Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-I Schedule to 6± 28K
2: EX-1 Offer to Exchange 28± 105K
3: EX-2 Offer Letter 2± 9K
4: EX-3 Election Form 4± 18K
5: EX-4 Withdrawal Form 3± 15K
8: EX-5 Acceptance Letter 2± 7K
6: EX-6 1997 Plan 11± 41K
7: EX-7 Restricted Stock Agreement 4± 14K
EX-3 — Election Form
HESKA CORPORATION
ELECTION FORM TO EXCHANGE STOCK OPTIONS
____ I ACCEPT Heska Corporation's offer to exchange all of my outstanding
unexercised stock options with an exercise price greater than $3.90 per
share for rights to acquire restricted common stock of the Company (the
"Restricted Stock") pursuant to the terms set forth in the Offer to
Exchange dated August 29, 2001, from the Company. The number of shares of
common stock subject to the tendered option is set forth below.
____ I DECLINE Heska Corporation's offer to exchange all of my outstanding
unexercised options with an exercise price greater than $3.90 per share for
rights to acquire restricted common stock of the Company.
I acknowledge receipt of the Company's Offer to Exchange dated August 29, 2001,
and the enclosures referenced therein and contained therewith. I hereby agree
to be bound by all of the terms and conditions of the Offer as described in said
materials, and understand that the restricted stock shall be subject to the
Company's 1997 Stock Incentive Plan under which it is granted and the restricted
stock agreement to be executed by me and the Company. I further acknowledge and
agree that participation in the Offer will not be construed as an express or
implied agreement of employment with the Company or any of its subsidiaries
other than on an at-will basis. For purposes of this election form, "Company"
shall mean Heska Corporation, a Delaware corporation.
(Print Name) ___________________________________
Signature _____________________________________
Date and Time: ________________________________
Government ID #: ______________________________
Shares of common stock
subject to the tendered options:_________________
RETURN TO LYNN DEGEORGE NO LATER THAN 5:00 PM MDT
SEPTEMBER 27, 2001, VIA FACSIMILE AT (970) 491-9976 OR HAND DELIVERY
INSTRUCTIONS TO THE ELECTION FORM
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Election Form.
A properly completed and executed original of this Election Form (or a facsimile
of it), and any other documents required by this Election Form, must be received
by Lynn DeGeorge either via hand delivery or via the facsimile at (970) 491-9976
on or before 5:00 p.m. Mountain Daylight Time on September 27, 2001 (the
"Expiration Date").
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND
RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
COMPANY. YOU MAY HAND DELIVER YOUR ELECTION FORM TO LYNN DEGEORGE AT HESKA
CORPORATION (THE "COMPANY"), OR YOU MAY FAX IT TO MS. DEGEORGE AT (970) 491-
9976. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
WE INTEND TO CONFIRM THE RECEIPT OF YOUR ELECTION FORM WITHIN TWO BUSINESS DAYS;
IF YOU HAVE NOT RECEIVED SUCH A CONFIRMATION OF RECEIPT, IT IS YOUR
RESPONSIBILITY TO ENSURE THAT YOUR ELECTION FORM HAS BEEN RECEIVED BY MS.
DEGEORGE.
2. Withdrawal.
Tenders of options made through the Offer may be withdrawn at any time before
the Expiration Date. If the Company extends the Offer beyond that time, you may
withdraw your tendered options at any time until the extended expiration of the
Offer. In addition, although the Company currently intends to accept and cancel
your validly tendered options promptly after the expiration of the Offer, unless
the Company accepts and your tendered options by 5:00 p.m., Mountain Daylight
Time, on October 1, 2001, you may withdraw your tendered options at any time
after October 1, 2001, until the Company has accepted and cancelled your
tendered options. To withdraw tendered options you must hand deliver or fax a
signed and dated Notice to Withdraw from the Offer, with the required
information, to the Company while you still have the right to withdraw the
tendered options. Withdrawals may not be rescinded and any eligible options
withdrawn will thereafter be deemed not properly tendered for purposes of the
Offer unless the withdrawn options are properly re-tendered before the
Expiration Date by delivery of a new Election Form following the procedures
described in these Instructions. Upon the receipt of such a new, properly
filled out, signed and dated Election Form, any previously submitted Election
Form or Notice to Withdraw from the Offer will be disregarded and will be
considered replaced in full by the new Election Form.
3. Conditions.
The Company will not accept any alternative, conditional or contingent tenders.
Although it is our intent to send you a confirmation of receipt of this Election
Form, by signing this Election Form (or a facsimile of it), you waive any right
to receive any notice of the receipt of the tender of your options, except as
provided for in the Offer to Exchange. Any confirmation of receipt sent to you
will merely be a notification that we have received your Election Form and does
not mean that your options have been cancelled. Your options that are accepted
for exchange will not be cancelled until October 1, 2001, which is two (2)
business days following the expiration of the Offer.
The Company will not accept partial tenders of options. Accordingly, you may
tender all or none of the shares subject to each unexercised (or partially
unexercised) option.
4. Signatures on This Election Form.
If this Election Form is signed by the holder of the eligible options, the
signature must correspond with the name as written on the face of the option
agreement or agreements to which the options are subject without alteration,
enlargement or any change whatsoever. If your name has been legally changed
since your option agreement was signed, please submit proof of the legal name
change.
If this Election Form is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, that person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority of that person to
so act must be submitted with this Election Form.
5. Other Information on This Election Form.
In addition to signing this Election Form, you must print your name and indicate
the date at which you signed. You must also include your government
identification number, such as your social security number, tax identification
number or national identification number, as appropriate.
6. Requests for Assistance or Additional Copies.
Any questions or requests for assistance, as well as requests for additional
copies of the Offer to Exchange or this Election Form should be directed to Lynn
DeGeorge, at the Company's principal address, telephone number (970) 493-7272,
ext. 4150, e-mail address: degeorl@heska.com. Copies will be furnished promptly
at the Company's expense.
7. Irregularities.
All questions as to the number of option shares subject to options to be
accepted for exchange and the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of options will be determined
by the Company in its discretion. The Company's determinations shall be final
and binding on all parties. The Company reserves the right to reject any or all
tenders of options the Company determines not to be in proper form or the
acceptance of which may, in the opinion of the Company's counsel, be unlawful.
The Company also reserves the right to waive any of the conditions of the Offer
and any defect or irregularity in the tender of any particular options, and the
Company's interpretation of the terms of the Offer (including these
instructions) will be final and binding on all parties. No tender of options
will be deemed to be properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the Company shall
determine. Neither the Company nor any other person is or will be obligated to
give notice of any defects or irregularities in tenders, and no person will
incur any liability for failure to give any such notice.
IMPORTANT: THE ELECTION FORM (OR A FACSIMILE COPY OF IT) TOGETHER WITH ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON OR BEFORE 5:00 P.M.
MOUNTAIN DAYLIGHT TIME ON THE EXPIRATION DATE.
8. Additional Documents to Read.
You should be sure to read the Offer to Exchange, all documents referenced
therein, and the letter from Robert B. Grieve dated August 29, 2001 before
deciding to participate in the Offer.
9. Important Tax Information.
You should refer to Section 14 of the Offer to Exchange, which contains
important U.S. federal income tax information.
10. Miscellaneous.
A. Data Privacy. By accepting the Offer, you hereby explicitly and
unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this document by and among, as
applicable, Heska Corporation and/or any affiliate for the exclusive purpose of
implementing, administering and managing your participation in the Offer.
You understand that Heska Corporation and/or any affiliate may hold
certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of
stock or directorships held in the Company, details of all Options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in your favor, for the purpose of implementing, administering and
managing the stock option plan and this Offer ("Data"). You understand that
Data may be transferred to any third parties assisting in the implementation,
administration and management of the Offer, that these recipients may be located
in your country, or elsewhere, and that the recipient's country may have
different data privacy laws and protections than in your country. You authorize
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the your participation in the stock option plans and this Offer. You
understand that Data will be held only as long as is necessary to implement,
administer and manage your participation in the stock option plans and this
Offer. You understand that you may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or withdraw the consents herein by contacting in writing your
local human resources representative. You understand that withdrawal of consent
may affect your ability to participate in this Offer and exercise or realize
benefits from the stock option plans.
B. Acknowledgement and Waiver. By accepting this Offer, you
acknowledge that: (i) your acceptance of the Offer is voluntary; (ii) your
acceptance of the Offer shall not create a right to further employment with your
employer and shall not interfere with the ability of your employer to terminate
your employment relationship at any time with or without cause; and (iii) the
Offer, the tendered options and the restricted stock are not part of normal or
expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.
Dates Referenced Herein
| This ‘SC TO-I’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 10/1/01 | | None on these Dates |
| | 9/27/01 |
| Filed on: | | 8/29/01 |
| List all Filings |
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