0001140361-23-029891.txt : 20230614 0001140361-23-029891.hdr.sgml : 20230614 20230614182735 ACCESSION NUMBER: 0001140361-23-029891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220228 FILED AS OF DATE: 20230614 DATE AS OF CHANGE: 20230614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Eleanor F. CENTRAL INDEX KEY: 0001810122 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22427 FILM NUMBER: 231015465 MAIL ADDRESS: STREET 1: 3760 ROCKY MOUNTAIN AVENUE CITY: LOVELAND STATE: CO ZIP: 80538 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HESKA CORP CENTRAL INDEX KEY: 0001038133 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 770192527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 4 1 form4.xml X0407 4 2022-02-28 true 0001038133 HESKA CORP HSKA 0001810122 Baker Eleanor F. 3760 ROCKY MOUNTAIN AVENUE LOVELAND CO 80538 true EVP, Managing Dir. & COO, scil false Common Stock 2023-06-13 4 A 0 16757 0 A 25226 D Common Stock 2023-06-13 4 A 0 4056 0 A 29282 D Common Stock 2023-06-13 4 D 0 29282 120 D 0 D Performance Shares 2023-06-13 4 D 0 750 D 2025-03-31 Common Stock 750 0 D Non-Qualified Stock Option (right to buy) 60.94 2022-02-28 4 A 0 12500 0 A 2022-02-28 2030-04-15 Common Stock 12500 12500 D Non-Qualified Stock Option (right to buy) 60.94 2023-06-13 4 A 0 22500 0 A 2023-06-13 2030-04-15 Common Stock 22500 35000 D Non-Qualified Stock Option (right to buy) 60.94 2023-06-13 4 D 0 35000 D 2030-04-15 Common Stock 35000 0 D Incentive Stock Option (right to buy) 60.94 2023-06-13 4 D 0 1 D 2030-04-15 Common Stock 1 0 D Non-Qualified Stock Option (right to buy) 60.94 2023-06-13 4 D 0 9999 D 2030-04-15 Common Stock 9999 0 D Incentive Stock Option (right to buy) 98.95 2023-06-13 4 D 0 1500 D 2028-10-23 Common Stock 1500 0 D Incentive Stock Option (right to buy) 71.84 2023-06-13 4 D 0 2710 D 2029-09-23 Common Stock 2710 0 D Non-Qualified Stock Option (right to buy) 71.84 2023-06-13 4 D 0 9290 D 2029-09-23 Common Stock 9290 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 31, 2023, by and among the Issuer, Antech Diagnostics, Inc., a California corporation ("Acquiror"), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror, and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation, these shares of performance-based restricted stock of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger. Includes 305 shares of common stock of the Issuer purchased under the Issuer's employee stock purchase plan on May 26, 2023. Pursuant to the Merger Agreement, these performance-based restricted stock units were fully accelerated assuming target level of performance immediately prior to the effectiveness of the merger. Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $120.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger. Pursuant to the Merger Agreement, these performance shares of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger and canceled in the merger in exchange for an amount in cash equal to $120.00 per share. 1,500 performance shares previously vested and settled. Stock options of the Issuer became vested and exercisable upon achieving performance vesting conditions on February 28, 2022. Pursuant to the Merger Agreement, these stock options of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger. Stock options of the Issuer were canceled in the merger in exchange for an amount in cash equal to the difference, if any, between the Merger Consideration and the exercise price of such stock options. These stock options of the Issuer vested in two equal installments on December 31, 2021 and on December 31, 2022. These stock options of the Issuer vested monthly in equal installments over four years through October 24, 2022. These stock options of the Issuer vested in three equal installments on September 24, 2020, September 24, 2021 and September 24, 2022. /s/ Catherine Grassman For: Eleanor Baker 2023-06-13