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As filed with the Securities and Exchange Commission on May 31, 2000.
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
<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price(1) fee
----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 $2.06 $3,090,000 $815.76
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
(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 May 24, 2000.
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,
February 27, 1998, File No. 333-47124 and February 11, 1999, File No.
333-72155 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, 1999 which contains the balance
sheets of the Registrant as of December 31, 1998 and 1999 and the related
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1997, 1998 and 1999, 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 quarter ended March 31, 2000.
(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
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 Wilson Sonsini Goodrich & Rosati (included in
Exhibit 5.1).
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SIGNATURES
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 May 24, 2000
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Robert B. Grieve Vice Chairman and Chief Executive May 24, 2000
--------------------------- Officer (Principal Executive Officer)
Robert B. Grieve and Director
/s/ Ronald L. Hendrick Chief Financial Officer (Principal May 24, 2000
--------------------------- Financial and Accounting Officer)
Ronald L. Hendrick
/s/ Fred M. Schwarzer Chairman of the Board May 24, 2000
---------------------------
Fred M. Schwarzer
/s/ A. Barr Dolan Director May 24, 2000
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A. Barr Dolan
/s/ Lyle A. Hohnke Director May 24, 2000
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Lyle A. Hohnke
Director
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Denis R. Pomroy
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Lynnor B. Stevenson Director May 24, 2000
---------------------------
Lynnor B. Stevenson, Ph.D.
/s/ Guy L. Tebbit Director May 24, 2000
---------------------------
Guy L. Tebbit
/s/ John F. Sasen, Sr. Director May 24, 2000
---------------------------
John F. Sasen, Sr.
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in
Exhibit 5.1).
</TABLE>
