, LLC (“North Bay”) whereby it acquired substantially all of the assets (other than cash and certain fixed assets) and certain liabilities of North Bay’s dental sterilizer testing business. The purchase price for the acquired assets was $11,250,000, consisting of a cash payment of $10,250,000 at closing with the remaining $1,000,000 due at the one year anniversary of the closing date, subject to a working capital adjustment.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

99.1	Press release dated August 6, 2015.
99.2	Asset Acquisition Agreement by and among Mesa Laboratories, Inc., North Bay/Bioscience, LLC and the Members of North Bay/Bioscience, LLC.

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: August 6, 2015
By:	/s/ John J. Sullivan
	John J. Sullivan,
	President and Chief Executive Officer