UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No.)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
April 16, 2020
Date of Report (Date of earliest event reported)
 
HESKA CORPORATION
(Exact name of Registrant as specified in its charter)
 
Delaware
 
000-22427
 
77-0192527
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
3760 Rocky Mountain Avenue
Loveland, Colorado
(Address of principal executive offices)
80538
(Zip Code)
 
 
Registrant's telephone number, including area code
 
(970) 493-7272
 
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, $0.01 par value
 
HSKA
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company o
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 13(a) of the Exchange Act. o
 







Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2020, Heska Corporation (the “Company”) announced organizational changes to its Executive Team to accommodate its global expansion and support the recent acquisition of scil animal care company. The Board of Directors (the “Board”) of the Company appointed the following individuals to new leadership roles to enhance its global expansion capabilities and drive execution of best practices and Company objectives:

Steve Eyl, Executive Vice President, Chief Commercial Officer, Heska and President, scil animal care company
Eleanor Baker, Executive Vice President, Managing Director and Chief Operating Officer, scil animal care company
Christopher Sveen, Executive Vice President, Chief Administrative Officer and General Counsel, Heska and President, Diamond Animal Health

Effective April 16, 2020, the Company entered into an Employment Agreement with Mr. Eyl (the “Agreement”). The Agreement with Mr. Eyl is for one (1) year with automatic one (1) year renewals, subject to a 120 non-renewal notice period. Pursuant to the terms of the Agreement, Mr. Eyl will receive an initial annual base salary of $350,000 (the “Base Salary”) and will be eligible to participate in the Company’s Management Incentive Plan. As additional compensation incentives, Mr. Eyl will be entitled to 100,000 stock options that vest over two years as certain time and if certain performance objectives are achieved. Mr. Eyl will also be entitled to participate in the Company’s Benefit Plans (as defined in the Agreement) available to other Company executives. The provisions of the Agreement relating to compensation in the event of Mr. Eyl’s termination are unchanged from those in his previous employment agreement, which was included as an exhibit to the Company’s most recent Annual Report on Form 10-K, provided that he is also entitled to 6 months’ severance if the Agreement is not renewed.

Effective April 16th, 2020, the Company made the following changes to the compensation of the following named executive officers:

Nancy Wisnewski, Executive Vice President, Chief Operating Officer: annual base salary increase to $325,000; 45,000 stock options that vest over two years as certain time and if certain performance objectives are achieved.
Catherine Grassman, Executive Vice President, Chief Financial Officer: annual base salary increase to $325,000; 45,000 stock options that vest over two years as certain time and if certain performance objectives are achieved. Ms. Grassman also received a cash bonus of $75,000 due to completion of the acquisition of scil animal care company.


Item 8.01    Other Events.

On April 22, 2020, the Company issued a press release announcing the expansion of its existing leadership team to add a Chief Commercial Officer, a Chief Administrative Officer and Managing Director of scil animal care company. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.


Exhibit Number
  
Description
 
 
  





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



 
HESKA CORPORATION,
a Delaware corporation
 
 
Dated: April 22, 2020
By: /s/ Eleanor F. Baker
      Eleanor F. Baker
Executive Vice President, Managing Director and Chief Operating Officer, scil animal care company




Exhibit


EXHIBIT 99.1

Heska Corporation    
Jon Aagaard
Investor Relations    
970.619.3033
investorrelations@heska.com
        
Heska Corporation Expands Executive Leadership Team

LOVELAND, CO, April 22, 2020 -- Heska Corporation (NASDAQ: HSKA; "Heska" or the "Company"), a provider of advanced veterinary diagnostic and specialty products, announced today that it will expand its leadership team, adding a Chief Commercial Officer, a Chief Administrative Officer, and a Managing Director and Chief Operating Officer, scil animal care company, to its current Executive Leadership Team. The executive leadership team changes are made to support Heska’s global expansion and growth, including its recent acquisition of scil animal care company GmbH (“scil”).

Kevin Wilson, Heska’s CEO and President commented, “Companies that have strong balance sheets, growth opportunities, and reliable core businesses should invest, now, in their people and capabilities. It is clear to me that Heska is one of these companies. With our strong cash position, recent acquisitions and packed products pipeline, and solid core laboratory subscriptions performance, Heska is a well-positioned company in a great industry that is capable of quickly doubling customers, geography, and addressable revenue streams. Today, I am pleased to invest in our leadership structure to strengthen the influence of these wonderfully talented leaders guiding our success. Each of these executives has demonstrated excellent judgement, integrity, inspiration, smarts and energy, over many years. I am thankful that they choose to dedicate their talents to Heska and its stakeholders.”

Leadership changes in the Company’s Executive Team include:
Steve Eyl, Executive Vice President, promoted to Chief Commercial Officer, Heska and President, scil animal care company. Steve expands his responsibilities to include all global revenue and he becomes the top organizational leader of scil animal care company. Steve is based in Loveland, Colorado.
Eleanor Baker, promoted to Executive Vice President, Managing Director and Chief Operating Officer of scil animal care company, enters her new role as scil’s top operational and strategic leader based in Viernhiem, Germany.
Christopher Sveen, promoted to Executive Vice President, Chief Administrative Officer and General Counsel, Heska and President, Diamond Animal Health. Christopher adds oversight of information technology and administrative functions to his legal and human resource duties, while assuming full strategic and operational responsibility of Heska’s Other Vaccines and Pharmaceuticals (“OVP”) business, located in Des Moines, Iowa. Christopher is based in Loveland, Colorado.

Heska’s Executive Leadership Team continues to include:
Kevin Wilson, Chief Executive Officer and President
Nancy Wisnewski, Executive Vice President, Chief Operating Officer
Catherine Grassman, Executive Vice President, Chief Financial Officer
Jason Aroesty, Executive Vice President, International Diagnostics







About Heska
Heska Corporation (NASDAQ: HSKA) manufactures, develops and sells advanced veterinary diagnostic and specialty healthcare products through its two business segments: Core Companion Animal Health ("CCA") and Other Vaccines and Pharmaceuticals ("OVP"). CCA segment includes Point of Care Laboratory testing instruments and consumables, primarily under a unique multi-year subscription model, digital imaging products, software and services, data services, allergy testing and immunotherapy, and single use offerings such as in-clinic diagnostic tests and heartworm preventive products. OVP segment includes private label vaccine and pharmaceutical production under third party agreements and channels, primarily for herd animal health.

Note Regarding Forward-Looking Statements 
This news release contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “expects,” “may,” “anticipates,” “intends,” “would,” “will,” “plans,” “believes,” “estimates,” “should,” “project,” and similar words and expressions. These forward-looking statements are intended to provide our current expectation or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by Heska pursuant to United States securities laws contain discussions of these risks and uncertainties. Heska assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review Heska’s filings with the United States Securities and Exchange Commission (which are available from the SEC’s EDGAR database at www.sec.gov and via Heska’s website at www.heska.com).