As filed with the Securities and Exchange Commission on June 4, 2002.
Registration No. 333__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1613 Prospect Parkway
Fort Collins, CO 80525
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(Address of Principal Executive (Zip Code)
Offices)
HESKA CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
ROBERT B. GRIEVE
Chairman of the Board and Chief Executive Officer
Heska Corporation
1613 Prospect Parkway Drive
Fort Collins, CO 80525
(970) 493-7272
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(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 per offering registration
registered registered(1) shares(2) price(1) fee
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Common Stock 1,000,000 $.73 $730,000 $67.16
(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 June 3, 2002.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933
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INFORMATION REQUIRED PURSUANT TO
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GENERAL INSTRUCTION E TO FORM S-8
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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 July 9, 1997, File No. 333-30951 and June 16, 2000,
File No. 333-39448 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, as amended (File
No. 0-22427) for the fiscal year ended December 31, 2001 which contains the
balance sheets of the Registrant as of December 31, 2000 and 2001 and the
related statements of operations, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1999, 2000 and 2001,
together with the report thereon of Arthur Andersen LLP, independent public
accountants.
(2) The Registrant's Quarterly Report on Form 10-Q (File No. 0-22427) for
the quarter ended March 31, 2002.
(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
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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).
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 June 4, 2002
HESKA CORPORATION
By /s/Robert B. Grieve
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Robert B. Grieve
Chairman of the Board 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, Jason A. Napolitano, and
Michael A. Bent, 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
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/s/ Robert B. Grieve Chairman of the Board and Chief June 4, 2002
------------------------- Executive Officer (Principal
Robert B. Grieve Executive Officer) and Director
/s/ Jason A. Napolitano Executive Vice President, June 4, 2002
------------------------- (Principal Financial Officer)
Jason A. Napolitano and Secretary
/s/ Michael A. Bent Vice President, (Principal June 4, 2002
------------------------- Accounting Officer) and
Michael A. Bent Controller
/s/ William A. Aylesworth Director June 4, 2002
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William A. Aylesworth
/s/ A. Barr Dolan Director June 4, 2002
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A. Barr Dolan
/s/ G. Irwin Gordon Director June 4, 2002
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G. Irwin Gordon
/s/ Lyle A. Hohnke Director June 4, 2002
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Lyle A. Hohnke
/s/ Edith W. Martin Director June 4, 2002
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Edith W. Martin
/s/ John F. Sasen, Sr. Director June 4, 2002
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John F. Sasen, Sr.
/s/ Lynnor B. Stevenson Director June 4, 2002
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Lynnor B. Stevenson, Ph.D.
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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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).