hska-20200521
0001038133FALSE00010381332020-05-212020-05-21

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
May 21, 2020
Date of Report (Date of earliest event reported)
HESKA CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware000-2242777-0192527
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, 00010381332020-05-212020-05-21

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
May 21, 2020
Date of Report (Date of earliest event reported)
HESKA CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware000-2242777-0192527
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueHSKAThe 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 ☐
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 4.01 Changes in Registrant's Certifying Accountant.

a) Dismissal of Independent Registered Public Accounting Firm

On May 21, 2020, the Audit Committee of the Board of Directors (the “Audit Committee”) of Heska Corporation (the “Company”) approved the dismissal of Plante & Moran, PLLC (“Plante Moran”) as the Company's independent registered public accounting firm.

The reports of Plante Moran on the Company's consolidated financial statements for the fiscal years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2019 and 2018, and during the subsequent interim period through May 21, 2020, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Plante Moran on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Plante Moran would have caused Plante Moran to make reference thereto in its reports on the consolidated financial statements for such periods. During the fiscal years ended December 31, 2019 and 2018, and during the subsequent interim period through May 21, 2020, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Plante Moran with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Plante Moran furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Plante Moran agrees with the statements related to them made by the Company in this report. A copy of Plante Moran's letter to the SEC dated May 21, 2020 is attached as Exhibit 16.1 to this report.

(b) Newly Engaged Independent Registered Public Accounting Firm

On May 21, 2020, the Audit Committee approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2020. During the fiscal years ended December 31, 2019 and 2018, and during the subsequent interim period through May 21, 2020, neither the Company, nor anyone on its behalf, consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).


Item 9.01 Financial Statements and Exhibits.

The following exhibit is being furnished as part of this report:


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: May 28, 2020
By: /s/ Catherine Grassman
      Catherine Grassman
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)


HSKAThe 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 ☐
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 4.01 Changes in Registrant's Certifying Accountant.

a) Dismissal of Independent Registered Public Accounting Firm

On May 21, 2020, the Audit Committee of the Board of Directors (the “Audit Committee”) of Heska Corporation (the “Company”) approved the dismissal of Plante & Moran, PLLC (“Plante Moran”) as the Company's independent registered public accounting firm.

The reports of Plante Moran on the Company's consolidated financial statements for the fiscal years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2019 and 2018, and during the subsequent interim period through May 21, 2020, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Plante Moran on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Plante Moran would have caused Plante Moran to make reference thereto in its reports on the consolidated financial statements for such periods. During the fiscal years ended December 31, 2019 and 2018, and during the subsequent interim period through May 21, 2020, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Plante Moran with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Plante Moran furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Plante Moran agrees with the statements related to them made by the Company in this report. A copy of Plante Moran's letter to the SEC dated May 21, 2020 is attached as Exhibit 16.1 to this report.

(b) Newly Engaged Independent Registered Public Accounting Firm

On May 21, 2020, the Audit Committee approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2020. During the fiscal years ended December 31, 2019 and 2018, and during the subsequent interim period through May 21, 2020, neither the Company, nor anyone on its behalf, consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).


Item 9.01 Financial Statements and Exhibits.

The following exhibit is being furnished as part of this report:
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: May 28, 2020
By: /s/ Catherine Grassman
      Catherine Grassman
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)



 a8kchangeinaccountantsle
May 21, 2020 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read Item 4.01 included in the Form 8-K of Heska Corporation filed with the Securities and Exchange Commission regarding its change in auditors. We agree with the statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4.01. Very truly yours, PLANTE & MORAN, PLLC

 
v3.20.1
Cover Page
May 21, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 21, 2020
Entity Registrant Name HESKA CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 000-22427
Entity Tax Identification Number 77-0192527
Entity Address, Address Line One 3760 Rocky Mountain Avenue
Entity Address, City or Town Loveland
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80538
City Area Code 970
Local Phone Number 493-7272
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.01 par value
Trading Symbol HSKA
Security Exchange Name NASDAQ
Entity Central Index Key 0001038133
Amendment Flag false
Entity Emerging Growth Company false