As filed with the Securities and Exchange Commission on August 8, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Heska Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)			77-0192527 (I.R.S. Employer Identification No.)

3760 Rocky Mountain Avenue

Loveland, Colorado 80538

(Address of Principal Executive Offices, Zip Code)

Heska Corporation Equity Incentive Plan
(Full title of the plan)

Kevin S. Wilson

Chief Executive Officer and President

Heska Corporation

3760 Rocky Mountain Avenue

Loveland, Colorado 80538

(970) 493-7272

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Krista P. Hanvey

Gibson, Dunn & Crutcher LLP

2001 Ross Avenue, Suite 2100

Dallas, Texas 75201

(214) 698-3100

______________________________________________

 

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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. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Heska Corporation (“Heska” or the “Registrant”) pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register an additional 130,000 shares of common stock, par value $0.01 per share (“Common Stock”), issuable under the Heska Corporation Equity Incentive Plan (the “Plan”). At the recommendation of Heska’s Board of Directors, the Registrant’s stockholders approved the Amendment to the Plan on May 4, 2022, which increased the number of shares available for issuance under the Plan by 100,000 shares of Common Stock. This Registration Statement on Form S-8 relates to (i) the additional 100,000 shares of Common Stock authorized to be issued under the Plan and (ii) 30,000 shares of Common Stock that may become available for issuance under the Plan as a result of awards that, in whole or in part, are terminated, expire or are otherwise cancelled.

The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on May 6, 2021 (SEC File No. 333-255803), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits.

Exhibit No.    Exhibit Description

4.1    Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(i) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 15, 2013).

4.2    Certificate of Amendment to Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3(ii) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 15, 2013).

4.3    Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (incorporated by reference to Exhibit 3(iii) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 15, 2013).

4.4    Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (incorporated by reference to Exhibit 3(iv) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 6, 2017).

4.5    Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on May 5, 2017).

4.6    Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K , filed on May 9, 2018).

4.7    Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 7, 2019).

4.8    Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020).

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4.9    Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Registrant (incorporated by reference to Exhibit 4.9 of the Registrant’s Registration Statement on Form S-3 filed on February 16, 2022).

4.10    Amended and Restated Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 7, 2019).

5.1*    Opinion of Gibson, Dunn & Crutcher LLP.

23.1*        Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

23.2*    Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.

23.3*    Consent of Plante & Moran, PLLC, Independent Registered Public Accounting Firm.

24.1*    Power of Attorney (included on the signature page of this Registration Statement).

99.1    Heska Corporation Equity Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on March 25, 2021).

99.2     Amendment to Heska Corporation Equity Incentive Plan (incorporating by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed on August 8, 2022.

107.1*    Filing Fee Table.

____________

*Filed herewith.

    

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Loveland, State of Colorado, on this 8th day of August, 2022.

Heska Corporation
By:			/s/ Kevin S. Wilson
Name:			Kevin S. Wilson
Title:			Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin S. Wilson and Catherine Grassman, and each of them, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, 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, and each of them, 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 each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully 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 indicated on the dates indicated.

 

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Name			Title			Date
/s/ Kevin S. Wilson Kevin S. Wilson			Chief Executive Officer, President and Director (Principal Executive Officer)			August 8, 2022
/s/ Catherine Grassman Catherine Grassman			Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)			August 8, 2022
/s/ Scott Humphrey Scott Humphrey			Director, Chairman of the Board			August 8, 2022
/s/ Robert L. Antin Robert L. Antin			Director			August 8, 2022
/s/ Stephen L. Davis Stephen L. Davis			Director			August 8, 2022
/s/ Mark F. Furlong Mark F. Furlong			Director			August 8, 2022
/s/ Joachim Hasenmaier Joachim Hasenmaier			Director			August 8, 2022
/s/ Sharon J. Maples Sharon J. Maples			Director			August 8, 2022
/s/ David E. Sveen, Ph.D. David E. Sveen, Ph.D.			Director			August 8, 2022

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Exhibit 107.1

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

HESKA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title (1)

Fee Calculation Rule (2)

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common stock, par value $0.01 per share

Rule 457(a)

130,000 (1)(3)

$88.25

$11,472,500

$92.70 per $1,000,000

$1,063.50

Total Offering Amounts

$11,472,500

$1,063.50

Total Fee Offsets

—

Net Fee Due

$1,063.50

(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover such indeterminate number of additional shares of common stock, par value $0.01 per share, of the Registrant (the “Common Stock”) as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Heska Corporation Equity Incentive Plan (as amended, the “Plan”).

(2)    Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on The Nasdaq Stock Market LLC, on August 1, 2022.

(3)    Represents (i) 100,000 shares of Common Stock authorized to be issued under the Plan and (ii) 30,000 shares of Common Stock that may become available for issuance under the Plan as a result of awards that, in whole or in part, are terminated, expire or are otherwise cancelled.

 

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Exhibit 5.1

August 8, 2022

Heska Corporation

3760 Rocky Mountain Avenue

Loveland, CO 80538

Re: Heska Corporation Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Heska Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 130,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), under the Heska Corporation Equity Incentive Plan (as amended, the “Plan”).

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan, as applicable, and against payment therefor in accordance with the terms of the form of agreement documenting the awards under which the Shares may be issued, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

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Exhibit 5.1

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 28, 2022 with respect to the consolidated financial statements and internal control over financial reporting of Heska Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2021, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Denver, Colorado

August 8, 2022

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Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Heska Corporation’s Registration Statement on Form S-8 of our report dated February 28, 2020, except for the effects of the change in segments described in Notes 2 and 18, as to which the date is February 26, 2021, relating to the statements of (loss) income, comprehensive loss, stockholders' equity, and cash flows for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”), which appears in Heska Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ Plante & Moran, PLLC

Denver, Colorado
August 8, 2022