<PAGE>
As filed with the Securities and Exchange Commission on February 27, 1998.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HESKA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0192527
- ----------------------------- ----------------------------
State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
1825 Sharp Point Drive
Fort Collins, CO 80525 80525
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(Address of Principal (Zip Code)
Executive Offices)
1997 STOCK INCENTIVE PLAN OF HESKA CORPORATION
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(Full title of the plan)
Copy to:
FRED M. SCHWARZER KAREN A. DEMPSEY
President and Chief Executive Officer Pillsbury Madison & Sutro LLP
Heska Corporation P.O. Box 7880
1825 Sharp Point Drive San Francisco, CA 94120
Fort Collins, CO 80525 (415) 983-1000
(970) 493-7272
- ----------------------------- -----------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 942,701 $11.125 $10,487,549 $3,094
$0.001 par value
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<FN>
(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices as reported on
the Nasdaq National Market on February 23, 1998.
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</FN>
</TABLE>
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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<PAGE>
INFORMATION REQUIRED PURSUANT TO
--------------------------------
GENERAL INSTRUCTION E TO FORM S-8
---------------------------------
General Instruction E Information
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
The Registrant's Form S-8 Registration Statement filed with the
Securities and Exchange Commission on August 21, 1997, File No. 333-34111
is hereby incorporated by reference.
Incorporation of Documents by Reference
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's prospectus dated February 25, 1998, filed
pursuant to Rule 424(b) under the Securities Act of 1933 (in connection with
Registrant's Registration Statement on Form S-1, File No. 333-44835 (the
"Form S-1 Registration Statement")), which contains the balance sheets of the
Registrant as of December 31, 1996 and 1997 and the related statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1995, 1996 and 1997, together with the report
thereon of Arthur Andersen LLP, independent public accountants, and the
statements of income and cash flows of Diamond Animal Health, Inc., for the
year ended March 31, 1996, together with the report thereon of McGladrey &
Pullen, LLP, independent public accountants.
(2) The Registrant's Quarterly Reports on Form 10-Q (File No. 0-21126)
for the quarters ended June 30 and September 30, 1997; the Registrant's Current
Report on Form 8-K (File No. 0-22427) filed on September 12, 1997.
(3) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, filed on April 24, 1997.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Exhibits
Exhibit
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Number Exhibit
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5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Independent Public Accountants.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
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<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Collins, Colorado, on February 26, 1998.
HESKA CORPORATION
By /s/ Fred M. Schwarzer
-------------------------------------
Fred M. Schwarzer
President and
Chief Executive Officer
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred M. Schwarzer, Robert B. Grieve,
William G. Skolout and Deborah E. Robbins, and each of them his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or her substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Name Title Date
---- ----- ----
<CAPTION>
<S> <C> <C>
/s/ Fred M. Schwarzer President and Chief Executive Officer February 26, 1998
- -----------------------------------------------
Fred M. Schwarzer (Principal Executive Officer) and
Director
/s/ William G. Skolout Chief Financial Officer (Principal February 26, 1998
- -----------------------------------------------
William G. Skolout Financial and Accounting Officer)
/s/ A. Barr Dolan Chairman of the Board February 26, 1998
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A. Barr Dolan
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<PAGE>
/s/ Robert B. Grieve Vice Chairman of the Board February 26, 1998
- -----------------------------------------------
Robert B. Grieve, Ph.D.
/s/ Lyle A. Hohnke Director February 26, 1998
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Lyle A. Hohnke, Ph.D.
/s/ Denis R. Pomroy Director February 26, 1998
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Denis R. Pomroy
/s/ Lynnor B. Stevenson Director February 26, 1998
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Lynnor B. Stevenson, Ph.D.
/s/ Guy L. Tebbit Director February 26, 1998
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Guy L. Tebbit
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
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Exhibit
- -------
Number Exhibit
- ------ -------
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Independent Public Accountants.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
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<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
235 Montgomery Street
San Francisco, CA 94104
Tel: (415) 983-1000
February 26, 1998
Heska Corporation
1825 Sharp Point Drive
Fort Collins, CO 80525
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Heska Corporation, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to 942,701 shares of the Company's Common Stock issuable pursuant to the
Company's 1997 Stock Incentive Plan (the "Stock Plan"), it is our opinion that
such shares of the Common Stock of the Company, when issued and sold in
accordance with the Stock Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
E-01976
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement for the Heska
Corporation 1997 Stock Incentive Plan of our report dated January 16, 1998,
included in Heska Corporation's Form S-1 Registration Statement (File No.
333-44835).
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
February 26, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining
to the 1997 Stock Incentive Plan of Heska Corporation of our report dated May
14, 1996, relating to the financial statements of Diamond Animal Health, Inc.
included in the Registration Statement (File No. 333-44835) filed with the
Securities and Exchange Commission on January 23, 1998.
/s/ McGLADREY & PULLEN, LLP
Des Moines, Iowa
February 26, 1998
