**UNITEDSTATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

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**FORM 10-K/A**

 

**Amendment No. 1**

 

**(Mark one)**

 
| x                                                 | **ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF  1934**      |
|---------------------------------------------------|----------------------------------------------------------------------------------------------------|
|                                              |                                                                                               |
| **For the fiscal year ended March 31, 2009** |
|                                              |                                                                                               |
| o                                                 | **TRANSITION  REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITES EXCHANGE ACT OF  1934** |

 

**For the transition period from                                   to                           **

 

**Commission File No: 0-11740**

** **

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**MESA LABORATORIES, INC.**

(Exact name of registrant asspecified in its charter)

 

| **Colorado**                             | ** ** | **84-0872291**         |
|------------------------------------------|------------|------------------------|
| (State or other jurisdiction of          |       | (I.R.S. Employer       |
| Incorporation or organization)           |       | Identification number) |
|                                     |       |                   |
| **12100 West 6****th**                   | ** ** | ** **             |
| **Lakewood, Colorado**                   | ** ** | **80228**              |
| (Address of principal executive offices) |       | (Zip Code)             |

 

Registrant’s telephonenumber, including area code: **(303) 987-8000**

 

Securities registered under Section 12(b) of the Act:

 

|   | **Title of  each class**   | ** ** | **Name of  each exchange on which  registered** | ** ** |
|--------|----------------------------|------------|-------------------------------------------------|------------|
|   | Common Stock, no par value |       | NASDAQ                                          |       |

 

Securities registered under Section 12(g) of the Act: **None**

 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.    YES o NO x

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.    YES o NO x

 

Indicate by check mark whether the registrant (1) has filed allreports to be filed by Section13 or 15(d) of the Securities Exchange Actof 1934 during the proceeding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.    YES x NO o

 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of the chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitand post such files).    YES o NO o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of the Form 10-K orany amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large acceleratedfiler, and accelerated filer, a non-accelerated filer or a smaller reportingcompany. See definitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (check one):

 
| Large accelerated filer o                     | Accelerated filer o         |
|-----------------------------------------------|-----------------------------|
|                                          |                        |
| Non-accelerated filer o                       | Smaller reporting company x |
| (Do not check if a smaller reporting company) |                        |

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).  YES o NO x

 

The aggregate market value, as of May, 31 2009, of the common stock(based on the average of the bid and asked prices of the shares on NASDAQ) ofMesa Laboratories Inc. held by non-affiliates (assuming, for this purpose, thatall directors, officers and owners of 5% or more of the registrant’s commonstock are deemed affiliates) was approximately $38,229,840.

 

The number of outstanding shares of the common stock as of May 31,2009 was 3,186,966.

 

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for the 2009 Annual Meeting of Shareholders

Part III information is incorporated by reference from the ProxyStatement

 

 

 

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**EXPLANATORYNOTE**

 

This Amendment No. 1on Form 10-K/A to our Annual Report on Form 10-K for the fiscal yearended March 31, 2009, originally filed with the Securities and ExchangeCommission on June 29, 2009, amends Item 9A(T) (Controls andProcedures) of our Annual Report on Form 10-K.  This Form 10-K/A is filed to correctformat and completeness of the disclosure. Consent of our independent auditors is attached to this Form 10-K/Aas Exhibit (23) (i) and certifications from our Chief ExecutiveOfficer and Chief Financial Officer required by Sections 302 and 906 of theSarbanes-Oxley Act of 2002 are attached to this Form 10-K/A as Exhibits31.1, 31.2, 32.1 and 32.2.

 

**ITEM 9A(T).  CONTROLS AND PROCEDURES**

 

**Evaluation of Disclosure Controls and Procedures**

 

We maintain disclosure controls and procedures (asdefined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of1934, as amended) that are designed to reasonably ensure that informationrequired to be disclosed by us in the reports we file or submit under theSecurities Exchange Act of 1934, as amended, is recorded, processed, summarizedand reported within the time periods specified in the Securities and ExchangeCommission’s rules and forms and that such information is accumulated andcommunicated to our management, including our principal executive and principalfinancial officers, or persons performing similar functions, as appropriate toallow timely decisions regarding required disclosure.

 

Our managementevaluated, with the participation of our Chief Executive Officer and ChiefFinancial Officer, the effectiveness of the design and operation of ourdisclosure controls and procedures as of the end of the period covered in thisannual report on Form 10-K. Based on that evaluation, our Chief ExecutiveOfficer and Chief Financial Officer concluded that our disclosure controls andprocedures were effective as of the end of such period to provide reasonableassurance that information required to be disclosed in our Exchange Act reportsis recorded, processed, summarized and reported within the time periodsspecified in the SEC’s rules and forms, and that material information relatingto our company is made known to management, including our Chief Executive Officerand Chief Financial Officer, particularly during the period when our periodicreports are being prepared.

 

**Management’s Report on Internal Control over FinancialReporting**

 

Mesa Laboratories,Inc. management is responsible for establishing and maintaining adequateinternal control over financial reporting, as such term is defined in ExchangeAct Rules 13a-15(f) and 15d-15(f). Under the supervision and with theparticipation of our Chief Executive Officer and Chief Financial Officer, ourmanagement conducted an evaluation of the effectiveness of our internal controlover financial reporting based on the framework in Internal Control—IntegratedFramework issued by the Committee of Sponsoring Organizations of the TreadwayCommission. Based on that evaluation, our management concluded that ourinternal control over financial reporting was effective as of March 31, 2009.

 

This annual reportdoes not include an attestation report of the company’s registered publicaccounting firm regarding internal control over financial reporting.Management’s report was not subject to attestation by the company’s registeredpublic accounting firm pursuant to temporary rules of the Securities andExchange Commission that permit the company to provide only management’s reportin this annual report.

 

**Changes in Internal Control Over Financial Reporting**

 

There was nochange in our internal control over financial reporting that occurred duringour fourth quarter of the year ended March 31, 2009 that has materiallyaffected, or is reasonably likely to materially affect our internal controlover financial reporting.

 

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**Inherent Limitations of Disclosure Controls andProcedures and Internal Control over Financial Reporting**

 

It should be notedthat any system of controls, however well designed and operated, can provideonly reasonable, and not absolute, assurance that the objectives of the systemwill be met. In designing and operating a control system, one must consider thepotential benefits of controls relative to their costs and the reality oflimited resources available to allocate to control activities, particularly insmaller companies. In addition, the design of any control system is based inpart upon certain assumptions about the likelihood of future events and therecan be no assurance that any control will meet its objectives under allpotential future conditions. Because of such inherent limitations in anycontrol system, there can be no absolute assurance that control issues,misstatements, and/or fraud will be prevented or detected.

 

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**SIGNATURES**

 

In accordance withSection 13 or 15(d) of the Exchange Act, the registrant caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|   |               |   | MESA LABORATORIES, INC. |
|--------|--------------------|--------|-------------------------|
|   |               |   | Registrant              |
|   |               |   |                    |   |
|   |               |   |                    |   |
| Date:  | July 13, 2009 |   | By:                     | /s/John J. Sullivan,  Ph.D. |
|   |               |   |                    | John J. Sullivan, Ph.D,  CEO |

 

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**EXHIBITSINDEX**

 
| (23)(i) | Consent  of Ehrhardt Keefe Steiner & Hottman PC, independent registered  public accounting firm, to the incorporation by reference in the Registration  Statements on Form S-8 (file numbers 333-89808, 333-02074, 333-18161,  333-48556, 333-122911, 333-138619 and 333-152210) of their report dated  June 29, 2009, included in the Registrant’s Report on Form 10-K/A  Amendment No. 1 for the fiscal year ended March 31, 2009. |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (31.1)  | Certification  of Chief Executive Officer Pursuant to Rule 13a-14(a).                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (31.2)  | Certification  of Chief Financial Officer Pursuant to Rule 13a-14(a).                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (32.1)  | Certification  of Chief Executive Officer Pursuant to Rule 13a-14(a) and 18 U.S.C. Section  1350.                                                                                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (32.2)  | Certification  of Chief Financial Officer Pursuant to Rule 13a-14(a) and 18 U.S.C. Section  1350.                                                                                                                                                                                                                                                                                                                                                                           |

 

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