0001038133-19-000017.txt : 20190308 0001038133-19-000017.hdr.sgml : 20190308 20190308112148 ACCESSION NUMBER: 0001038133-19-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190308 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190308 DATE AS OF CHANGE: 20190308 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22427 FILM NUMBER: 19668111 BUSINESS ADDRESS: STREET 1: 3760 ROCKY MOUNTAIN AVENUE CITY: LOVELAND STATE: CO ZIP: 80538 BUSINESS PHONE: 9704937272 MAIL ADDRESS: STREET 1: 3760 ROCKY MOUNTAIN AVENUE CITY: LOVELAND STATE: CO ZIP: 80538 8-K 1 furlong8-k.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
 
March 8, 2019
Date of Report (Date of earliest event reported)
 
 
 
 
 
HESKA CORPORATION
(Exact name of Registrant as specified in its charter)
 
Delaware
000-22427
77-0192527
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 

3760 Rocky Mountain Avenue
Loveland, Colorado 80538
(Address of principal executive offices, including zip code)
 
 
(970) 493-7272
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    
(d)    On March 8, 2019, Heska Corporation, a Delaware corporation (the “Company”), announced that Mr. Mark F. Furlong has joined the Company’s Board of Directors (the “Board”) after the Company approved the increase in the size of the Board to eight directors, all in accordance with the Company’s amended and restated bylaws (the “Bylaws”). A copy of the press release announcing Mr. Furlong’s appointment is attached hereto as Exhibit 99.1 and incorporated by reference herein. Mr. Furlong will serve as a Class I director with his initial term expiring in 2019 in accordance with the Bylaws, and he has been appointed to serve as a member of the Board’s Audit and Corporate Governance Committees. He is expected to serve in such capacities until the Company’s next annual meeting of stockholders or until his earlier resignation or removal.

There are no arrangements or understandings between Mr. Furlong and any other person in connection with his appointment to the Board, and there are and have been no transactions since January 1, 2018, or any currently proposed transaction, in which the Company was or is to be a participant in excess of $120,000 and in which Mr. Furlong had or will have a direct or indirect material interest. Mr. Furlong’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors.


Item 9.01     Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.
  
Exhibit Description
 
 
  





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
HESKA CORPORATION,
a Delaware corporation
 
 
Dated: March 8, 2019
By: /s/ Jason A. Napolitano
      Jason A. Napolitano
      Chief Operating Officer and Chief Strategist






EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
 




EX-99.1 2 furlongexhibit991.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

heskalogo.jpg
Heska Corporation    
Jon Aagaard
Director, Investor Relations    
970.619.3033    
investorrelations@heska.com    

Mark Furlong Joins Heska’s Board of Directors

LOVELAND, CO, March 8, 2019 -- Heska Corporation (NASDAQ: HSKA - News; "Heska" or the "Company"), a provider of advanced veterinary diagnostic and specialty products, announced that Mark Furlong has joined the Company’s Board of Directors (the "Board").

Mr. Furlong is the former President and Chief Executive Officer of BMO Harris Bank, N.A., a role he held from the acquisition of Marshall & Ilsley Corporation by BMO Financial Group in 2011 until his retirement in June 2015. He joined Marshall & Ilsley Corporation in 2001 as Chief Financial Officer, was elected President in 2004, Chief Executive Officer in 2007 and Chairman in 2010. His prior experience includes service as Chief Financial Officer of Old Kent Financial Corp., as First Vice President, Corporate Development for H.F. Ahmanson & Company and as audit partner for Deloitte & Touche LLP.

“Heska’s record of success over the past five years speaks for itself,” commented Mr. Furlong. “I look forward to working with Kevin, his management team and the board of directors to further enhance shareholder value at Heska.”

“As our Board discussed desirable skill sets for new potential members, we felt that a former public company CEO and a former public company CFO would provide us with valuable insights,” said Scott Humphrey, Heska’s Board Chair. “Mark brings both skill sets in one individual, as well as past corporate development and audit expertise.”

Mr. Furlong currently serves as a Director of Boston Private Financial Holdings, Inc. (NASDAQ: BPFH), Kforce Inc. (NASDAQ: KFRC) and Antares Capital. Mr. Furlong has also been active in numerous civic and charitable activities. He is the immediate past-Chair of Chicago United, the largest Chicago-based organization focused solely on businesses, addressing diversity in boards of directors, management and supplier relationships and is a member of the Chicago Board of Education.






About Heska
Heska Corporation (NASDAQ: HSKA - News) manufactures, develops and sells advanced veterinary diagnostic and specialty healthcare products. Heska's business is composed of Core Companion Animal Health ("CCA") segment, which represents approximately 85% of revenue, and Other Vaccines, Pharmaceuticals and Products ("OVP") segment, which represents approximately 15% of revenue. CCA segment includes, primarily for canine and feline use, Point of Care Laboratory testing instruments and consumables under a unique multi-year Reset Subscription model, digital imaging products, software and services, local and cloud-based data services, allergy testing and immunotherapy, and single use offerings such as in-clinic diagnostic tests and heartworm preventive products. OVP segment includes, primarily for herd animal health, private label vaccine and pharmaceutical production under third party agreements and channels. For further information on Heska and its products, visit www.heska.com.

Forward-Looking Statements
This announcement contains forward-looking statements regarding Heska's future financial and operating results. These statements are based on current expectations and are subject to a number of risks and uncertainties. Factors that could affect the business and financial results of Heska generally include, but are not limited to, the following: using past results, including trends, to predict future outcomes, including financial results and customer behavior; uncertainties regarding the value of past experience when considering current and future challenges; reliance on key personnel; competition; uncertainties regarding the impact of any one individual on an organization; and the risks set forth in Heska's filings and future filings with the Securities and Exchange Commission, including those set forth in Heska's Annual Report on Form 10-K for the year ended December 31, 2018.



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