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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(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
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0192527
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1613 PROSPECT PARKWAY
FORT COLLINS, COLORADO 80525
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
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. 1 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.
10.3HH (9) Bovine Vaccine Distribution Agreement between Diamond
Animal Health, Inc. and AGRI Laboratories, Ltd., dated
February 13, 1998, as amended.
10.4HH (9) 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 HH (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.
10.11HH 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)HH (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.
HH Confidential treatment has been requested 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 6, 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 6, 2002
------------------------- Executive Officer (Principal
Robert B. Grieve Executive Officer) and Director
/s/ RONALD L. HENDRICK* Executive Vice President, Chief May 6, 2002
------------------------- Financial Officer and Secretary
Ronald L. Hendrick (Principal Financial and Accounting
Officer)
/s/ G. IRWIN GORDON* Director May 6, 2002
--------------------------
G. Irwin Gordon
/s/ A. BARR DOLAN* Director May 6, 2002
--------------------------
A. Barr Dolan
/s/ LYLE A. HOHNKE* Director May 6, 2002
--------------------------
Lyle A. Hohnke
/s/ EDITH W. MARTIN* Director May 6, 2002
--------------------------
Edith W. Martin
/s/ WILLIAM A. AYLESWORTH* Director May 6, 2002
--------------------------
William A. Aylesworth
/s/ LYNNOR B. STEVENSON* Director May 6, 2002
--------------------------
Lynnor B. Stevenson
/s/ JOHN F. SASEN, Sr.* Director May 6, 2002
--------------------------
John F. Sasen, Sr.
*By: /s/ ROBERT B. GRIEVE* Chairman of the Board and Chief May 6, 2002
-------------------------- Executive Officer (Principal
Robert B. Grieve Executive Officer) and Director
(Attorney-in-Fact)