secwatch / observer
8-K filed June 13, 2023, 7:59 PM ET CIK 0001038133
M&A confidence high sentiment neutral materiality 1.00

HESKA CORP: M&A transaction — Mars completes acquisition of Heska for $120 per share; stock to be delisted

HESKA CORP

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Scott W. Humphrey

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Departed

Mark F. Furlong

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Appointed

Timothy Hirsch

Other Named Officer
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
Appointed

Chad Susie

Other Named Officer
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
Appointed

Anthony Gedeller

Other Named Officer
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
Departed

Stephen L. Davis

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Departed

Kevin S. Wilson

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Appointed

Nefertiti Greene

Other Named Officer
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
Departed

Dr. Joachim Hasenmaier

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Departed

Sharon J. Maples

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Appointed

Keith Melman

Other Named Officer
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
Departed

David E. Sveen, Ph.D.

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Appointed

Giambatista Martano

Other Named Officer
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
Appointed

Giamabatista Martano

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Appointed

Timothy Hirsch

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Departed

Robert L. Antin

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Appointed

Nefertiti Greene

Director
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
Appointed

Peter Kim

Other Named Officer
HESKA CORP
Effective
2023-06-13
Filed
June 13, 2023, 7:59 PM ET
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Scott W. Humphrey departed as Director at HESKA CORP.

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Mark F. Furlong departed as Director at HESKA CORP.

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Timothy Hirsch was appointed as other_named_officer at HESKA CORP.

Action
became
Exact text from the filing
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Chad Susie was appointed as other_named_officer at HESKA CORP.

Action
became
Exact text from the filing
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Anthony Gedeller was appointed as other_named_officer at HESKA CORP.

Action
became
Exact text from the filing
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Stephen L. Davis departed as Director at HESKA CORP.

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Kevin S. Wilson departed as Director at HESKA CORP.

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Nefertiti Greene was appointed as other_named_officer at HESKA CORP.

Action
became
Exact text from the filing
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Dr. Joachim Hasenmaier departed as Director at HESKA CORP.

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Sharon J. Maples departed as Director at HESKA CORP.

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Keith Melman was appointed as other_named_officer at HESKA CORP.

Action
became
Exact text from the filing
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

David E. Sveen, Ph.D. departed as Director at HESKA CORP.

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Giambatista Martano was appointed as other_named_officer at HESKA CORP.

Action
became
Exact text from the filing
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Giamabatista Martano was appointed as Director at HESKA CORP.

Action
became
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Timothy Hirsch was appointed as Director at HESKA CORP.

Action
became
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Robert L. Antin departed as Director at HESKA CORP.

Action
ceased
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Nefertiti Greene was appointed as Director at HESKA CORP.

Action
became
Role
Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Sharon J. Maples, David E. Sveen, Ph.D., Stephen L. Davis, Robert L. Antin, Mark F. Furlong, Dr. Joachim Hasenmaier, Scott W. Humphrey and Kevin S. Wilson) ceased to be directors of the Company, and Nefertiti Greene, Giamabatista Martano and Timothy Hirsch became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Peter Kim was appointed as other_named_officer at HESKA CORP.

Action
became
Exact text from the filing
Also in connection with the Merger and as contemplated by the Merger Agreement, following the consummation of the Merger, Nefertiti Greene, Giambatista Martano, Timothy Hirsch, Keith Melman, Anthony Gedeller, Peter Kim and Chad Susie became officers of the Company.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HESKA CORP: Amended and restated bylaws in connection with merger.

Change
bylaw amendment
Exact text from the filing
In addition, promptly following Effective Time, the Amended and Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form attached hereto as Exhibit 3.2 (the “Amended and Restated Bylaws”).
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HESKA CORP: Amended and restated certificate of incorporation in connection with merger.

Change
charter amendment
Exact text from the filing
Promptly following the Effective Time, the Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Amended and Restated Certificate of Incorporation”).
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

HESKA CORP underwent a change of control involving Antech Diagnostics, Inc. for $120.00 per share in cash (closed 2023-06-13).

Action
change of control
Counterparty
Antech Diagnostics, Inc.
Consideration
$120.00 per share in cash
Closing
2023-06-13
Exact text from the filing
and Merger Sub), or by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was cancelled and converted into the right to receive $120.00 per share in cash, without interest (the “Merger Consideration”), (2) each option to purchase shares of Common Stock (“Company Option”) that was outstanding and unexercised as of
View on SEC.gov

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Source: SEC EDGAR
accession 0001140361-23-029431
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