Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - HESKA CORP | exhibit991-pressrelease042.htm |
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 |