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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ______________
COMMISSION FILE NUMBER: 0-22427
HESKA CORPORATION
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(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 NUMBER)
1613 PROSPECT PARKWAY 80525
FORT COLLINS, COLORADO -------------------------------
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (970) 493-7272
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The aggregate market value of voting stock held by non-
affiliates of the Registrant was approximately $40,287,365 as of
March 26, 2002 based upon the closing price on the Nasdaq
National Market reported for such date. This calculation does
not reflect a determination that certain persons are affiliates
of the Registrant for any other purpose.
47,845,112 shares of the Registrant's Common Stock, $.001 par
value, were outstanding at March 26, 2002.
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EXPLANATORY NOTE
This Amendment No. 2 to the Registrant's 2001 Annual Report on Form 10-K is
being filed for the sole purpose of amending Part IV, Item 14(a)(3), Exhibits.
No other changes were made.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Form 10-K.
(3) EXHIBITS:
The exhibits listed below are required by Item 601 of Regulation S-K.
Each management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K has been identified.
EXHIBIT
NUMBER NOTES DESCRIPTION OF DOCUMENT
-------- ------- -------------------------------------------------
3(i)(d) (5) Restated Certificate of Incorporation of the
Registrant.
3(ii) (8) Bylaws of the Registrant.
10.1H (1) Collaborative Agreement between Registrant and
Eisai Co., Ltd., dated January 25, 1993.
10.3H Bovine Vaccine Distribution Agreement between
Diamond Animal Health, Inc. and AGRI
Laboratories, Ltd., dated February 13, 1998, as
amended.
10.4H Exclusive Distribution Agreement between
Registrant and Novartis Animal Health Canada,
Inc. dated February 14, 2001, as amended.
10.5H (1) Screening and Development Agreement between Ciba-
Geigy Limited and Registrant, dated as of April
12, 1996.
10.6 (1) Right of First Refusal Agreement between Ciba-
Geigy Limited and Registrant, dated as of April
12, 1996.
10.7 (1) Marketing Agreement between Registrant and Ciba-
Geigy Limited, dated as of April 12, 1996.
10.8H (1) Marketing Agreement between Registrant and Ciba-
Geigy Corporation, dated as of April 12, 1996.
10.9 H (9) Amended and Restated Distribution Agreement
between Registrant and i-STAT Corporation,
dated as of February 9, 1999.
10.10* (1) Employment Agreement between Registrant and
Robert B. Grieve, dated January 1, 1994, as
amended March 4, 1997.
10.10(a)* (4) Amended and Restated Employment Agreement with
Robert B. Grieve, dated as of February 22,
2000.
10.11H Distribution Contract between Praemix Wirkstoff
GmbH and Registrant, dated April 1, 1998.
10.14H (2) Supply Agreement between Registrant and Quidel
Corporation, dated July 3, 1997.
10.14(a)H (9) First Amendment to Product Supply Agreement
between Registrant and Quidel Corporation,
dated as of March 15, 1999.
10.18* (1) Form of Indemnification Agreement entered into
between Registrant and its directors and
certain officers.
10.19* (8) 1997 Incentive Stock Plan of Registrant, as
amended and restated.
10.20* (1) Forms of Option Agreement.
10.21* (1) 1997 Employee Stock Purchase Plan of Registrant,
as amended.
10.22 (1) Lease Agreement dated March 8, 1994 between Sharp
Point Properties, LLC and Registrant.
10.23 (1) Lease Agreement dated as of June 27, 1996 between
GB Ventures and Registrant.
10.24 (1) Lease Agreement dated as of July 11, 1996 between
GB Ventures and Registrant.
10.25 (9) Lease Agreement dated as of August 24, 1999
between GB Ventures and Registrant.
10.26 (9) Lease Agreement dated as of October 6, 1999
between GB Ventures and Registrant.
10.28* (3) Employment Agreement between Registrant and
Ronald L. Hendrick, dated December 1, 1998.
10.29* (3) Employment Agreement between Registrant and James
H. Fuller, dated January 18, 1999.
10.34H (3) Exclusive Distribution Agreement between the
Company and Novartis Agro K.K., dated as of
August 18, 1998
10.35 (3) Right of First Refusal Agreement between the
Company and Novartis Animal Health, Inc., dated
as of August 18, 1998
10.39 (5) Second Amended and Restated Credit and Security
Agreement between Registrant, Diamond Animal
Health, Inc., Center Laboratories, Inc. and
Wells Fargo Business Credit, Inc., dated as of
June 14, 2000.
10.40* (5) Employment agreement by and between Registrant
and Dan T. Stinchcomb, dated as of May 1, 2000.
10.41* (5) Employment agreement by and between Registrant
and Carol Talkington Verser, dated as of May 1,
2000.
10.42* (6) Management Incentive Compensation Plan.
10.43 (7) First Amendment to Second Amended and Restated
Credit and Security Agreement between
Registrant, Diamond Animal Health, Inc. and
Wells Fargo Business Credit, Inc., dated as of
March 27, 2001.
10.44 (9) Second Amendment to Second Amended and Restated
Credit and Security Agreement between
Registrant, Diamond Animal Health, Inc. and
Wells Fargo Business Credit, Inc., dated as of
March 13, 2002.
21.1 (6) Subsidiaries of the Company.
23.1 Consent of Arthur Andersen LLP.
24.1 (9) Power of Attorney (See page 68 of this Form 10-K)
99.1 (9) Letter concerning Arthur Andersen LLP.
Notes
* Indicates management contract or compensatory plan or
arrangement.
H Confidential treatment has been granted with respect to
certain portions of these agreements.
(1) Filed with Registrant's Registration Statement on Form S-1
(File No. 333-25767).
(2) Filed with the Registrant's Form 10-Q for the quarter ended
September 30, 1997.
(3) Filed with the Registrant's Form 10-K for the year ended
December 31, 1998.
(4) Filed with the Registrant's Form 10-K for the year ended
December 31, 1999.
(5) Filed with the Registrant's Form 10-Q for the quarter ended
June 30, 2000.
(6) Filed with the Registrant's Form 10-K for the year ended December 31,
2000.
(7) Filed with the Registrant's Form 10-Q for the quarter ended
March 31, 2001.
(8) Filed with the Registrant's Form 10-Q for the quarter ended
June 30, 2001.
(9) Filed with the Registrant's Form 10-K for the year ended
December 31, 2001.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 23, 2002.
HESKA CORPORATION
By: /s/ ROBERT B. GRIEVE
Robert B. Grieve
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------------------------- -------------------------------- ------------
/s/ ROBERT B. GRIEVE Chairman of the Board and Chief May 23, 2002
------------------------- Executive Officer (Principal
Robert B. Grieve Executive Officer) and
Director
/s/ JASON NAPOLITANO Executive Vice President, Chief May 23, 2002
------------------------- Financial Officer and
Jason Napolitano Secretary (Principal Financial
Officer)
/s/ MICHAEL A. BENT Vice President, Controller May 23, 2002
------------------------- (Principal Accounting Officer)
Michael A. Bent
/s/ G. IRWIN GORDON* Director May 23, 2002
-------------------------
G. Irwin Gordon
/s/ A. BARR DOLAN* Director May 23, 2002
-------------------------
A. Barr Dolan
/s/ LYLE A. HOHNKE* Director May 23, 2002
-------------------------
Lyle A. Hohnke
/s/ EDITH W. MARTIN* Director May 23, 2002
-------------------------
Edith W. Martin
/s/ WILLIAM A. AYLESWORTH* Director May 23, 2002
-------------------------
William A. Aylesworth
/s/ LYNNOR B. STEVENSON* Director May 23, 2002
-------------------------
Lynnor B. Stevenson
/s/ JOHN F. SASEN, Sr.* Director May 23, 2002
-------------------------
John F. Sasen, Sr.
*By: /s/ ROBERT B. GRIEVE* Chairman of the Board and Chief May 23, 2002
------------------------- Executive Officer (Principal
Robert B. Grieve Executive Officer) and Director
(Attorney-in-Fact)