SEC Form S-8 POS filed by Heska Corporation

$HSKA
Biotechnology: In Vitro & In Vivo Diagnostic Substances
Health Care
Get the next $HSKA alert in real time by email
S-8 POS 1 brhc20054263_s8pos.htm S-8 POS
As filed with the Securities and Exchange Commission on June 13, 2023

Registration No. 333-30951
Registration No. 333-34111
Registration No. 333-47129
Registration No. 333-72155
Registration No. 333-38138
Registration No. 333-39448
Registration No. 333-55112
Registration No. 333-82096
Registration No. 333-89738
Registration No. 333-102871
Registration No. 333-106679
Registration No. 333-112701
Registration No. 333-115995
Registration No. 333-123196
Registration No. 333-132916
Registration No. 333-141737
Registration No. 333-194120
Registration No. 333-194122
Registration No. 333-195734
Registration No. 333-204036
Registration No. 333-211567
Registration No. 333-225112
Registration No. 333-238006
Registration No. 333-238008
Registration No. 333-255803
Registration No. 333-266637

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-30951
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-34111
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-47129
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-72155
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-38138
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-39448
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-55112
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-82096
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-89738
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-102871
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-106679
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-112701
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-115995
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-123196
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-132916
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-141737
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-194120
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-194122
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-195734
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-204036
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-211567
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-225112
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-238006
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-238008
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-255803
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-266637

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 incorporation or organization)
(I.R.S. Employer Identification No.)

3760 Rocky Mountain Avenue
Loveland, Colorado 80538
(970) 493-7272
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Heska Corporation Employee Stock Purchase Plan
1988 Stock Plan
1994 Key Executive Stock Plan
Heska Corporation 2003 Equity Incentive Plan
1997 Employee Stock Purchase Plan of Heska Corporation, As Amended and Restated
Stock Incentive Plan of Heska Corporation (f/k/a the Amended and Restated 1997 Stock Incentive Plan of Heska Corporation)
Heska Corporation 2020 Employee Stock Purchase Plan
Heska Corporation Equity Incentive Plan
(Full Title of the Plans)

Kevin S. Wilson
Chief Executive Officer and President
Heska Corporation
3760 Rocky Mountain Avenue
Loveland, Colorado 80538
(Name and Address, including Zip Code, of Agent for Service)

Copy to:
Krista Hanvey
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue, Suite 2100
Dallas, Texas 75201
(214) 698-3100


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer
       
Non-accelerated filer
Smaller reporting company
       
   
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 7(a)(2)(B) of the Securities Act. ☐



EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES

These post-effective amendments (the “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”) previously filed by Heska Corporation, a Delaware corporation (“Heska”), with the U.S. Securities and Exchange Commission (the “SEC”):


Registration Statement on Form S-8 (File No. 333-30951), originally filed with the SEC on July 9, 1997, registering 250,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the Heska Corporation Employee Stock Purchase Plan.

Registration Statement on Form S-8 (File No. 333-34111), originally filed with the SEC on August 21, 1997, registering 1,785,869 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1988 Stock Plan, 125,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1994 Key Executive Stock Plan, and 1,612,461 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-47129), originally filed with the SEC on February 27, 1998, registering 942,701 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-72155), originally filed with the SEC on February 11, 1999, registering 1,322,921 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-38138), originally filed with the SEC on May 31, 2000, registering 1,500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-39448), originally filed with the SEC on June 16, 2000, registering 500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the Heska Corporation Employee Stock Purchase Plan.

Registration Statement on Form S-8 (File No. 333-55112), originally filed with the SEC on February 7, 2001, registering 1,500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-82096), originally filed with the SEC on February 4, 2002, registering 1,500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-89738), originally filed with the SEC on June 4, 2002, registering 1,000,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the Heska Corporation Employee Stock Purchase Plan.

Registration Statement on Form S-8 (File No. 333-102871), originally filed with the SEC on January 31, 2003, registering 1,500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-106679), originally filed with the SEC on June 30, 2003, registering 2,390,500 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the Heska Corporation 2003 Equity Incentive Plan.

Registration Statement on Form S-8 (File No. 333-112701), originally filed with the SEC on February 11, 2004, registering 1,500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-115995), originally filed with the SEC on May 28, 2004, registering 1,000,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the Heska Corporation Employee Stock Purchase Plan.

Registration Statement on Form S-8 (File No. 333-123196), originally filed with the SEC on March 8, 2005, registering 1,500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-132916), originally filed with the SEC on April 3, 2006, registering 1,500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-141737), originally filed with the SEC on April 2, 2007, registering 1,500,000 shares of Heska’s common stock, par value $0.001 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-194120), originally filed with the SEC on February 25, 2014, registering 410,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-194122), originally filed with the SEC on February 25, 2014, registering 100,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the Heska Corporation Employee Stock Purchase Plan.

Registration Statement on Form S-8 (File No. 333-195734), originally filed with the SEC on May 6, 2014, registering 130,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-204036), originally filed with the SEC on May 11, 2015, registering 75,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the 1997 Employee Stock Purchase Plan, As Amended and Restated.

Registration Statement on Form S-8 (File No. 333-211567), originally filed with the SEC on May 25, 2016, registering 500,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the Amended and Restated 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-225112), originally filed with the SEC on May 22, 2018, registering 250,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the Amended and Restated 1997 Stock Incentive Plan of Heska Corporation.

Registration Statement on Form S-8 (File No. 333-238006), originally filed with the SEC on May 5, 2020, registering 300,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the Stock Incentive Plan of Heska Corporation (f/k/a the Amended and Restated 1997 Stock Incentive Plan of Heska Corporation).

Registration Statement on Form S-8 (File No. 333-238008), originally filed with the SEC on May 5, 2020, registering 200,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the Heska Corporation 2020 Employee Stock Purchase Plan.

Registration Statement on Form S-8 (File No. 333-255803), originally filed with the SEC on May 6, 2021, registering 250,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the Heska Corporation Equity Incentive Plan.

Registration Statement on Form S-8 (File No. 333-266637), originally filed with the SEC on August 8, 2022, registering 130,000 shares of Heska’s common stock, par value $0.01 per share, issuable in connection with the Heska Corporation Equity Incentive Plan.

These Post-Effective Amendments are being filed in connection with the closing on June 13, 2023 of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 31, 2023, by and among Heska, Antech Diagnostics, Inc. (“Acquiror”), Helsinki Merger Sub LLC (“Merger Sub”) and, solely for purpose of Section 9.15 of the Merger Agreement, Mars, Incorporated (“Parent”). On June 13, 2023, pursuant to the Merger Agreement, Merger Sub was merged with and into Heska (the “Merger”), with Heska surviving the Merger and continuing as a wholly-owned indirect subsidiary of Parent. As a result of the Merger, Heska has terminated all offerings of Heska’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by Heska in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, Heska hereby removes from registration all such securities of Heska registered pursuant to the Registration Statements that remain unsold and any plan interests that are unissued as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.


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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Loveland, State of Colorado, on June 13, 2023. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 
HESKA CORPORATION
   
 
By:
/s/ Kevin Wilson
 
 
Name:
Kevin Wilson
 
Title:
Chief Executive Officer and President



Get the next $HSKA alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$HSKA

DatePrice TargetRatingAnalyst
1/6/2023$58.00Equal-Weight → Underweight
Morgan Stanley
3/1/2022$190.00 → $161.00Equal-Weight
Morgan Stanley
2/23/2022$300.00 → $250.00Overweight
JP Morgan
1/6/2022$210.00Overweight
Piper Sandler
11/18/2021$190.00Equal-Weight
Morgan Stanley
8/4/2021$240.00 → $305.00Overweight
Piper Sandler
7/12/2021$280.00Neutral → Buy
Guggenheim
More analyst ratings

$HSKA
Press Releases

Fastest customizable press release news feed in the world

See more
  • Bee Vaccine Pioneer Dalan Secures $4.5M to Fuel Global Expansion and Product Development

    Key Points: $4.5 million in Series Seed 3 funding, led by Prime Movers Lab with participation from At One Ventures, bringing the company's total funding to $10 million. The funding will accelerate Dalan's product pipeline and facilitate its global expansion, aiming to protect the health of honeybees and secure the global food supply. Dalan Animal Health, Inc. ("Dalan"), a pioneering biotech company in insect health, today announced the successful closure of a $4.5 million Series Seed 3 funding round. The round was led by Prime Movers Lab with participation from At One Ventures, bringing Dalan's total funding to $10 million. The additional funding will enable Dalan to expedite its

    $HSKA
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care
  • eXp World Holdings & Privia Health Group Set to Join S&P SmallCap 600

    NEW YORK, June 7, 2023 /PRNewswire/ -- S&P Dow Jones Indices will make the following changes to the S&P SmallCap 600 effective prior to the opening of trading on Wednesday, June 14: eXp World Holdings Inc. (NASD: EXPI) will replace Heska Corp. (NASD: HSKA). Mars Inc. is acquiring Heska in a deal expected to be completed soon pending final conditions.Privia Health Group Inc. (NASD: PRVA) will replace Ruth's Hospitality Group Inc. (NASD: RUTH). S&P 500 constituent Darden Restaurants Inc. (NYSE:DRI) is acquiring Ruth's Hospitality Group in a deal expected to be completed soon pending final conditions.Following is a summary of the changes that will take place prior to the open of trading on the

    $DRI
    $EXPI
    $HSKA
    $PRVA
    Restaurants
    Consumer Discretionary
    Real Estate
    Finance
  • Dalan Animal Health Ships First Honey Bee Vaccine to Tauzer Apiaries, Potentially Protecting 25 Million Bees.

    Dalan Animal Health, Inc. ("Dalan"), the biotech company pioneering insect health with the world's first honey bee vaccine, is proud to announce its first product shipment to a commercial beekeeper. The shipment is for Trevor Tauzer of Tauzer Apiaries in California and contains 500 doses, potentially protecting 25 million bees at an average of 50,000 bees per hive. This milestone follows the U.S. Department of Agriculture (USDA) granting a conditional license to Dalan's first-in-class honeybee vaccine earlier this year. The vaccine is indicated to protect honeybees against the devastating American Foulbrood disease caused by the bacteria Paenibacillus larvae. Honeybees are a critical co

    $HSKA
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care

$HSKA
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$HSKA
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$HSKA
SEC Filings

See more

$HSKA
Leadership Updates

Live Leadership Updates

See more
  • Heska Corporation Elects Dr. Joachim Hasenmaier to Board of Directors

    LOVELAND, Colo., Jan. 12, 2021 /PRNewswire/ -- Heska Corporation (NASDAQ: HSKA; "Heska" or "Company"), a leading global provider of advanced veterinary diagnostic and specialty products, appointed Dr. Joachim Hasenmaier, the former head of Boehringer Ingelheim Animal Health, to the Company's Board of Directors, effective January 11, 2021. Dr. Joachim Hasenmaier most recently served as a member of the board of managing directors of Boehringer Ingelheim, a world-leading, research-driven pharmaceutical company, where he oversaw the animal health and consumer healthcare businesses. Previously, as head of animal health of Boehringer Ingelheim, Dr. Hasenmaier led the rapid growth and expansion

    $HSKA
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care

$HSKA
Financials

Live finance-specific insights

See more
  • Heska Corporation Reports Fourth Quarter and Full Year 2022 Results

    Full Year Sales $257.3 Million, Full Year Gross Margin Up 150 Basis Points to 43.2% Full Year North America Lab Consumables Sales Up 8.7%, Total Active Subscriptions Up 18% LOVELAND, Colo., Feb. 28, 2023 /PRNewswire/ -- Heska Corporation (NASDAQ:HSKA, ", Heska", or ", Company", ))), a leading global provider of advanced veterinary diagnostic and specialty products, reported financial results in two segments (North America and International) for its fourth quarter and full year ended December 31, 2022. Fourth Quarter and Full Year 2022 and Year Over Year ("YOY") Metrics $ in mi

    $HSKA
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care
  • Heska Fourth Quarter and Full Year 2022 Financial Results and Earnings Call Scheduled for February 28, 2023

    LOVELAND, Colo., Feb. 8, 2023 /PRNewswire/ -- Heska Corporation (NASDAQ:HSKA, ", Heska", or the ", Company", ))), a leading global provider of advanced veterinary diagnostic and specialty solutions, will report its fourth quarter and full year 2022 financial performance in a press release before the market opens on Tuesday, February 28, 2023. The Company will also host an earnings call at 9 a.m. MT / 11 a.m. ET to discuss the results. To access the conference call: From within the United States, please dial 1-877-41-6152From outside of the United States, please dial 1-201-389-

    $HSKA
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care
  • Heska Corporation Completes Acquisition of LightDeck Diagnostics

    LOVELAND, Colo., Jan. 3, 2023 /PRNewswire/ -- Heska Corporation (NASDAQ: HSKA; "Heska" or the "Company"), a leading global provider of advanced veterinary diagnostic and specialty products and solutions, today announced the completion of acquisition of 100% of the shares of MBio Diagnostics, Inc. d/b/a LightDeck Diagnostics ("LightDeck"), a pioneer in planar waveguide fluorescence immunoassay diagnostics with strong manufacturing capabilities and research and development expertise (the "Acquisition").  The Acquisition, which was first announced on September 12, 2022, represent

    $HSKA
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care

$HSKA
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more