S-8

As filed with the Securities and Exchange Commission on May 22, 2018

Registration No. 333-____________

UNITED STATES

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 incorporation or organization)	(I.R.S. Employer Identification No.)

3760 Rocky Mountain Avenue
Loveland, CO	80538
(Address of Principal Executive Offices)	(Zip Code)

AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN OF HESKA CORPORATION

(Full title of the plan)

Kevin S. Wilson

Chief Executive Officer and President

HESKA CORPORATION

3760 Rocky Mountain Avenue

Loveland, CO 80538

(Name and address of agent for service)

(970) 493-7272

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

Large accelerated filer	o		Accelerated filer	x
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee
Common Stock, $0.01 par value	250,000	$	93.27	$	23,317,500.13	$	2,903.03
________________

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminate number of additional shares of common stock of the registrant as may be offered or issued or become issuable to prevent dilution as a result of any stock splits, stock dividends or similar transactions which result in an increase in the number of the registrant’s shares of outstanding common stock.

(2) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act based on the average of the high and low sales prices as reported on the Nasdaq Capital Market on May 15, 2018.

GENERAL INSTRUCTION E INFORMATION

This registration statement is being filed in accordance with General Instruction E to Form S-8 for the purpose of registering 250,000 additional shares of common stock, $0.01 par value, of Heska Corporation (the “Registrant”), reserved for issuance under the Amended and Restated 1997 Stock Incentive Plan of Heska Corporation (the “Plan”). These shares are additional securities of the same class as other securities for which registration statements of the Registrant on Form 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 (the “Commission”) on August 21, 1997, File No. 333-34111, February 27, 1998, File No. 333-47129, February 11, 1999, File No. 333-72155, May 31, 2000, File No. 333-38138, February 7, 2001, File No. 333-55112, February 4, 2002, File No. 333-82096, January 31, 2003, File No. 333-102871, February 11, 2004, File No. 333-112701, March 8, 2005, File No. 333-123196, April 3, 2006, File No. 333-132916, April 2, 2007, File No. 333-141737, February 25, 2014, File No. 333-194120, May 6, 2014, File No. 333-195734, and May 25, 2016, File No. 333-211567, are hereby incorporated by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information*

Not required to be filed with this registration statement.

Item 2.    Registrant Information and Employee Plan Annual Information*

Not required to be filed with this registration statement.

*The information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.  Such documents need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.  These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference in this registration statement:

(1)  The Annual Report on Form 10-K (File No. 000-22427) for the fiscal year ended December 31, 2017, filed with the Commission onMarch 9, 2018, as amended by Amendment No. 1 to Annual Report on Form 10-K/A filed with the Commission on March 19, 2018;

(2) The Quarterly Report on Form 10-Q (File No. 000-22427) for the fiscal quarter ended March 31, 2018, filed with the Commission on May 9, 2018, as amended by Amendment No. 1 to Quarterly Report on Form 10-Q/A filed with the Commission on May 10, 2018;

(3) The Registrant’s definitive Proxy Statement filed under cover of Schedule 14A (File No. 000-22427) in connection with the solicitation of proxies for the Registrant’s 2018 Annual Meeting of Stockholders (the "Annual Meeting"), filed with the Commission on March 26, 2018 (the “Proxy Statement”), together with the definitive additional materials also filed under cover of Schedule 14A in connection with the Annual Meeting, filed with the Commission on May 2, 2018;

(4) The Registrant’s Current Reports on Form 8-K (File No. 000-22427) filed with the Commission on March 13, 2018, April 27, 2018 and May 9, 2018; and

(5)  The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-22427), filed with the Commission on April 24, 1997, as amended by the Registrant’s Amendment No.1 to Registration Statement on Form 8-A/A filed with the Commission on May 6, 2010, and the Registrant’s Amendment No.

2 to Registration Statement on Form 8-A/A filed with the Commission on January 4, 2011.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 part hereof from the date of filing of such documents.

Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8.    Exhibits

Exhibit Number	Notes	Description
4.1	(1)	Amended and Restated 1997 Stock Incentive Plan.
5.1		Opinion of Polsinelli PC as to the legality of the securities being registered.
23.1		Consent of EKS&H LLLP.
23.2		Consent of Polsinelli PC (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page of this Registration Statement).
(1) Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 9, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Loveland, State of Colorado, on May 22, 2018.

HESKA CORPORATION
By:	/s/ Kevin S. Wilson
	Kevin S. Wilson
	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin S. Wilson, Jason A. Napolitano, and Catherine Grassman, and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her, in any and all capacities, to sign any 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 Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Kevin S. Wilson	Chief Executive Officer, President and Director	May 22, 2018
Kevin S. Wilson	(Principal Executive Officer)
/s/ Catherine Grassman	Vice President, Chief Accounting Officer and Controller	May 22, 2018
Catherine Grassman	(Principal Financial and Principal Accounting Officer)
/s/ Sharon J. Larson	Chair	May 22, 2018
Sharon J. Larson
/s/ G. Irwin Gordon	Director	May 22, 2018
G. Irwin Gordon
/s/ Scott W. Humphrey	Director	May 22, 2018
Scott W. Humphrey
/s/ David E. Sveen	Director	May 22, 2018
David E. Sveen, Ph.D.
/s/ Bonnie J. Trowbridge	Director	May 22, 2018
Bonnie J. Trowbridge
/s/ Carol A. Wrenn	Director	May 22, 2018
Carol A. Wrenn

EX-5.1

Exhibit 5.1

1401 Lawrence Street, Suite 2300, Denver, CO 80202

May 22, 2018

Board of Directors

Heska Corporation

3760 Rocky Mountain Avenue

Loveland, Colorado 80538

RE: Registration Statement on Form S-8

Gentlemen and Ladies:

We are acting as counsel to Heska Corporation, a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed offering of up to 250,000 shares of common stock, par value $0.01 per share, of the Company (the “Shares”), all of which shares are issuable pursuant to the Amended and Restated 1997 Stock Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based, as to matters of law, solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof, the Plan and any underlying award agreements or letters, the Shares will be validly issued, fully paid, and nonassessable.

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ POLSINELLI PC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Heska Corporation

We consent to the use of our report dated March 19, 2018, with respect to the consolidated balance sheets of Heska Corporation and Subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each year in the three-year period ended December 31, 2017, incorporated by reference in the Registration Statement on Form S-8 pertaining to the Amended and Restated 1997 Stock Incentive Plan of Heska Corporation.

/s/ EKS&H LLLP

Denver, Colorado

May 22, 2018