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As filed with the Securities and Exchange Commission on February 11, 1999.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.)
1613 Prospect Parkway
Fort Collins, CO 80525
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN OF HESKA CORPORATION
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(Full title of the plan)
ROBERT B. GRIEVE
Vice Chairman and Chief Executive Officer
Heska Corporation
1613 Prospect Parkway Drive
Fort Collins, CO 80525
(970) 493-7272
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(Name, address and telephone number, including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered/1/ per shares/2/ price/1/ fee
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Common Stock 1,322,921 5.25 6,945,335.25 1,930.80
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/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 8, 1999.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933
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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
Registration Statements of the Registrant on Forms S-8 relating to the same
employee benefit plan are effective.
The Registrant's Form S-8 Registration Statements filed with the Securities
and Exchange Commission on August 21, 1997, File No. 333-34111 and February 27,
1998, File No. 333-47129 are hereby incorporated by reference.
Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's latest Annual Report on Form 10-K (File No. 0-22427)
for the fiscal year ended December 31, 1997 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.
(2) The Registrant's Quarterly Reports on Form 10-Q (File No. 0-22427) for
the quarters ended March 31, June 30 and September 30, 1998; and 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 (File No. 0-22427), 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 deregisters 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
- ------ -------
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of J. Michael Christopher (included in Exhibit 5.1).
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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 8, 1999
HESKA CORPORATION
By /s/Robert B. Grieve
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Robert B. Grieve
Vice Chairman and
Chief Executive Officer
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Robert B. Grieve, Ronald L. Hendrick and A. Lynn
DeGeorge, 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.
Name Title Date
- ---- ----- ----
/s/ Robert B. Grieve Vice Chairman and Chief February 8, 1999
- -------------------- Executive Officer (Principal
Robert B. Grieve Executive Officer) and Director
/s/ Ronald L. Hendrick Chief Financial Officer (Principal February 8, 1999
- ---------------------- Financial and Accounting Officer)
Ronald L. Hendrick
/s/ Fred M. Schwarzer Chairman of the Board February 8, 1999
- ---------------------
Fred M. Schwarzer
/s/ A. Barr Dolan Director February 8, 1999
- -----------------
A. Barr Dolan
/s/ Lyle A. Hohnke Director February 8, 1999
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Lyle A. Hohnke
/s/ Denis R. Pomroy Director February 8, 1999
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Denis R. Pomroy
-3-
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Name Title Date
- ---- ----- ----
/s/ Lynnor B. Stevenson Director February 8, 1999
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Lynnor B. Stevenson, Ph.D.
/s/ Guy L. Tebbit Director February 8, 1999
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Guy L. Tebbit
/s/ John F. Sasen, Sr. Director February 8, 1999
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John F. Sasen, Sr.
-4-
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INDEX TO EXHIBITS
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Exhibit
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Number Exhibit
- ------ -------
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of J. Michael Christopher (included in Exhibit 5.1).
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EXHIBIT 5.1
Heska Corporation
1613 Prospect Parkway
Fort Collins, CO 80525
Tel: (970) 494-7272
February 8, 1999
Board of Directors
Heska Corporation
1613 Prospect Parkway
Fort Collins, CO 80525
Re: Registration Statement on Form S-8
Ladies and 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 1,322,921 shares of the Company's Common Stock issuable pursuant to the
Company's 1997 Stock Incentive Plan (the "Stock Plan"), it is my 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.
I 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/ J. Michael Christopher
J. Michael Christopher
General Counsel
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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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
/s/ Arthur Andersen LLP
Denver, Colorado
February 8, 1999
