Heska Corp – ‘SC TO-I/A’ on 9/14/01 re: Heska Corp

On:  Friday, 9/14/01   ·   Accession #:  1038133-1-500021   ·   File #:  5-51279

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Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Schedule to                                            4±    18K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION      
WASHINGTON, D.C. 20549      

SCHEDULE TO     
(RULE 13E-4)      
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)     
OF THE SECURITIES EXCHANGE ACT OF 1934      
AMENDMENT NO. 1)          

HESKA CORPORATION     
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR)     

OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE, HAVING      
AN EXERCISE PRICE GREATER THAN $3.90 PER SHARE      
(TITLE OF CLASS OF SECURITIES)      

42805E108     
(CUSIP NUMBER OF CLASS OF SECURITIES)     
(UNDERLYING COMMON STOCK)     

ROBERT B. GRIEVE      
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD     
HESKA CORPORATION     
1613 PROSPECT PARKWAY     
FORT COLLINS, COLORADO 80525      
(970) 493-7272      
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES     
AND     
COMMUNICATIONS ON BEHALF OF FILING PERSON)      

Copies to:    
KAREN A. DEMPSEY, ESQ.    
WILSON SONSINI GOODRICH &   
ROSATI    
PROFESSIONAL CORPORATION    
ONE MARKET, SPEAR TOWER,    
SUITE 3300    
SAN FRANCISCO, CALIFORNIA   
94105   
(415) 947-2000    
 CALCULATION OF FILING FEE
TRANSACTION VALUATION*                AMOUNT OF FILING FEE      

    $892,293.52                                $178.46
*Calculated solely for purposes of determining the filing fee.  This amount     
assumes that options to purchase 1,068,615 shares of common stock of Heska      
Corporation having an aggregate value of $892,293.52 as of August 23, 2001      
(based on the market value of the underlying common stock) will be exchanged    
pursuant to this offer. The amount of the filing fee, calculated in accordance  
with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals    
1/50th of one percent of the value of the transaction.                          

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) 
and identify the filing with which the offsetting fee was previously paid.      
Identify the previous filing by registration statement number, or the Form or   
Schedule and the date of its filing.                                            

                        Amount Previously Paid:  $178.46
                        Form or Registration No.:  Schedule TO
                        Filing party:  Heska Corporation
                        Date filed:  August 29, 2001

Check box if the filing relates solely to preliminary communications made   
before the commencement of a tender offer.                                      
Check the appropriate boxes below to designate any transactions to which the
statement relates:                                                              
third party tender offer subject to Rule 14d-1.                         
issuer tender offer subject to Rule 13e-4.                              
going-private transaction subject to Rule 13e-3.                        
amendment to Schedule 13D under Rule 13d-2.                             
Check the following box if the filing is a final amendment reporting the    
results of the tender offer.                                                    

This Amendment No.1 amends the Tender Offer Statement on Schedule TO
filed by Heska Corporation, a Delaware corporation (the "Company"), on          
August 29, 2001.  The Schedule TO relates to the offer by the Company to        
exchange options having an exercise price greater than $3.90 per share (the     
"Options") to purchase shares of the Company's common stock, par value $0.001   
per share, that are outstanding under the Company's 1997 Stock Incentive Plan   
(the "1997 Plan") and held by current employees of the Company for restricted   
shares of common stock (the "Restricted Stock") upon the terms and conditions   
of the Offer to Exchange dated August 29, 2001, as amended and attached         
hereto as Exhibit (a)(1) (the "Offer to Exchange") and the related Letter       
to Eligible Employees attached hereto as Exhibit (a)(2) (collectively, the      
"Offer").                                                                       

The Offer to Exchange is amended and restated to clarify that (i)     
certain financial information concerning the Company is being disseminated      
simultaneously with the Offer To Exchange to the employees eligible to          
participate in the Offer; (ii) based on the knowledge of the Company,           
eligible employee-directors and executive officers of the Company plan to       
participate in the Offer; (iii) all tendered Options accepted by the Company    
in the Offer will be cancelled on the first business day following the          
expiration date of the Offer; (iv) the restricted stock agreements will be      
distributed within two business days following the date the Offer ends; and (v) 
the conditions to the Offer may be asserted or waived by the Company on or      
before the expiration date of the Offer, but not after the expiration date of   
the Offer.                                                                      

ITEM 4.    TERMS OF THE TRANSACTION.                                            

Item 4(a) of the Schedule TO is hereby amended and restated to incorporate by   
reference the information set forth in the Offer to Exchange under "Summary     
Term Sheet," Section 1  ("Eligibility"), Section 2 ("Number of Options;         
Expiration Date"), Section 4 ("Procedures for Tendering Options"), Section 5    
("Withdrawal Rights and Change of Election"), Section 6 ("Acceptance of Options 
for Exchange and Issuance of Restricted Stock"), Section 7 ("Conditions of the  
Offer"), Section 9 ("Source and Amount of Consideration; Terms of Restricted    
Stock"), Section 12 ("Status of Options Acquired by Us in the Offer; Accounting 
Consequences of the Offer"), Section 13 ("Legal Matters; Regulatory Approvals"),
Section 14 ("Material U.S. Federal Income Tax Consequences") and Section 15     
("Extension of Offer; Termination; Amendment").                                 

Item 4(b) of the Schedule TO is hereby amended and restated to incorporate by   
reference the information set forth in the Offer to Exchange under              
Section 11 ("Interests of Directors and Officers; Transactions and Arrangements 
Concerning the Options").                                                       

ITEM 7.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                   

Item 7(b) of the Schedule TO is hereby amended and restated to incorporate by   
reference the information set forth in the Offer to Exchange under Section 7    
("Conditions of the Offer").                                                    

ITEM 10.   FINANCIAL STATEMENTS.                                                

Item 10(a) of the Schedule TO is hereby amended and restated to incorporate     
by reference the information set forth in the Offer to Exchange under           
Section 10 ("Information Concerning Heska") and Section 17 ("Additional         
Information"), and in Part I - Item 8 of the Company's Annual Report on         
Form 10-K for its fiscal year ended December 31, 2000, as filed with the SEC on 
March 29, 2001, the Company's Quarterly Report on Form 10-Q for its fiscal      
quarter ended March 31, 2001, as filed with the SEC on May 10, 2001, and the    
Company's Quarterly Report on Form 10-Q for its fiscal quarter ended June 30,   
2001, as filed with the SEC on August 14, 2001.                                 

ITEM 12.   EXHIBITS.                                                            
(a)(1)  Offer to Exchange, dated August 29, 2001.                               
(2)  Form of Letter to Eligible Employees. *                              
(3)  Form of Election Form. *                                             
(4)  Form of Notice to Withdraw from the Offer. *                         
(5)  Form of Notice to Tendering Employees. *                             
 (6)  Heska Corporation Annual Report on Form 10-K for its fiscal year ended
    December 31, 2000, filed with the Securities and Exchange Commission
on March 29, 2001, and incorporated herein by reference.        
 (7)  Heska Corporation Quarterly Report on Form 10-Q for its fiscal quarter
       ended March 31, 2001, filed with the Securities and Exchange Commission
on May 10, 2001, and incorporated herein by reference.          
 (8)  Heska Corporation Quarterly Report on Form 10-Q for its fiscal quarter
      ended June 30, 2001, filed with the Securities and Exchange Commission
on August 14, 2001, and incorporated herein by reference.       
(b)  Not applicable.                                                            
(d)(1)  Heska Corporation 1997 Stock Incentive Plan. *                          
(2)  Form of Restricted Stock Agreement. *                                
(g)  Not applicable.                                                            
(h)  Not applicable.                                                            

*  Previously filed as an exhibit to the Schedule TO filed by Heska             
Corporation on August 29, 2001.                                                 

ITEM 13.   INFORMATION REQUIRED BY SCHEDULE 13E-3.                              
(a)  Not applicable.                                                            

 SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and correct.        

       HESKA CORPORATION

           /s/  Robert B. Grieve
              ------------------------
      Robert B. Grieve
             Chief Executive Officer

Date: September 14, 2001                                                        

 INDEX TO EXHIBITS

EXHIBIT                        DESCRIPTION                                  
NUMBER                                                                    

(a)(1)       Offer to Exchange, dated August 29, 2001.                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-I/A’ Filing		Date		Other Filings
Filed on:		9/14/01
		8/29/01		SC TO-I
		8/23/01
		8/14/01		10-Q
		6/30/01		10-Q
		5/10/01		10-Q
		3/31/01		10-Q
		3/29/01		10-K
		12/31/00		10-K
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