LOVELAND, Colo., Dec. 29, 2010 /PRNewswire-FirstCall/ -- Heska
Corporation (Nasdaq: HSKA) ("Heska" or the "Company") today
announced that, at the Company's Special Meeting of Stockholders
held on December 29, 2010, the
stockholders of Heska voted to approve a proposal to effect a
1-for-10 reverse stock split of the Company's issued and
outstanding shares of common stock, together with a corresponding
reduction in the total number of shares of the Company's authorized
stock and increase in the par value for such authorized stock
(collectively, the "Reverse Split"). In connection with the
Reverse Split, each stockholder will receive one share of common
stock for every ten shares of common stock held prior to the
Reverse Split and, if applicable, cash in lieu of any fractional
shares that would otherwise be issued in connection with the
Reverse Split.
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The Reverse Split is intended to be effective and consummated by
the Company prior to the commencement of trading on December 30, 2010, as a result of the filing of
an amendment to the Company's Certificate of Incorporation (the
"Charter Amendment") with the Secretary of State of the
State of Delaware.
The Charter Amendment will reduce the number of shares of common
stock issued and outstanding from approximately 52.2 million shares
to approximately 5.2 million shares. In addition, the Charter
Amendment will reduce the total number of authorized shares of the
Company's stock from 175,000,000 to 17,500,000, with such reduced
number comprising (i) 7,500,000 shares of Common Stock,
$0.01 par value per share,
(ii) 7,500,000 shares of Public Common Stock, $0.01 par value per share, and (iii) 2,500,000
shares of Preferred Stock, $0.01 par
value per share. The Company expects the post-Reverse Split shares
of its common stock to begin trading on The NASDAQ Capital Market
on December 30, 2010, or as soon as
practicable thereafter. It is expected that a "D" will be
appended to the Company's ticker symbol to indicate the completion
of the Reverse Split and after a 20 trading-day period following
the Reverse Split, the ticker symbol will revert to "HSKA". A
new CUSIP number has been assigned to the Company's common stock as
a result of the Reverse Split.
Heska's primary objective in effecting the Reverse Split, as set
forth in detail in its Definitive Proxy Statement on Schedule 14A,
filed with the Securities and Exchange Commission on November 23, 2010 (File No.: 000-22427), is to
increase the per share trading price of the issued and outstanding
shares of common stock in order to regain and maintain long-term
compliance with the minimum bid price listing requirements of The
NASDAQ Capital Market.
About Heska
Heska Corporation (NASDAQ: HSKA) sells advanced veterinary
diagnostic and other specialty veterinary products. Heska's
state-of-the-art offerings to its customers include diagnostic
instruments and supplies as well as single use, point-of-care
tests, pharmaceuticals and vaccines. The company's core focus
is on the canine and feline markets where it strives to provide
high value products and unparalleled customer support to
veterinarians. For further information on Heska and its
products, visit the company's website at http://www.heska.com.
Forward-Looking Statements
This announcement contains forward-looking statements,
including statements regarding the Company's expectations,
beliefs and intentions with respect to the transaction and its
effect described herein. Such statements, including the ability to
commence trading of the post-Reverse Split common stock and to
maintain a post-Reverse Split common stock price to maintain
long-term compliance with the minimum bid price listing
requirements of The NASDAQ Capital Market, are based on current
expectations and are subject to a number of risks and
uncertainties, many of which are out of the Company's control.
Factors that could affect the business and financial results of
Heska generally, and therefore its ability to maintain the listing
of its common stock on The Nasdaq Capital Market, include the
following: uncertainties related to the performance of third
parties to whom Heska has granted substantial marketing rights
including, but not limited to, Schering-Plough Animal Health
Corporation; risks related to obtaining regulatory approval to
authorize shipment of Heska's cattle vaccines; uncertainties
related to Heska's ability to market and sell its products
successfully and economically; uncertainties related to Heska's
ability to generate profits and cash flow in future periods;
uncertainties related to the future success of Heska's efforts to
prevent the production of non-compliant products in its OVP
segment; risks related to Heska's reliance on third-party
suppliers, which is significant; competition; uncertainties related
to Heska's ability to maintain all regulatory compliance required
to continue to manufacture and sell vaccines and pharmaceuticals;
uncertainties related to the impact of transfer restrictions on
Heska's common stock, which were approved by Heska stockholders at
Heska's Annual Meeting of Stockholders on May 4, 2010; and the risks set forth in Heska's
filings and future filings with the Securities and Exchange
Commission, including those set forth in Heska's Quarterly Report
on Form 10-Q for the quarter ended September
30, 2010. Although the Company believes that the
expectations reflected in these forward-looking statements are
reasonable, it cannot guarantee its future results, performance or
achievements. The Company undertakes no obligation to update any
forward-looking statements to reflect events or developments after
the date of this press release, except to the extent it is
otherwise required to do so by applicable law.
SOURCE Heska Corporation