<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HESKA CORPORATION
----------------------------------------
(Exact name of registrant as specified
in its charter)
Delaware 77-0192527
- ----------------------- --------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1825 Sharp Point Drive, Fort Collins, Colorado 80525
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ---------------------- -------------------------------
None None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
---------------------------------------
(Title of class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
In response to this item, incorporated by reference is the description of the
Common Stock, $.001 par value per share (the "Common Stock"), of Heska
Corporation (the "Registrant") contained under the caption "Description of
Capital Stock" in the Prospectus (Subject to Completion) dated April 24,
1997 that forms a part of the Registrant's Registration Statement on Form S-1
(File No. 333-25767) (the "Registration Statement").
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
1(a)* Restated Articles of Incorporation of Heska Corporation, a
California corporation, as filed with the Secretary of State of
the State of California on April 4, 1996 (incorporated herein by
reference to Exhibit 3.1(a) of the Registration Statement).
1(b)* Form of Restated Certificate of Incorporation of Heska Merger
Corporation, a Delaware corporation (to be filed prior to the
effective date of the Registration Statement (incorporated herein
by reference to Exhibit 3.1(b) of the Registration Statement).
1(c)* Form of Restated Certificate of Incorporation of Heska
Corporation, a Delaware corporation (to be filed after the closing
of the offering) (incorporated herein by reference to
Exhibit 3.1(c) of the Registration Statement).
2(a)* Bylaws of Heska Corporation, a California corporation, as amended
(incorporated herein by reference to Exhibit 3.2(a) of the
Registration Statement).
2(b)* Bylaws of Heska Merger Corporation, a Delaware corporation, as
amended (incorporated herein by reference to Exhibit 3.2(b) of
the Registration Statement).
2(c)* Bylaws of Heska Corporation, a Delaware corporation, as amended
(to be adopted after the closing of the offering) (incorporated
herein by reference to Exhibit 3.2(c) of the Registration
Statement).
3* Form of Common Stock Certificate of Registrant (incorporated
herein by reference to Exhibit 4.1 of the Registration
Statement).
4 The description of the Common Stock of the Registrant contained
under the caption "Description of Capital Stock" set forth on
page 51 of the Prospectus (Subject to Completion) dated April 24,
1997 is incorporated herein by reference from the
Registration Statement.
* Filed as an exhibit to the Registration Statement or subsequent
amendments thereto.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: April 24, 1997.
HESKA CORPORATION
By /s/ DEBORAH E. ROBBINS
------------------------------------
Deborah E. Robbins
Vice President and General Counsel
-3-
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- -------- ---------
<S> <C>
1(a)* Restated Articles of Incorporation of Heska Corporation, a
California corporation, as filed with the Secretary of State of the
State of California on April 4, 1996 (incorporated herein by reference
to Exhibit 3.1(a) of the Registration Statement).
1(b)* Form of Restated Certificate of Incorporation of Heska Merger
Corporation, a Delaware corporation (to be filed prior to the
effective date of the Registration Statement (incorporated herein by
reference to Exhibit 3.1(b) of the Registration Statement).
1(c)* Form of Restated Certificate of Incorporation of Heska Corporation, a
Delaware corporation (to be filed after the closing date of the
offering) (incorporated herein by reference to Exhibit 3.1(c)
of the Registration Statement).
2(a)* Bylaws of Heska Corporation, a California corporation, as amended
(incorporated herein by reference to Exhibit 3.2(a) of the
Registration Statement).
2(b)* Bylaws of Heska Merger Corporation, a Delaware corporation, as amended
(incorporated herein by reference to Exhibit 3.2(b) of the
Registration Statement).
2(c)* Bylaws of Heska Corporation, a Delaware corporation, as amended (to
be adopted after the closing of the offering) (incorporated herein
by reference to Exhibit 3.2(c) of the Registration Statement).
3* Form of Common Stock Certificate of Registrant (incorporated herein by
reference to Exhibit 4.1 of the Registration Statement).
4 The description of the Common Stock of the Registrant contained under
the caption "Description of Capital Stock" set forth on page 51 of the
Prospectus (Subject to Completion) dated April 24, 1997 is
incorporated herein by reference from the Registration Statement.
</TABLE>
* Filed as an exhibit to the Registration Statement or subsequent
amendments thereto.
-4-