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As filed with the Securities and Exchange Commission on June 16, 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)
HESKA CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
ROBERT B. GRIEVE
Chairman of the Board 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>
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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
----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 $2.02 $1,010,000 $266.64
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</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 June 14, 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 July 9, 1997, File No. 333-30951 is 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 Report 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
------- -------
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 June 14, 2000
HESKA CORPORATION
By /s/ Robert B. Grieve
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Robert B. Grieve
Chairman of the Board 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 Chairman of the Board and Chief June 14, 2000
--------------------------- Executive Officer (Principal
Robert B. Grieve Executive Officer) and Director
/s/ Ronald L. Hendrick Chief Financial Officer (Principal June 14, 2000
--------------------------- Financial and Accounting Officer)
Ronald L. Hendrick
--------------------------- Director June __, 2000
A. Barr Dolan
/s/ Lyle A. Hohnke Director June 14, 2000
---------------------------
Lyle A. Hohnke
/s/ Denis R. Pomroy Director June 14, 2000
---------------------------
Denis R. Pomroy
/s/ John F. Sasen, Sr. Director June 14, 2000
---------------------------
John F. Sasen, Sr.
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Fred M. Schwarzer Director June 14, 2000
---------------------------
Fred M. Schwarzer
/s/ Lynnor B. Stevenson Director June 14, 2000
---------------------------
Lynnor B. Stevenson, Ph.D.
/s/ Guy L. Tebbit Director June 14, 2000
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Guy L. Tebbit
</TABLE>
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INDEX TO 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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