8-K

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

Date of report (date of earliest event reported):

May 16, 2018

ABAXIS, INC.

(Exact name of registrant as specified in its charter)

California	000-19720	77-0213001
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

3240 Whipple Road, Union City, CA 94587

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(510) 675-6500

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:

☐ Written communications 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 8.01. Other Events.

On May 16, 2018, Clinton H. Severson, the Chief Executive Officer of Abaxis, Inc. (the “Company”), sent an email (the “Employee Letter”) to the Company’s employees in connection with the announcement of the proposed acquisition of the Company by Zoetis Inc., a Delaware corporation (“Parent,” and the proposed acquisition, the “Merger”). The Employee Letter was first used or made available on May 16, 2018. A copy of the Employee Letter is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On May 16, 2018, representatives of Parent presented a slide deck at a town hall meeting for the Company’s employees in connection with the announcement of the proposed Merger. The slide deck presented at the town hall meeting (the “Town Hall Presentation”) was first used or made available on May 16, 2018. A copy of the Town Hall Presentation is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

On May 16, 2018, the Company confirmed that the Company would pay as previously declared the cash dividend of $0.18 per share of common stock of the Company, to be paid on June 15, 2018, to all shareholders of record as of the close of business on June 1, 2018.

Cautionary Statement Regarding Forward-Looking Statements

Statements included in this Current Report on Form 8-K which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements. The Company and Parent caution readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties, include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against Parent or the Company; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) or Abaxis shareholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Parent and the Company do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions

or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the acquisition and integration of the Company successfully; and other factors that may affect future results of Parent and the Company. Additional factors that could cause results to differ materially from those described above can be found in Parent’s Annual Report on Form 10-K for the year ended December 31, 2017, which is on file with the Securities and Exchange Commission (the “SEC”) and in other documents Parent files with the SEC, and in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, which are on file with the SEC, and in other documents the Company files with the SEC. The Company does not undertake to update any of these statements in light of new information or future events.

Important Additional Information

In connection with the proposed transaction between Parent and the Company, the Company expects to file with the SEC a proxy statement of the Company, as well as other relevant documents concerning the proposed transaction. This communication is not a substitute for the proxy statement or for any other document that the Company may file with the SEC and send to its shareholders in connection with the proposed transaction. The proposed transaction will be submitted to the Company’s shareholders for their consideration. Before making any voting decision, shareholders of the Company are urged to read the proxy statement regarding the transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed transaction.

Shareholders of the Company will be able to obtain a free copy of the proxy statement, as well as other filings containing information about Parent and the Company, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Abaxis, Inc., 3240 Whipple Road, Union City, CA 94587, Attention: Corporate Secretary; telephone: (510) 675-6500, or from Abaxis’ website, www.abaxis.com..

Participants in the Solicitation

The Company, Parent and certain of their respective directors, executive officers and employees may be deemed participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in the Company’s definitive proxy statement, which was filed with the SEC on September 19, 2017, and certain of its Current Reports on Form 8-K. Information regarding Parent’s directors is available in Parent’s definitive proxy statement, which was filed with the SEC on April 2, 2018, and information regarding Parent’s executive officers is

available in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February15, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement to be filed with the SEC in connection with the proposed transaction. Free copies of this document may be obtained as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Employee Letter from Clinton H. Severson to Company employees on May 16, 2018
99.2	Town Hall Presentation delivered by Parent to Company employees on May 16, 2018

SIGNATURES

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

Date: May 16, 2018

ABAXIS, INC.
By:	/s/ Ross Taylor
	Ross Taylor
	Chief Financial Officer, Vice President of Finance and Secretary

EX-99.1

Exhibit 99.1

FROM: CLINT SEVERSON, CHAIRMAN AND CHIEF EXECUTIVE OFFICER, ABAXIS

TO: ALL ABAXIS COLLEAGUES

Dear Abaxis Colleagues,

Today we announced that Abaxis has entered into a definitive merger agreement with Zoetis, a leading animal health company, pursuant to which Zoetis will acquire Abaxis. This is a tremendous opportunity for both Abaxis and Zoetis. By leveraging Zoetis’ scale in over 100 countries and their direct customer relationships in approximately 45 countries, Abaxis can accelerate the sales of our leading edge technology and tools that support veterinarians.

Zoetis is a global leader in the discovery, development, manufacture and marketing of veterinary vaccines and medicines, complemented by diagnostic products, genetic tests, biodevices and a range of services. With the addition of Abaxis, Zoetis will enhance their presence in veterinary diagnostics and further be able to support veterinarians with comprehensive solutions for animal health.

This transaction is a testament to all of your dedication and hard work over the years. We have had many conversations with the Zoetis team about our passion for our customers and vision for the future of our diagnostic products.

This is an exciting announcement for Abaxis, but much work still needs to be done as we work toward closing the proposed transaction, which remains subject to customary closing conditions, including shareholder and regulatory approvals. I anticipate you will have many questions along the way and we will provide as many answers as we can. Representatives from Zoetis leadership, including CEO Juan Ramón Alaix, will be joining me today here at headquarters for a meeting at 10 a.m. PDT with Abaxis employees, the goal of which will be to provide more information about the company and how Abaxis will fit into Zoetis’ vision of animal health. After that meeting, if you have questions, you should talk to your supervisor.

We expect the proposed transaction to close before the end of the year. Until that time, Abaxis and Zoetis will continue to operate as separate companies. During the weeks and months ahead, it is very important that we all do our part to stay focused and continue to conduct business as usual. Communications with Zoetis should only take place through designated integration teams. Take great pride in the work at hand, and know that you have helped create something exceptional.

We are committed to keeping you informed as the process progresses and as we work out additional details with Zoetis.

I hope you share my excitement about this new chapter in our story.

Sincerely,

Clint Severson

Chairman and Chief Executive Officer, Abaxis

Meeting Details:

HQ Location: Building 4 (3280 Whipple Road, Union City, CA 94587)

Date and Time: Wednesday, May 16, 2018; 10:00 am PST / 1:00 pm EDT

WebEx / Dial-In Information for Remote Attendees:

Event number: 746 557 155

Event password: ZTS1234

Event address for attendees: https://zoetisevents.webex.com/zoetisevents/onstage/g.php?MTID=e7af8b5d3155a1944ba8531b5ae4bb8ca

Teleconference information

Participant Dial-In: (833) 866-1742

Participant Toll Dial-In: (409) 981-0188

Event Plus passcode: 3096398

Local International Dial-In Numbers: see attachment.

* * * * * * * * * *

Cautionary Statement Regarding Forward-Looking Information

Statements included in this communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Zoetis Inc. (“Zoetis”) and Abaxis, Inc. (“Abaxis”) caution readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties, include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Zoetis and Abaxis; the outcome of any legal proceedings that may be instituted against Zoetis or Abaxis; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) or Abaxis shareholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Zoetis and Abaxis do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the acquisition and integration of Abaxis successfully; and other factors that may affect future results of Zoetis and Abaxis. Additional factors that could cause results to differ materially from those described above can be found in Zoetis’ Annual Report on Form 10-K for the year ended December 31, 2017, which is on file with the Securities and Exchange Commission (the “SEC”) and in other documents Zoetis files with the SEC, and in Abaxis’s Annual Report on Form 10-K for the year ended March 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, which are on file with the SEC and in other documents Abaxis files with the SEC.

Important Additional Information

In connection with the proposed transaction between Zoetis and Abaxis, Abaxis expects to file with the SEC a proxy statement of Abaxis, as well as other relevant documents concerning the proposed transaction. This communication is not a substitute for the proxy statement or for any other document that Abaxis may file with the SEC and send to its shareholders in connection with the proposed transaction. The proposed transaction will be submitted to Abaxis’s shareholders for their consideration. Before making any voting decision, shareholders of Abaxis are urged to read the proxy statement regarding the transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed transaction. Shareholders of Abaxis will be able to obtain a free copy of the proxy statement, as well as other filings containing information about Zoetis and Abaxis, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Abaxis, Inc., 3240 Whipple Road, Union City, CA 94587, Attention: Secretary; telephone: (510) 675-6500, or from Abaxis’ website, www.abaxis.com.

Participants in the Solicitation

Abaxis, Zoetis and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Abaxis’ directors and executive officers is available in Abaxis’ definitive proxy statement, which was filed with the SEC on September 19, 2017, and certain of its Current Reports on Form 8-K. Information regarding Zoetis’ directors is available in Zoetis’ definitive proxy statement, which was filed with the SEC on April 2, 2018, and information regarding Zoetis’ executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 15, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement to be filed with the SEC in connection with the proposed transaction. Free copies of this document may be obtained as described in the preceding paragraph.

EX-99.2

Exhibit 99.2

INTRODUCING YOU TO ZOETIS
May 16, 2018

FORWARD-LOOKING STATEMENTS
Statements included in this communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Zoetis Inc. (“Zoetis”) and Abaxis, Inc. (“Abaxis”) caution readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties, include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Zoetis and Abaxis; the outcome of any legal proceedings that may be instituted against Zoetis or Abaxis; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) or Abaxis shareholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Zoetis and Abaxis do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the acquisition and integration of Abaxis successfully; and other factors that may affect future results of Zoetis and Abaxis. Additional factors that could cause results to differ materially from those described above can be found in Zoetis’ Annual Report on Form 10-K for the year ended December 31, 2017, which is on file with the Securities and Exchange Commission (the “SEC”) and in other documents Zoetis files with the SEC, and in Abaxis’s Annual Report on Form 10-K for the year ended March 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, which are on file with the SEC and in other2 documents Abaxis files with the SEC.

IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction between Zoetis and Abaxis, Abaxis expects to file with the SEC a proxy statement of Abaxis, as well as other relevant documents concerning the proposed transaction. This communication is not a substitute for the proxy statement or for any other document that Abaxis may file with the SEC and send to its shareholders in connection with the proposed transaction. The proposed transaction will be submitted to Abaxis’ shareholders for their consideration. Before making any voting decision, Shareholders of Abaxis are urged to read the proxy statement regarding the transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed transaction.
Shareholders of Abaxis will be able to obtain a free copy of the proxy statement, as well as other filings containing information about Zoetis and Abaxis, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Abaxis, Inc., 3240 Whipple Road, Union City, CA 94587, Attention: Corporate Secretary; telephone: (510) 675-6500, or from Abaxis’ website, www.abaxis.com.
PARTICIPANTS IN THE SOLICITATION
Abaxis, Zoetis, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Abaxis’ directors and executive officers is available in Abaxis’ definitive proxy statement, which was filed with the SEC on September 19, 2017, and certain of its Current Reports on Form 8-K. Information regarding Zoetis’ directors is available in Zoetis’ definitive proxy statement, which was filed with the SEC on April 2, 2018, and information regarding Zoets’ executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 15, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Free copies of this document may be obtained as described in the preceding paragraph.

Building on more than 60 years of experience, Zoetis discovers, develops, manufactures and markets veterinary vaccines and medicines, complemented by diagnostic products, genetic tests, biodevices and a range of services.

OUR VISION
OUR VISION GUIDES OUR ASPIRATIONS
Our products, services and people will be the most valued by animal health customers around the world.
OUR MISSION
OUR MISSION GUIDES OUR ACTIONS
We build on a six-decade history and singular focus on animal health to bring customers quality products, services and a commitment to their business.

MANUFACTURING ANIMAL CORE
SITES $
25 8 SPECIES 5.3
APPROXIMATE
APPROXIMATE COLLEAGUES R&D NUMBER OF BILLION
300 PRODUCT LINES
ANNUAL REVENUE
1,000 WE PROVIDE
VACCINES MEDICINES DIAGNOSTICS
MAJOR PRODUCT GENETIC TESTS YEARS OF CATEGORIES BIODEVICES
5 SERVICES 60+ EXPERIENCE
MARKET PRESENCE IN APPROXIMATE WORLDWIDE COLLEAGUES OUR FOCUS
42%1 2,900
COMPANION
9,000 ANIMAL HEALTH 57%1 APPROXIMATE FIELD FORCE MEMBERS
100+ LIVESTOCK
COUNTRIES HEALTH
Note: Facts and figures shown are as of Dec. 31, 2017 | 1Excludes revenue associated with Client Supply Services, which represented 1% of total 2017 revenue.

ADDRESSING
CUSTOMER NEEDS
THE ZOETIS ADVANTAGE
• Global Leadership and Scale
• Diverse Portfolio
• Interconnected Capabilities:
• Direct Customer Relationships
• Innovation
• High Quality Manufacturing
• Singular Focus

ZOETIS LEADS ANIMAL HEALTH INDUSTRY
2017 AH REPORTED SALES (INCLUDING NON-AH SALES1)
6,000
5.3Bn Since 2013, AH industry Mn) 5,000 has grown avg. of 5-6% —
4.4Bn with Zoetis growing in line
3.9Bn
(US$ 4,000
with or faster than the sales 3.1Bn market — an average of 7%
3,000
5,307 for same period.
4415 1.8Bn
Reported 2,000 3,875
3,086 1.2Bn
0.97Bn
2017FY 1,000
1771 0.51Bn 0.49Bn
1239 0.40Bn
972 511 490
397 0
8 Zoetis Boehringer Merck Elanco Bayer CEVA Virbac Phibro Dechra Vétoquinol
Source: Vetnosis Executive’s Guide 2018
1 Total sales revenue including nutritional feed additives, environmental health, diagnostics, devices/equipment, food safety,crop protection/agribusiness, contract manufacturing, services/consulting, e-learning, etc

INNOVATING ACROSS THE CONTINUUM OF CARE
PREDICT PREVENT DETECT TREAT
DATA
VACCINES, DIAGNOSTICS MEDICINES GENETICS ANALYTICS
ROBOTICS &
& SENSORS
AUTOMATION
INTERNAL CAPABILITIES COMPLEMENTED WITH EXTERNAL PARTNERSHIPS

EXPERIENCED MANAGEMENT TEAM
It is our vision to have the products, services — and people — most valued by animal health customers around the world. We are proud to be led by some of the most passionate, experienced experts in the industry.
JUAN RAMÓN ALAIX
Chief Executive Officer
HEIDI CHEN
Executive Vice President and General Counsel
GLENN DAVID
Executive Vice President and Chief Financial Officer
ANDREW FENTON
Executive Vice President and Chief Information Officer
CATHY KNUPP
Executive Vice President and President, Research and Development
ROXANNE LAGANO
Executive Vice President and Chief Human Resources Officer
CLINT LEWIS
Executive Vice President and Group President, International Operations, Commercial Development, Genetics and PHARMAQ
KRISTIN PECK
Executive Vice President and Group President, U.S.
Operations, Business Development and Strategy
ROMAN TRAWICKI
Executive Vice President and President, Global Manufacturing and Supply

OUR CULTURE
OUR CORE BELIEFS FORM THE FOUNDATION OF OUR CULTURE
AWARD-WINNING WORKPLACE

ACCELERATING GROWTH TOGETHER

NEXT STEPS
Today -Announcement
• Definitive agreement signed
• Each company continues to do business as usual
• Important elements remain the same: your current work, compensation & benefits continue
Integration Planning
• Details about future integrated company begin to be determined
Close – Before end of 2018
• Acquisition transaction finalized, subject to customary closing conditions
• Abaxis officially becomes part of Zoetis
• Integration work continues as needed

ON YOUR MIND
Future Compensation,
Business Benefits, Employment Structure & Policies With Zoetis Leadership

QUESTIONS?

www.zoetis.com
zoetis.com