HESKA CORP
POS AM, 1997-09-05
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>




    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
                                                      Registration No. 333-25767



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                         POST-EFFECTIVE AMENDMENT NO. 2
                                       TO
                                    FORM S-1

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                                HESKA CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                     <C>                                    <C>
            Delaware                                 2836                         77-0192527
(State or other jurisdiction of         (Primary Standard Industrial           (I.R.S. Employer
incorporation or organization           Classification Code Number)            Identification No.)
</TABLE>


                             1825 Sharp Point Drive
                          Fort Collins, Colorado 80525
                                 (970) 493-7272
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                                Fred M. Schwarzer
                      President and Chief Executive Officer
                                HESKA CORPORATION
                             1825 Sharp Point Drive
                          Fort Collins, Colorado 80525
                                 (970) 493-7272
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:

         Karen A. Dempsey, Esq.                 Michael J. Sullivan, Esq.
         Sally A. Brammell, Esq.                   Rex R. O'Neal, Esq.
         Daniel L. Cullum, Esq.                    Lisa S. Dumaw, Esq.
      Pillsbury Madison & Sutro LLP                Cooley Godward LLP
              P.O. Box 7880                   5 Palo Alto Square, 4th Floor
    San Francisco, California  94120               3000 El Camino Real
                                            Palo Alto, California  94306-2155

                                 ---------------

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

     This Registration Statement, as amended to the date of the effectiveness of
Post-Effective Amendment No. 1 thereto (June 27, 1997) (the "Registration
Statement"), registered 6,100,000 shares of the Common Stock of Heska
Corporation (the "Registrant"), of which 750,000 shares were registered pursuant
to an over-allotment option issued to the underwriters (as defined in the
Registration Statement). Of the 6,100,000 shares registered, the Registrant sold
an aggregate of 5,137,850 shares to the Underwriters and 500,000 shares to an
existing stockholder. The offering has now been terminated. Accordingly, the
Registrant hereby deregisters 462,150 of the Common Stock originally covered by
the Registration Statement.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Collins, State of
Colorado, on the 5th day of September, 1997.

                                HESKA CORPORATION



                                By      /s/ Fred M. Schwarzer
                                   ---------------------------------------------
                                            Fred M. Schwarzer
                                   President and Chief Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


<TABLE>

<CAPTION>
                   Name                                      Title                         Date
                   ----                                      -----                         ----
       <S>                                     <C>                                   <C>


           /s/ Fred M. Schwarzer               President and Chief Executive
       -----------------------------           Officer (Principal Executive
               Fred M. Schwarzer               Officer) and Director                 September 5, 1997



          /s/ William G. Skolout               Chief Financial Officer
       -----------------------------           (Principal Financial and
              William G. Skolout               Accounting Officer)                   September 5, 1997



                     *
       -----------------------------           Chairman of the Board                 September 5, 1997
               A. Barr Dolan



                     *
       -----------------------------           Director                              September 5, 1997
          Robert B. Grieve, Ph.D.



                     *
       -----------------------------           Director                              September 5, 1997
              Denis H. Pomroy



                     *
       -----------------------------           Director                              September 5, 1997
        Lynnor B. Stevenson, Ph.D.




                     *
       -----------------------------           Director                              September 5, 1997
             Guy Tebbit, Ph.D.


       *    /s/ Deborah E. Robbins
       -----------------------------
            Deborah E. Robbins
             Attorney-in-Fact

</TABLE>



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