-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EYQldJiu6BosciQIJDnsr5oQYTRbnggnNb3WEPA0BjZMHehaPkrGGg3Zh00mQ6q/ nDq0pvw0AZIe+AyRsqPHqA== 0000927356-99-000144.txt : 19990212 0000927356-99-000144.hdr.sgml : 19990212 ACCESSION NUMBER: 0000927356-99-000144 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990211 EFFECTIVENESS DATE: 19990211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HESKA CORP CENTRAL INDEX KEY: 0001038133 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 770192527 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72155 FILM NUMBER: 99530033 BUSINESS ADDRESS: STREET 1: 1825 SHARP POINT DR CITY: FORT COLLINS STATE: CO ZIP: 80525 BUSINESS PHONE: 9704937272 MAIL ADDRESS: STREET 1: 1825 SHARP POINT DR CITY: FORT COLLINS STATE: CO ZIP: 80525 S-8 1 1997 STOCK INCENTIVE PLAN OF HESKA CORPORATION As filed with the Securities and Exchange Commission on February 11, 1999. Registration No. 333-_______ ================================================================================ 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.) 1613 Prospect Parkway Fort Collins, CO 80525 (Address of Principal Executive Offices) (Zip Code) 1997 STOCK INCENTIVE PLAN OF HESKA CORPORATION - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent of service) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- Common Stock 1,322,921 5.25 6,945,335.25 1,930.80 - -------------------------------------------------------------------------------- /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 ================================================================================ 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 - ------- 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). 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 February 8, 1999 HESKA CORPORATION By /s/Robert B. Grieve ------------------- 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 - ------------------ Lyle A. Hohnke /s/ Denis R. Pomroy Director February 8, 1999 - ------------------- Denis R. Pomroy -3- Name Title Date - ---- ----- ---- /s/ Lynnor B. Stevenson Director February 8, 1999 - ----------------------- Lynnor B. Stevenson, Ph.D. /s/ Guy L. Tebbit Director February 8, 1999 - ----------------- Guy L. Tebbit /s/ John F. Sasen, Sr. Director February 8, 1999 - ---------------------- John F. Sasen, Sr. -4- INDEX TO 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 J. Michael Christopher (included in Exhibit 5.1). EX-5.1 2 OPINION REGARIDNG LEGALITY OF SECURITIES OFFERED 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 EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 -----END PRIVACY-ENHANCED MESSAGE-----