-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JA5znDw6E4GyDrHfEoqT2qRGJgJ9/KcDbGbmQluXjmbK0m63EKRFjbjy1kAJwesN GuVzYrE0HofE3fxtcSZKaw== /in/edgar/work/20000531/0001035704-00-000391/0001035704-00-000391.txt : 20000919 0001035704-00-000391.hdr.sgml : 20000919 ACCESSION NUMBER: 0001035704-00-000391 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000531 EFFECTIVENESS DATE: 20000531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HESKA CORP CENTRAL INDEX KEY: 0001038133 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 770192527 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38138 FILM NUMBER: 646853 BUSINESS ADDRESS: STREET 1: 1825 SHARP POINT DR CITY: FORT COLLINS STATE: CO ZIP: 80525 BUSINESS PHONE: 9704937272 MAIL ADDRESS: STREET 1: 1825 SHARP POINT DR CITY: FORT COLLINS STATE: CO ZIP: 80525 S-8 1 0001.txt FORM S-8 1 As filed with the Securities and Exchange Commission on May 31, 2000. Registration No. 333- =============================================================================== 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 (I.R.S. Employer incorporation or organization) Identification No.) 1613 Prospect Parkway Fort Collins, CO 80525 (Address of Principal Executive Offices) (Zip Code) 1997 STOCK INCENTIVE PLAN OF HESKA CORPORATION - ------------------------------------------------------------------------------- (Full title of the plan) ROBERT B. GRIEVE Vice Chairman and Chief Executive Officer Heska Corporation 1613 Prospect Parkway Drive Fort Collins, CO 80525 (970) 493-7272 - ------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent of service) CALCULATION OF REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- -------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered(1) per share(2) price(1) fee - ----------------------- --------------------- -------------------- --------------------- -------------------- Common Stock 1,500,000 $2.06 $3,090,000 $815.76 - ----------------------- --------------------- -------------------- --------------------- --------------------
(1) Calculated pursuant to General Instruction E on Form S-8. (2) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices as reported on the Nasdaq National Market on May 24, 2000. The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933 =============================================================================== 2 INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Forms 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 on August 21, 1997, File No. 333-34111, February 27, 1998, File No. 333-47124 and February 11, 1999, File No. 333-72155 are hereby incorporated by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's latest Annual Report on Form 10-K (File No. 0-22427) for the fiscal year ended December 31, 1999 which contains the balance sheets of the Registrant as of December 31, 1998 and 1999 and the related statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997, 1998 and 1999, together with the report thereon of Arthur Andersen LLP, independent public accountants. (2) The Registrant's Quarterly Reports on Form 10-Q (File No. 0-22427) for the quarter ended March 31, 2000. (3) The description of the Registrant's common stock contained in the Registrant's Registration Statement on Form 8-A (File No. 0-22427), filed on April 24, 1997. In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 a part hereof from the date of filing of such documents. EXHIBITS Exhibit Number Exhibit - ------ ------- 5.1 Opinion regarding legality of securities to be offered. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1). -2- 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Fort Collins, Colorado, on May 24, 2000 HESKA CORPORATION By /s/ Robert B. Grieve ---------------------------------- Robert B. Grieve Vice Chairman and Chief Executive Officer (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Robert B. Grieve, Ronald L. Hendrick and A. Lynn DeGeorge, and each of them his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all 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 Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- /s/ Robert B. Grieve Vice Chairman and Chief Executive May 24, 2000 --------------------------- Officer (Principal Executive Officer) Robert B. Grieve and Director /s/ Ronald L. Hendrick Chief Financial Officer (Principal May 24, 2000 - --------------------------- Financial and Accounting Officer) Ronald L. Hendrick /s/ Fred M. Schwarzer Chairman of the Board May 24, 2000 - --------------------------- Fred M. Schwarzer /s/ A. Barr Dolan Director May 24, 2000 - ------------------ A. Barr Dolan /s/ Lyle A. Hohnke Director May 24, 2000 - --------------------------- Lyle A. Hohnke Director - --------------------------- Denis R. Pomroy
-3- 4 /s/ Lynnor B. Stevenson Director May 24, 2000 - --------------------------- Lynnor B. Stevenson, Ph.D. /s/ Guy L. Tebbit Director May 24, 2000 - --------------------------- Guy L. Tebbit /s/ John F. Sasen, Sr. Director May 24, 2000 - --------------------------- John F. Sasen, Sr.
-4- 5 INDEX TO EXHIBITS
Exhibit Number Exhibit - ------ ------- 5.1 Opinion regarding legality of securities to be offered. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1).
EX-5.1 2 0002.txt OPINION/CONSENT OF WILSON SONSINI GOODRICH ROSATI 1 EXHIBIT 5.1 WILSON SONSINI GOODRICH & ROSATI One Market Spear Street Tower, Suite 1600 San Francisco, CA 94105 Tel: (415) 947-2000 May 24, 2000 Heska Corporation 1613 Prospect Parkway Fort Collins, CO 80525 Re: Registration Statement on Form S-8 Ladies and Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by Heska Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 1,500,000 shares of the Company's Common Stock issuable pursuant to the Company's 1997 Stock Incentive Plan (the "Stock Plan"), it is our opinion that such shares of the Common Stock of the Company, when issued and sold in accordance with the Stock Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 3 0003.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement for the Heska Corporation 1997 Stock Incentive Plan of our report dated January 28, 2000, included in Heska Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Denver, Colorado May 24, 2000 -----END PRIVACY-ENHANCED MESSAGE-----