0001140361-23-029892.txt : 20230614 0001140361-23-029892.hdr.sgml : 20230614 20230614182740 ACCESSION NUMBER: 0001140361-23-029892 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230613 FILED AS OF DATE: 20230614 DATE AS OF CHANGE: 20230614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilson Kevin S. CENTRAL INDEX KEY: 0001570492 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22427 FILM NUMBER: 231015466 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 2023-06-13 true 0001038133 HESKA CORP HSKA 0001570492 Wilson Kevin S. 3760 ROCKY MOUNTAIN AVENUE LOVELAND CO 80538 true true CEO and President false Common Stock 2023-06-13 4 A 0 211375 0 A 383447 D Common Stock 2023-06-13 4 D 0 383447 120 D 0 D Common Stock 2023-06-13 4 D 0 162763 120 D 0 I by Cuattro, LLC Common Stock 2023-06-13 4 D 0 9000 120 D 0 I by Spouse Common Stock 2023-06-13 4 D 0 138743 120 D 0 I by Wilson Family Tr. Non-Qualified Stock Option (right to buy) 69.77 2023-06-13 4 D 0 20851 D 2018-03-07 2028-03-06 Common Stock 20851 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. 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. 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. /s/ Catherine Grassman For: Kevin S. Wilson 2023-06-13