-----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, VfOpauHDD6kvMmogLT7ru0Z70GiW5gwiGnVJAc/hlopBvA/2zFMACbxNbfvXMiGZ YeZ+SlmUpcR4hUZEAEk4Fg== 0000950008-97-000245.txt : 19970718 0000950008-97-000245.hdr.sgml : 19970718 ACCESSION NUMBER: 0000950008-97-000245 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970717 SROS: NASD SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51279 FILM NUMBER: 97641848 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER VENTURES II LP CENTRAL INDEX KEY: 0001005536 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVE STREET 2: SUITE 1500 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 4153256953 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVE STREET 2: STE 1500 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 HESKA CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 42805E 10 8 ----------------------------- (CUSIP Number) A. BARR DOLAN CHARTER VENTURE CAPITAL 525 UNIVERSITY AVENUE, SUITE 1500 PALO ALTO, CA 94301 (415) 325-6953 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) JULY 7, 1997 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 12 Pages Exhibit Index is on Page 12. SCHEDULE 13D - --------------------------- ----------------------- CUSIP NO. 42805E 10 8 Page 2 of 12 Pages - --------------------------- ----------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CHARTER VENTURES, A CALIFORNIA LIMITED PARTNERSHIP - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See instructions) WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,386,510 OWNED BY EACH ---------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH -0- ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,386,510 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,386,510 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) PN - ------------------------------------------------------------------------------- SCHEDULE 13D - --------------------------- ----------------------- CUSIP NO. 42805E 10 8 Page 3 of 12 Pages - --------------------------- ----------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CHARTER VENTURES II, L.P., A CALIFORNIA LIMITED PARTNERSHIP - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See instructions) WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 830,414 OWNED BY EACH ---------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH -0- ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 830,414 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,414 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) PN - ------------------------------------------------------------------------------- SCHEDULE 13D - --------------------------- ----------------------- CUSIP NO. 42805E 10 8 Page 4 of 12 Pages - --------------------------- ----------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THREE L ENTERPRISES LTD. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See instructions) WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 188,000 OWNED BY EACH ---------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH -0- ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 188,000 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 188,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) CO - -------------------------------------------------------------------------------- This Statement on Schedule 13D is filed by Charter Ventures, a California limited partnership ("Charter Ventures"), Charter Ventures II, L.P., a California limited partnership ("Charter Ventures II, L.P.", and collectively with Charter Ventures, "Charter") and Three L Enterprises Ltd., a British Virgin Islands corporation ("Three L Enterprises")(collectively, the "Reporting Persons"), pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), with respect to the Common Stock (the "Stock") of Heska Corporation, a Delaware corporation ("Heska"). As set forth below, the Reporting Persons are related to one another, but they disclaim the existence of a group. ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock, par value $.001 per share, of Heska Corporation, a Delaware corporation. The principal executive office of Heska is located at 1825 Sharp Point Drive, Fort Collins, Colorado 80525. ITEM 2. IDENTITY AND BACKGROUND. The Reporting Persons and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective general partners, directors, executive officers and controlling persons, and the information required by Item 2 regarding them, are as follows: Charter Ventures, a California limited partnership 525 University Ave., Suite 1500 Palo Alto, California 94301 Place of Organization: a California limited partnership Principal Business: Venture capital Charter Ventures II, L.P. 525 University Ave., Suite 1500 Palo Alto, California 94301 Place of Organization: a California limited partnership Principal Business: Venture capital Three L Enterprises Ltd. Room 820, Swire House Chater Road, Central HONG KONG Place of Organization: British Virgin Islands Principal Business: Investments Chavencap Limited Room 820, Swire House Chater Road, Central HONG KONG Place of Organization: a Hong Kong corporation Principal Business: General Partner, Charter Ventures and Charter Ventures II, L.P. Cha, Mou Daid Johnson Room 820, Swire House Chater Road, Central HONG KONG Citizenship: British Principal Occupation: Company director. Director, Chavencap Limited and Three L Enterprises Ltd. Cha, Selina Gaw Room 820, Swire House Chater Road, Central HONG KONG Citizenship: U.S.A. Principal Occupation: Company director. Director, Chavencap Limited. Cha, Mou Sing Payson Room 1907, St. George's Building 2 Ice House Street, Central HONG KONG Citizenship: British Principal Occupation: Company director. Director, Chavencap Limited. A. Barr Dolan 525 University Ave., Suite 1500 Palo Alto, California 94301 Citizenship: U.S.A. Principal Occupation: General Partner, Charter Ventures and Charter Ventures II, L.P. Wong, May Lung Madeline Room 820, Swire House Chater Road, Central HONG KONG Citizenship: Canada Principal Occupation: Company director. Director, Three L Enterprises Ltd. None of the persons listed above in this Item 2 has been, during the last five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a -6- party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS. On July 7, 1997, Charter Ventures II, L.P., acquired 500,000 shares of Stock for $4,250,000, in the initial public offering of Heska directly from the underwriters of such offering. The source of funds was investment capital of Charter Ventures II, L.P. Beneficial ownership of all other shares of Stock reported by the Reporting Persons hereunder was acquired in privately negotiated transactions prior to the registration of the Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The aggregate purchase price paid by each of the Reporting Persons (exclusive of the purchase of 500,000 shares already described above) is as follows: Charter Ventures: $9,010,407.50 in cash and cancellation of indebtedness (source of funds was investment capital). Charter Ventures II, L.P.: $1,377,469.80 in cash and cancellation of indebtedness (source of funds was investment capital). In addition, 600,000 shares of Series A Preferred Stock of Astarix Institute, Inc., a Delaware corporation, owned by Charter Ventures II, L.P., were exchanged for 70,000 shares of Series E Preferred Stock of Heska (which in turn were converted into Stock upon the closing of Heska's initial public offering). Three L Enterprises: 1,050,000 shares of Common Stock of Astarix Institute, Inc., a Delaware corporation, owned by Three L Enterprises were exchanged for 188,000 shares of Common Stock of Heska. ITEM 4. PURPOSE OF TRANSACTION The Stock has been acquired for investment purposes. Although they have no current plans to do so, the Reporting Persons reserve the right to purchase additional Stock or to dispose of Stock in the open market or in privately negotiated transactions or in any other lawful manner. The Reporting Persons will evaluate their holdings of Stock from time to time and, acting independently, reserve the right to take whatever action with respect to such holdings as they may deem to be in their respective best interests. -7- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) The beneficial ownership of Stock by each Reporting Person, calculated in accordance with Rule 13d-3(d)(1)(i) and based on 17,974,780 shares of Stock outstanding (the number of shares stated to be outstanding after the Company's initial public offering in the Prospectus dated June 30, 1997, filed by Heska with the Securities and Exchange Commission): Charter Ventures: 3,386,510 shares (18.8% of class) (includes 1,000 shares subject to an option). Charter Ventures II, L.P.: 830,414 shares (4.6% of class) (includes 1,000 shares subject to an option). Three L Enterprises: 188,000 shares (1.0% of class). Each Reporting Person has sole voting and sole dispositive power over the shares reported following their name above. (c) Charter Ventures II, L.P. acquired 70,000 shares of Heska's Series E Preferred Stock from Heska on May 28, 1997, in exchange for 600,000 shares of Series A Preferred Stock of Astarix Institute, Inc., a Delaware corporation, in a privately negotiated transaction. At the closing of Heska's initial public offering on July 7, 1997, all Preferred Stock of Heska was converted into Stock. Three L Enterprises acquired 188,000 shares of Stock from Heska on May 28, 1997, in exchange for 1,050,000 shares of Common Stock of Astarix Institute,Inc., a Delaware corporation, in a privately negotiated transaction. At the closing of Heska's initial public offering on July 7, 1997, Charter Ventures II, L.P. acquired 500,000 shares of Stock at the initial public offering price of $8.50 per share directly from the underwriters of such offering. All other transactions in Stock by the Reporting Persons occurred prior to the past sixty days. (d) and (e). Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with certain investments in Heska by each of Novartis AG, Volendam Investeringen N.V., and Charter (collectively, the "Investors"), the Investors entered into a Voting Agreement dated as of April 12, 1996 (the "Voting Agreement"), whereby each Investor agreed to vote or act with respect to all shares of Heska's voting securities now owned or subsequently acquired by such Investor such that one designee of each of Novartis, Volendam and Charter shall be elected to the Board of Directors of Heska. The Investors further agreed to vote their shares in such manner to -8- elect as the remaining directors of Heska individuals unaffiliated with any of the Investors but who are reasonably acceptable to all of the Investors. By executing the Voting Agreement, Heska agreed to use its best efforts to cause the nominee of each of Novartis, Volendam and Charter to be elected to Heska's Board of Directors. The Voting Agreement terminates on December 31, 2005 unless prior to such date any of the Investors ceases to beneficially hold 2,000,000 shares (as adjusted for stock splits, recapitalizations and similar events) of the voting stock of Heska. Charter Ventures and Charter Ventures II, L.P., together with certain other Heska stockholders, or their permitted transferees, are entitled to certain rights with respect to the registration of their shares ("Registrable Shares") under the Securities Act of 1933, as amended (the "Securities Act"). If Heska proposes to register any of its securities under the Securities Act for its own account or the account of any of its stockholders other than the holders of the Registrable Shares, holders of such Registrable Shares are entitled, subject to certain limitations and conditions, to notice of such registration and are, subject to certain conditions and limitations, entitled to include Registrable Shares therein, provided, among other conditions, that the underwriters of any such offering have the right to limit the number of shares included in such registration. In addition, commencing 180 days after the effective date of the Registration Statement relating to Heska's initial public offering, Heska may be required to prepare and file a registration statement under the Securities Act at its expense if requested to do so by the holders of at least 35% of the Registrable Shares, provided the reasonably expected aggregate offering price will equal or exceed $5,000,000 including underwriting discounts and commissions. Heska is required to use its best efforts to effect such registration, subject to certain conditions and limitations. Heska is not obligated to effect more than two of such stockholder-initiated registrations. Further, holders of Registrable Shares may require Heska to file additional registration statements on Form S-3, subject to certain conditions and limitations. See the material filed in response to Item 7, which is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Voting Agreement by and among Heska and certain stockholders of Heska, dated as of April 12, 1996. (Incorporated by reference to Exhibit 9.1 to the Registration Statement on Form S-1 filed by Heska Corporation with the Securities and Exchange Commission on April 24, 1997, File No. 333-25767). 2. First Amended Investors' Rights Agreement by and among Heska and certain stockholders of Heska dated as of April 12, 1996. (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed by Heska Corporation with the -9- Securities and Exchange Commission on April 24, 1997, File No. 333-25767). -10- Signature - --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 16, 1997 CHARTER VENTURES, a California limited partnership By: /s/ A. BARR DOLAN ---------------------------------- Name: A. Barr Dolan Title: General Partner CHARTER VENTURES II, L.P. By: /s/ A. BARR DOLAN ---------------------------------- Name: A. Barr Dolan Title: General Partner THREE L ENTERPRISES LTD. By: /s/ J.M.D. CHA ---------------------------------- Name: J.M.D. Cha Title: Director -11- INDEX TO EXHIBITS ----------------- Exhibit Description Page - ------- ----------- ---- 1. Voting Agreement by and among Heska and certain * stockholders of Heska, dated as of April 12, 1996. 2. First Amended Investors' Rights Agreement by and among ** Heska and certain stockholders of Heska dated as of April 12, 1996. * Incorporated by reference to Exhibit 9.1 to the Registration Statement on Form S-1 filed by Heska Corporation with the Securities and Exchange Commission on April 24, 1997, File No. 333-25767. ** Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed by Heska Corporation with the Securities and Exchange Commission on April 24, 1997, File No. 333-25767. -----END PRIVACY-ENHANCED MESSAGE-----