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): June 13, 2023

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)	(IRS Employer Identification No.)

3760 Rocky Mountain Avenue, Loveland, Colorado 80538

(Address of principal executive offices) (ZIP code)

(970) 493-7272

(Registrant’s telephone number, including area code)

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:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	HSKA	The Nasdaq Stock Market LLC

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. ☐

Introductory Note

As previously announced, on March 31, 2023, Heska Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Antech Diagnostics, Inc., a California corporation (“Acquiror”), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation (“Parent”). On June 13, 2023 (the “Closing Date”), pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Acquiror.

The foregoing descriptions of the Merger and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on April 3, 2023 and are incorporated by reference herein.

Item 1.01. Entry into a Material Definitive Agreement.

On the Closing Date, the Company and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank National Association, as Trustee (the “Trustee”), entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture dated as of September 17, 2019 (as amended and supplemented, the “Indenture”), between the Company and the Trustee. The Supplemental Indenture provides that, from and after the effective time of the Merger, the “unit of Reference Property” (as defined in the Indenture) shall mean $120.00 per share in cash, without interest.

The foregoing descriptions of the Supplemental Indenture and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the Introductory Note above of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.04.

The Indenture

The consummation of the Merger constituted both a Fundamental Change and a Make-Whole Fundamental Change (each, as defined in the Indenture). Accordingly, as required by the Indenture, the Company intends to notify holders of the 3.750% Convertible Senior Notes due 2026 (the “Notes”) and the Trustee as promptly as practicable following the Closing Date.  Thereafter, each holder of the Notes will have a right to convert such holder’s Notes in the manner set forth in the Indenture. In lieu of receiving shares of public common stock, par value $0.01 per share, of the Company, holders of the Notes will be entitled to receive an amount equal to (i) $120.00 multiplied by the sum of (A) the Conversion Rate (as defined in the Indenture) plus (B) a number of Additional Shares (as defined in the Indenture).

Convertible Notes Repurchase Right

As a result of the closing of the Merger (which constituted a Fundamental Change), each holder of the Notes has the right, at such holder’s option, to require the Company to repurchase for cash all or a portion of such holder’s Notes, on a date (the “Fundamental Change Repurchase Date”) to be specified by the Company at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date, in accordance with the terms and conditions of the Indenture (the “Convertible Notes Repurchase Right”).

The foregoing descriptions of the Indenture and the Convertible Notes Repurchase Right and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full texts of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto, and the Indenture, which is included as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by the Company on September 17, 2019. The Supplemental Indenture and the Indenture are incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of March 31, 2023, by and among Heska Corporation, Antech Diagnostics, Inc., Helsinki Merger Sub LLC and, solely for purpose of Section 9.15 of the Merger Agreement, Mars, Incorporated (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 3, 2023 (File No.000-22427))
4.1	Supplemental Indenture, by and between Heska Corporation and U.S. Bank Trust Company, National Association, dated as of June 13, 2023
4.2	Indenture, by and between Heska Corporation and U.S. Bank Trust Company, National Association, dated as of September 17, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on September 17, 2019 (File No.000-22427))
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	HESKA CORPORATION
Date: June 13, 2023	By:	/s/ Christopher Sveen
		Christopher Sveen
		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

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EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

Reference is made to that certain Indenture dated as of September 17, 2019 (the “Indenture”), governing the 3.750% Convertible Senior Notes due 2026 of Heska Corporation, a Delaware corporation (the “Company”), between the Company and U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association), as trustee (in such capacity, the “Trustee”).  This supplemental indenture, dated as of June 13, 2023 (this “Supplemental Indenture”), is made by and between the Company and the Trustee to supplement and amend the Indenture.  Capitalized terms used in this Supplemental Indenture, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Indenture.

WHEREAS, the Company entered into the Agreement and Plan of Merger, dated March 31, 2023 (the “Merger Agreement” and the merger contemplated by the Merger Agreement, the “Merger”), by and among the Company, Antech Diagnostics, Inc. (“Acquiror”), Helsinki Merger Sub LLC, a wholly owned subsidiary of Antech (“Merger Sub”), and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated;

WHEREAS, the Merger will be consummated at the Effective Time (as defined in the Merger Agreement) on the date hereof; and

WHEREAS, Section 14.07(a) of the Indenture requires the parties to enter into this Supplemental Indenture concurrently with the consummation of the Merger.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.        Unit of Reference Property.  With respect to the Merger Event resulting from the consummation of the Merger, “unit of Reference Property” shall mean $120.00 in cash, which is equivalent to the per share merger consideration as defined and specified in the Merger Agreement. From and after the Effective Date, the only form of consideration that will be payable upon conversion of any Notes shall be cash (and, for the avoidance of doubt, in no event shall any shares of Common Stock be delivered upon the conversion of any Notes).

2.        Effectiveness.  All of the provisions of this Supplemental Indenture shall be effective as of June 13, 2023.  Except as specifically provided for in this Supplemental Indenture, all of the terms of the Indenture shall remain unchanged and are hereby confirmed and remain in full force and effect, and, to the extent applicable, such terms shall apply to this Supplemental Indenture as if it formed part of the Indenture.

3.        Effect of Supplemental Indenture.  Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented and amended in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder and every holder of Common Stock shall be bound hereby. All the provisions of this Supplemental Indenture shall thereby be deemed to be incorporated in, and a part of, the Indenture; and the Indenture, as supplemented and amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

4.        Counterparts.  This Supplemental Indenture may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.  Counterparts may be delivered via facsimile, electronic mail or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) shall constitute effective execution and delivery of this Supplemental Indenture as to the other parties hereto shall be deemed to be their original signatures for all purposes.

5.        Governing Law.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

 [Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

Heska Corporation
By:	/s/ Catherine Grassman
	Name:	Catherine Grassman
	Title:	Executive Vice President, Chief Financial Officer

U.S. Bank Trust Company, National Association,
as Trustee
By:	/s/ Michael McGuire
	Name:	Michael McGuire
	Title:	Vice President

XML

Document and Entity Information	Jun. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2023
Entity File Number	000-22427
Entity Registrant Name	HESKA CORPORATION
Entity Central Index Key	0001038133
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0192527
Entity Address, Address Line One	3760 Rocky Mountain Avenue
Entity Address, City or Town	Loveland
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80538
City Area Code	970
Local Phone Number	493-7272
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	HSKA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false