10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 0-22427

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 Number)
3760 Rocky Mountain Avenue
Loveland, Colorado	80538
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (970) 493-7272

Securities registered pursuant to Section 12(b) of the Act:

Public Common Stock, $.01 par value	The Nasdaq Stock Market LLC
(Title of Class)	(Name of Each Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company as defined in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller Reporting Company þ
		(Do not check if a small reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of voting common stock held by non-affiliates of the Registrant was approximately $31,299,307 as of June 30, 2010 based upon the closing price on the Nasdaq Capital Market reported for such date. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose.

5,234,100 shares of the Registrant’s Common Stock, $.01 par value, were outstanding at March 17, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

Items 10 (as to directors), 11, 12, 13 and 14 of Part III incorporate by reference information from the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the Registrant’s 2011 Annual Meeting of Stockholders.

TABLE OF CONTENTS

PART IV
	Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
Exhibit 10.32
Exhibit 31.3
Exhibit 31.4
Exhibit 32.1

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Heska Corporation (the “Company”) for the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission (the “Commission”) on March 18, 2011 (the “Original Filing”). This Amendment is being filed solely to file the revised redacted version of Exhibit 10.32 to the Original Filing, which has been revised in response to comments that the Company received from the staff of the Commission in connection with the Company’s request for confidential treatment with respect thereto.

As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment. Except as described above, no attempt has been made in this Amendment to modify or update other items or disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as a part of this Form 10-K.

(1) Financial Statements:

Reference is made to the Index to Consolidated Financial Statements under Item 8 in Part II of this Form 10-K.

(2) Financial Statement Schedules:

Schedule II — Valuation and Qualifying Accounts.

SCHEDULE II

HESKA CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(amounts in thousands)

			Additions
	Balance at		Charged to
	Beginning		Costs and		Other					Balance at
Allowance for doubtful accounts	of Year		Expenses		Additions		Deductions			End of Year
Year ended:
December 31, 2008	$	96	$	137		—	$	(24)	(a)	$	209
December 31, 2009	$	209	$	89		—	$	(121)	(a)	$	177
December 31, 2010	$	177	$	57		—	$	(98)	(a)	$	136

(a) Write-offs of uncollectible accounts.

(3) Exhibits:

The exhibits listed below are required by Item 601 of Regulation S-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K/A (Amendment No. 1) has been identified.

Exhibit
Number			Notes			Description of Document
	3	(i)#				Restated Certificate of Incorporation of the Registrant.
3		(ii)#				Certificate of Amendment to Restated Certificate of Incorporation of the Registrant.
3		(iii)#				Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of the Registrant.
3		(iv)		(15	)	Bylaws of the Registrant.
	10.1	*#				1997 Incentive Stock Plan of Registrant, as amended.
	10.2	*		(10	)	1997 Incentive Stock Plan Employees and Consultants Option Agreement.
	10.3	*		(10	)	1997 Incentive Stock Plan Outside Directors Option Agreement.
	10.4	*		(13	)	2003 Equity Incentive Plan, as amended and restated.
	10.5	*		(13	)	2003 Equity Incentive Plan Option Agreement.
	10.6	*		(15	)	1997 Employee Stock Purchase Plan of Registrant, as amended.
	10.7	*		(9	)	Management Incentive Plan Master Document.
	10.8	*#				2011 Management Incentive Plan.
	10.9	*#				Director Compensation Policy.
	10.10	*		(11	)	Form of Indemnification Agreement entered into between Registrant and its directors and certain officers.
	10.11	*		(8	)	Amended and Restated Employment Agreement with Robert B. Grieve, dated March 29, 2006.
	10.12	*		(11	)	Amendment to Employment Agreement between Registrant and Robert B. Grieve, dated effective as of January 1, 2008.
	10.13	*		(10	)	Employment Agreement between Diamond Animal Health, Inc. and Michael McGinley, dated May 1, 2000.
	10.14	*		(11	)	Amendment to Employment Agreement between Diamond Animal Health, Inc. and Michael McGinley, dated effective as of January 1, 2008.
	10.15	*		(4	)	Employment Agreement between Registrant and Jason Napolitano, dated May 6, 2002.
	10.16	*		(11	)	Amendment to Employment Agreement between Registrant and Jason Napolitano, dated effective as of January 1, 2008.
	10.17	*		(4	)	Employment Agreement between Registrant and Michael Bent, dated May 1, 2000.
	10.18	*		(11	)	Amendment to Employment Agreement between Registrant and Michael Bent, dated effective as of January 1, 2008.
	10.19	*		(10	)	Employment Agreement between Registrant and Nancy Wisnewski, dated April 15, 2002.
	10.20	*		(11	)	Amendment to Employment Agreement between Registrant and Nancy Wisnewski, dated effective as of January 1, 2008.
	10.21			(6	)	Net Lease Agreement between Registrant and CCMRED 40, LLC, dated May 24, 2004.
	10.22			(7	)	First Amendment to Net Lease Agreement and Development Agreement between Registrant and CCMRED 40, LLC, dated February 11, 2005.
	10.23			(7	)	Second Amendment to Net Lease Agreement between Registrant and CCMRED 40, LLC, dated July 14, 2005.
	10.24			(14	)	Third Amendment to Net Lease Agreement between Registrant and Millbrae Square Company, effective as of January 1, 2010.
	10.25	+		(10	)	Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Business Credit, Inc., dated December 30, 2005.

Exhibit
Number			Notes			Description of Document
	10.26	+		(11	)	First Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated December 5, 2006.
	10.27	+		(11	)	Second Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated July 20, 2007.
	10.28			(11	)	Third Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated December 21, 2007.
	10.29	+		(12	)	Fourth and Fifth Amendments to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated October 16, 2008.
	10.30	+		(13	)	Sixth Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated December 30, 2008.
	10.31	+		(14	)	Seventh Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated November 30, 2009.
	10.32	+				Eighth Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated December 15, 2010.
	10.33	+		(1	)	Product Supply Agreement between Registrant and Quidel Corporation, dated July 3, 1997.
	10.34	+		(2	)	First Amendment to Product Supply Agreement between Registrant and Quidel Corporation, dated March 15, 1999.
	10.35			(13	)	Letter Amendment to Product Supply Agreement between Registrant and Quidel Corporation dated July 7, 2004.
	10.36	+		(3	)	Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated September 30, 2002.
	10.37	+		(5	)	First Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated September 20, 2004.
	10.38	+		(10	)	Second Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated December 10, 2004.
	10.39	+		(10	)	Third Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated May 26, 2006.
	10.40	+		(11	)	Fourth Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated as of November 16, 2007.
	10.41	+#				Fifth Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated as of December 23, 2010.
	10.42	+		(10	)	Supply and Distribution Agreement between Registrant and Boule Medical AB, dated June 17, 2003, Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated June 1, 2004 and Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated December 31, 2004.

Exhibit
Number			Notes			Description of Document
	10.43	+		(12	)	Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated July 12, 2005; Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated March 20, 2007; Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated January 23, 2008; and Sixth Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated October 1, 2008.
	10.44	+		(10	)	Supply and License Agreement between Registrant and Schering-Plough Animal Health Corporation, dated as of August 1, 2003.
	10.45	+		(13	)	Amendment No. 1 to Supply and License Agreement between Registrant and Schering-Plough Animal Health Corporation, dated August 31, 2005.
	10.46	+		(10	)	Distribution Agreement between Registrant and Arkray Global Business, Inc. dated November 1, 2004.
	10.47	+		(11	)	Clinical Chemistry Analyzer Agreement between Registrant and FUJIFILM Corporation, dated as of January 30, 2007.
	21.1	#				Subsidiaries of the Company.
	23.1	#				Consent of Ehrhardt Keefe Steiner & Hottman PC, Independent Registered Public Accounting Firm.
	24.1	#				Power of Attorney (Included on Signature Page of Form 10-K).
	31.1	#				Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
	31.2	#				Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
	31.3					Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
	31.4					Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
	32.1	##				Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Notes
*	Indicates management contract or compensatory plan or arrangement.
+	Confidential portions of this agreement have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
#	Previously filed.
##	Furnished herewith.
(1)	Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 1997.
(2)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2001.
(3)	Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2002.
(4)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2002.
(5)	Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2004.
(6)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2004.
(7)	Filed with the Registrant’s Form 10-Q for the quarter ended June 30, 2005.
(8)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2005.
(9)	Filed with the Registrant’s Form 10-Q for the quarter ended March 31, 2006.
(10)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2006.
(11)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2007.
(12)	Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2008.
(13)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2008.
(14)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2009.
(15)	Filed with the Registrant’s Form 10-Q for the quarter ended March 31, 2010.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 19, 2011.

HESKA CORPORATION
By:	/s/ ROBERT B. GRIEVE
	Robert B. Grieve
	Chairman of the Board and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number			Notes			Description of Document
	3	(i)#				Restated Certificate of Incorporation of the Registrant.
3		(ii)#				Certificate of Amendment to Restated Certificate of Incorporation of the Registrant.
3		(iii)#				Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of the Registrant.
3		(iv)		(15	)	Bylaws of the Registrant.
	10.1	*#				1997 Incentive Stock Plan of Registrant, as amended.
	10.2	*		(10	)	1997 Incentive Stock Plan Employees and Consultants Option Agreement.
	10.3	*		(10	)	1997 Incentive Stock Plan Outside Directors Option Agreement.
	10.4	*		(13	)	2003 Equity Incentive Plan, as amended and restated.
	10.5	*		(13	)	2003 Equity Incentive Plan Option Agreement.
	10.6	*		(15	)	1997 Employee Stock Purchase Plan of Registrant, as amended.
	10.7	*		(9	)	Management Incentive Plan Master Document.
	10.8	*#				2011 Management Incentive Plan.
	10.9	*#				Director Compensation Policy.
	10.10	*		(11	)	Form of Indemnification Agreement entered into between Registrant and its directors and certain officers.
	10.11	*		(8	)	Amended and Restated Employment Agreement with Robert B. Grieve, dated March 29, 2006.
	10.12	*		(11	)	Amendment to Employment Agreement between Registrant and Robert B. Grieve, dated effective as of January 1, 2008.
	10.13	*		(10	)	Employment Agreement between Diamond Animal Health, Inc. and Michael McGinley, dated May 1, 2000.
	10.14	*		(11	)	Amendment to Employment Agreement between Diamond Animal Health, Inc. and Michael McGinley, dated effective as of January 1, 2008.
	10.15	*		(4	)	Employment Agreement between Registrant and Jason Napolitano, dated May 6, 2002.
	10.16	*		(11	)	Amendment to Employment Agreement between Registrant and Jason Napolitano, dated effective as of January 1, 2008.
	10.17	*		(4	)	Employment Agreement between Registrant and Michael Bent, dated May 1, 2000.
	10.18	*		(11	)	Amendment to Employment Agreement between Registrant and Michael Bent, dated effective as of January 1, 2008.
	10.19	*		(10	)	Employment Agreement between Registrant and Nancy Wisnewski, dated April 15, 2002.
	10.20	*		(11	)	Amendment to Employment Agreement between Registrant and Nancy Wisnewski, dated effective as of January 1, 2008.
	10.21			(6	)	Net Lease Agreement between Registrant and CCMRED 40, LLC, dated May 24, 2004.
	10.22			(7	)	First Amendment to Net Lease Agreement and Development Agreement between Registrant and CCMRED 40, LLC, dated February 11, 2005.
	10.23			(7	)	Second Amendment to Net Lease Agreement between Registrant and CCMRED 40, LLC, dated July 14, 2005.
	10.24			(14	)	Third Amendment to Net Lease Agreement between Registrant and Millbrae Square Company, effective as of January 1, 2010.
	10.25	+		(10	)	Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Business Credit, Inc., dated December 30, 2005.
	10.26	+		(11	)	First Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated December 5, 2006.

Exhibit
Number			Notes			Description of Document
	10.27	+		(11	)	Second Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated July 20, 2007.
	10.28			(11	)	Third Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated December 21, 2007.
	10.29	+		(12	)	Fourth and Fifth Amendments to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated October 16, 2008.
	10.30	+		(13	)	Sixth Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated December 30, 2008.
	10.31	+		(14	)	Seventh Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated November 30, 2009.
	10.32	+				Eighth Amendment to Third Amended and Restated Credit and Security Agreement between Registrant, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association, dated December 15, 2010.
	10.33	+		(1	)	Product Supply Agreement between Registrant and Quidel Corporation, dated July 3, 1997.
	10.34	+		(2	)	First Amendment to Product Supply Agreement between Registrant and Quidel Corporation, dated March 15, 1999.
	10.35			(13	)	Letter Amendment to Product Supply Agreement between Registrant and Quidel Corporation dated July 7, 2004.
	10.36	+		(3	)	Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated September 30, 2002.
	10.37	+		(5	)	First Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated September 20, 2004.
	10.38	+		(10	)	Second Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated December 10, 2004.
	10.39	+		(10	)	Third Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated May 26, 2006.
	10.40	+		(11	)	Fourth Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated as of November 16, 2007.
	10.41	+#				Fifth Amendment to Amended and Restated Bovine Vaccine Distribution Agreement between Diamond Animal Health, Inc. and Agri Laboratories, Ltd., dated as of December 23, 2010.
	10.42	+		(10	)	Supply and Distribution Agreement between Registrant and Boule Medical AB, dated June 17, 2003, Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated June 1, 2004 and Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated December 31, 2004.
	10.43	+		(12	)	Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated July 12, 2005; Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated March 20, 2007; Letter Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated January 23, 2008; and Sixth Amendment to Supply and Distribution Agreement between Registrant and Boule Medical AB, dated October 1, 2008.

Exhibit
Number			Notes			Description of Document
	10.44	+		(10	)	Supply and License Agreement between Registrant and Schering-Plough Animal Health Corporation, dated as of August 1, 2003.
	10.45	+		(13	)	Amendment No. 1 to Supply and License Agreement between Registrant and Schering-Plough Animal Health Corporation, dated August 31, 2005.
	10.46	+		(10	)	Distribution Agreement between Registrant and Arkray Global Business, Inc. dated November 1, 2004.
	10.47	+		(11	)	Clinical Chemistry Analyzer Agreement between Registrant and FUJIFILM Corporation, dated as of January 30, 2007.
	21.1	#				Subsidiaries of the Company.
	23.1	#				Consent of Ehrhardt Keefe Steiner & Hottman PC, Independent Registered Public Accounting Firm.
	24.1	#				Power of Attorney (Included on Signature Page of Form 10-K).
	31.1	#				Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
	31.2	#				Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
	31.3					Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
	31.4					Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
	32.1	##				Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Notes
*	Indicates management contract or compensatory plan or arrangement.
+	Confidential portions of this agreement have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
#	Previously filed.
##	Furnished herewith.
(1)	Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 1997.
(2)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2001.
(3)	Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2002.
(4)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2002.
(5)	Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2004.
(6)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2004.
(7)	Filed with the Registrant’s Form 10-Q for the quarter ended June 30, 2005.
(8)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2005.
(9)	Filed with the Registrant’s Form 10-Q for the quarter ended March 31, 2006.
(10)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2006.
(11)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2007.
(12)	Filed with the Registrant’s Form 10-Q for the quarter ended September 30, 2008.
(13)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2008.
(14)	Filed with the Registrant’s Form 10-K for the year ended December 31, 2009.
(15)	Filed with the Registrant’s Form 10-Q for the quarter ended March 31, 2010.

EX-10.32

Exhibit 10.32

[***] — Certain information in this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

This Amendment, dated as of December 15, 2010, is made by and between Heska Corporation, a Delaware corporation (“Heska”), Diamond Animal Health, Inc., an Iowa corporation (“Diamond”) (each of Heska and Diamond may be referred to herein individually as a “Borrower” and collectively as the “Borrowers”), and Wells Fargo Bank, National Association, operating through its Wells Fargo Capital Finance operating division (the “Lender”).

Recitals

The Borrowers and the Lender are parties to a Third Amended and Restated Credit and Security Agreement dated as of December 30, 2005 (as amended to date and as the same may be hereafter amended from time to time, the “Credit Agreement”).

The Borrowers have requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1. Defined Terms. Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit Agreement is amended by adding or amending, as the case may be, the following definitions:

“Maturity Date” means December 31, 2013.

“Rental Inventory” of a Borrower means diagnostic and monitoring instruments purchased by such Borrower for the purpose of demonstrating, loaning, leasing or renting to customers, and/or exchanging for otherwise similar customer instruments requiring service, whether accounted for as equipment or inventory.

“Revolving Floating Rate” means Daily Three Month LIBOR plus the Spread, which annual rate shall change when and as Daily Three Month LIBOR changes.

2. Spread. Section 2.7 of the Credit Agreement is hereby amended to read it its entirety as follows:

“Section 2.7 Spread. The spread (the “Spread”) means, from December 1, 2010 through the first adjustment as described below, 5.75%, and thereafter, the percentage set forth in the table below opposite the applicable prior-fiscal-year Net Income of the Borrowers, which percentage shall change annually effective as of the first day of the month following the month in which the Borrowers deliver to the Lender their audited financial statements for the prior fiscal year; provided, however, that in no case shall any decrease in the Spread occur during a Default Period:

Prior Fiscal Year Net Income	Spread
Less than $0		5.75	%
Greater than or equal to $0 but less than $2,500,000		4.75	%
Greater than or equal to $2,500,000 but less than $5,000,000		3.75	%
Greater than or equal to $5,000,000		2.75	%

3. Financial Covenants. Sections 6.12 and 6.13 of the Credit Agreement are hereby amended to read in their entireties as follows:

“Section 6.12 Minimum Capital. Heska will maintain, on a consolidated basis, as of each date listed below, its Capital at an amount not less than the amount set forth opposite such date:

Date	Minimum Capital
November 30, 2010	$	13,900,000
December 31, 2010	$	14,000,000
January 31, 2011	$	10,600,000
February 28, 2011	$	10,725,000
March 31, 2011	$	11,725,000
April 30, 2011	$	11,775,000
May 31, 2011	$	11,825,000
June 30, 2011	$	12,325,000
July 31, 2011	$	12,175,000
August 31, 2011	$	12,525,000
September 30, 2011	$	13,475,000
October 31, 2011	$	13,375,000
November 30, 2011	$	13,825,000
December 31, 2011	$	14,525,000

The covenant levels for January 31, 2011 through and including December 31, 2011 shall be adjusted upwards or downwards, respectively on a dollar-for-dollar basis, by an amount equal to the amount by which Heska’s Capital, as evidenced by Heska’s audited balance sheet as of December 31, 2010, is greater than or less than $14,898,000; provided, however, that any such downward adjustment shall not exceed $500,000.

2

Section 6.13 Minimum Net Income. Heska will achieve, on a consolidated basis, during each period described below, Net Income in an amount not less than the amount set forth opposite such period (amounts in parentheses denote negative numbers):

	Minimum Net
Period	Income
Twelve months ending December 31, 2010	$	(1,550,000	)
Three months ending March 31, 2011	$	(2,600,000	)
Six months ending June 30, 2011	$	(2,000,000	)
Nine months ending September 30, 2011	$	(850,000	)
Twelve months ending December 31, 2011	$	200,000”

4. Capital Expenditures. Section 7.10 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Section 7.10 Capital Expenditures. The Borrowers, together with any Affiliates, will not incur or contract to incur, in the aggregate, Capital Expenditures in the aggregate during the fiscal year-to-date period ending on any date described below in excess of the amount set forth opposite such date:

	Maximum Capital
Period	Expenditures
November 30, 2010	$	1,000,000
December 31, 2010	$	1,000,000
January 31, 2011	$	975,000
February 28, 2011	$	1,000,000
March 31, 2011	$	1,175,000
April 30, 2011	$	1,750,000
May 31, 2011	$	1,875,000
June 30, 2011	$	2,025,000
July 31, 2011	$	2,125,000
August 31, 2011	$	2,250,000
September 30, 2011	$	2,725,000
October 31, 2011	$	2,750,000
November 30, 2011	$	2,950,000
December 31, 2011	$	2,975,000

In addition to the foregoing, the amounts set forth above shall be adjusted upward on a dollar-for-dollar basis by the amount allocated for such purpose in accordance with Section 2.22, from the date of such increase through the end of the fiscal year in which such increase occurs.”

5. Compliance Certificate. Exhibit B to the Credit Agreement is replaced in its entirety by Exhibit B to this Amendment.

6. No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder.

3

7. Consent to Reverse Stock Split. Notwithstanding Section 7.5 of the Credit Agreement, the Lender hereby consents to Heska’s 10-to-1 reverse stock split proposed to be effected in December 2010, provided that cash payments to shareholders shall be made only in respect of odd amounts of shares held in Heska stockholder accounts (accounts containing a number of shares prior to Heska’s 10-to-1 reverse split not divisible by 10) and such cash payments in the aggregate shall not exceed $50,000.

8. Restructuring Fee. The Borrower shall pay to the Lender, as of the date of this Agreement, a fully earned, non-refundable fee of $25,000 in consideration of the Lender’s execution of this Amendment.

9. Conditions Precedent. This Amendment shall be effective when the Lender shall have received an executed original hereof, together with the following, each in form and substance acceptable to the Lender in its sole discretion:

(a) Payment of the fee described in paragraph 8.

(b) Such other matters as the Lender may require.

10. Representations and Warranties. The Borrowers hereby represent and warrant to the Lender as follows:

(a) The Borrowers have all requisite power and authority to execute this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by the Borrowers and constitute the legal, valid and binding obligation of the Borrowers, enforceable in accordance with their terms.

(b) The execution, delivery and performance by the Borrowers of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrowers, or the articles of incorporation or by-laws of the Borrowers, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Borrower is a party or by which it or its properties may be bound or affected.

(c) All of the representations and warranties contained in Article V of the Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

11. No Waiver. The execution of this Amendment and acceptance of any documents related hereto shall not he deemed to be a waiver of any Default or Event of Default under the Credit Agreement or breach, default or event of default under any Security Document or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment.

4

12. Release. The Borrowers hereby absolutely and unconditionally release and forever discharge the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Borrower has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

13. Costs and Expenses. The Borrowers hereby reaffirm their agreement under the Credit Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrowers specifically agree to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrowers hereby agree that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrowers, make a loan to the Borrowers under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

14. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

HESKA CORPORATION		DIAMOND ANIMAL HEALTH, INC.
By	/s/ Jason Napolitano	By	/s/ Jason Napolitano
	Its Chief Financial Officer		Its Chief Financial Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION
By	[***]
	[***], Authorized Signatory

6

Exhibit B to Eighth Amendment

Compliance Certificate

To:
	Wells Fargo Capital Finance
Date:	, 20
Subject:	Heska Corporation
	Financial Statements

In accordance with our Third Amended and Restated Credit and Security Agreement dated as of December 30, 2005 (the “Credit Agreement”), attached are the financial statements of Heska Corporation (“Heska”) as of and for                     , 20      (the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in this certificate have the meanings given in the Credit Agreement.

I certify that, to the best of my knowledge, the Current Financials have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly present the Borrowers’ financial condition and the results of its operations as of the date thereof.

Events of Default. (Check one):

o	The undersigned does not have knowledge of the occurrence of a Default or Event of Default under the Credit Agreement.
o	The undersigned has knowledge of the occurrence of a Default or Event of Default under the Credit Agreement and attached hereto is a statement of the facts with respect to thereto.
	I hereby certify to the Lender as follows:
o	The Reporting Date does not mark the end of one of the Borrowers’ fiscal quarters, hence I am completing all paragraphs below except paragraph 4.
o	The Reporting Date marks the end of one of the Borrowers’ fiscal quarters, hence I am completing all paragraphs below.

Financial Covenants. I further hereby certify as follows:

1. Accounts Payable. Pursuant to Section 6.5 of the Credit Agreement, as of the Reporting Date, Past Due Payables on a consolidated basis was $                    , which o satisfies o does not satisfy the requirement that the Borrowers have no Past Due Payables.

B-1

2. Minimum Capital. Pursuant to Section 6.12 of the Credit Agreement., as of the Reporting Date, Heska’s Capital was, on a consolidated basis, $                    , which o satisfies o does not satisfy the requirement that such amount be not less than $                     on the Reporting Date, as set forth in the table below and adjusted, if applicable, in accordance with Section 6.12:

Date	Minimum Capital
November 30, 2010	$	13,900,000
December 31, 2010	$	14,000,000
January 31, 2011	$	10,600,000
February 28, 2011	$	10,725,000
March 31, 2011	$	11,725,000
April 30, 2011	$	11,775,000
May 31, 2011	$	11,825,000
June 30, 2011	$	12,325,000
July 31, 2011	$	12,175,000
August 31, 2011	$	12,525,000
September 30, 2011	$	13,475,000
October 31, 2011	$	13,375,000
November 30, 2011	$	13,825,000
December 31, 2011	$	14,525,000

The covenant levels for January 31, 2011 through and including December 31, 2011 shall be adjusted upwards or downwards, respectively on a dollar-for-dollar basis, by an amount equal to the amount by which Heska’s Capital, as evidenced by Heska’s audited balance sheet as of December 31, 2010, is greater than or less than $14,898,000; provided, however, that any such downward adjustment shall not exceed $500,000.

3. Minimum Net Income. Pursuant to Section 6.13 of the Credit Agreement, as of the Reporting Date, Heska’s Net Income was, on a consolidated basis, $                    , which o satisfies o does not satisfy the requirement that such amount be no less than $                     on the Reporting Date, as set forth in the table below:

	Minimum Net
Period	Income
Twelve months ending December 31, 2010	$	(1,550,000	)
Three months ending March 31, 2011	$	(2,600,000	)
Six months ending June 30, 2011	$	(2,000,000	)
Nine months ending September 30, 2011	$	(850,000	)
Twelve months ending December 31, 2011	$	200,000”

4. Minimum Liquidity. Pursuant to Section 6.14 of the Credit Agreement, as of the Reporting Date, Heska’s Liquidity was, on a consolidated basis, $                    , which o satisfies o does not satisfy the requirement that such amount be no less than $1,500,000 on the Reporting Date.

B-2

5. Minimum Individual Book Net Worth. Pursuant to Section 6.15 of the Credit Agreement, as of the Reporting Date, Heska’s Book Net Worth was $                     and Diamond’s Book Net Worth was $                    , which o satisfies o does not satisfy the requirement that such amounts be no less than zero on the Reporting Date.

6. Maximum Contributions. Pursuant to Section 7.4(a)(v) of the Credit Agreement, as of the Reporting Date, Heska’s fiscal year-to-date aggregate contributions to non-Borrower Subsidiaries was $                    , which o satisfies o does not satisfy the requirement that such amounts be no more than $700,000 during any fiscal year.

7. Capital Expenditures. Pursuant to Section 7.10 of the Credit Agreement, for the fiscal year-to-date period ending on the Reporting Date, Heska’s Capital Expenditures were, in the aggregate and on a consolidated basis, $                    , which o satisfies o does not satisfy the requirement that such amount be not more than $                     during the period ending on the Reporting Date, as set forth in the table below and adjusted, if applicable, in accordance with Section 7.10:

	Maximum Capital
Period	Expenditures
November 30, 2010	$	1,000,000
December 31, 2010	$	1,000,000
January 31, 2011	$	975,000
February 28, 2011	$	1,000,000
March 31, 2011	$	1,175,000
April 30, 2011	$	1,750,000
May 31, 2011	$	1,875,000
June 30, 2011	$	2,025,000
July 31, 2011	$	2,125,000
August 31, 2011	$	2,250,000
September 30, 2011	$	2,725,000
October 31, 2011	$	2,750,000
November 30, 2011	$	2,950,000
December 31, 2011	$	2,975,000

B-3

Attached hereto are all relevant facts in reasonable detail to evidence the computations of the financial covenants referred to above. These computations were made in accordance with GAAP.

HESKA CORPORATION
By:
	Its

B-4

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Robert B. Grieve, certify that:

1.	I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of Heska Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

Date: August 19, 2011	/s/ Robert B. Grieve
	ROBERT B. GRIEVE
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

EX-31.4

Exhibit 31.4

CERTIFICATION

I, Jason A. Napolitano, certify that:

1.	I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of Heska Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

Date: August 19, 2011	/s/ Jason A. Napolitano
	JASON A. NAPOLITANO
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert B. Grieve, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Heska Corporation on Form 10-K, as amended, for the year ended December 31, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K, as amended, fairly presents in all material respects the financial condition and results of operations of Heska Corporation.

Date: August 19, 2011	By:	/s/ Robert B. Grieve
		Name:	ROBERT B. GRIEVE
		Title:	Chairman of the Board and Chief Executive Officer

I, Jason A. Napolitano, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Heska Corporation on Form 10-K, as amended, for the year ended December 31, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K, as amended, fairly presents in all material respects the financial condition and results of operations of Heska Corporation.

Date: August 19, 2011	By:	/s/ Jason A. Napolitano
		Name:	JASON A. NAPOLITANO
		Title:	Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Heska Corporation and will be retained by Heska Corporation and furnished to the Securities and Exchange Commission or its staff upon request.