Attached files
file | filename |
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10-K - FORM 10-K - HESKA CORP | c13748e10vk.htm |
EX-3.I - EXHIBIT 3(I) - HESKA CORP | c13748exv3wi.htm |
EX-10.9 - EXHIBIT 10.9 - HESKA CORP | c13748exv10w9.htm |
EX-21.1 - EXHIBIT 21.1 - HESKA CORP | c13748exv21w1.htm |
EX-10.8 - EXHIBIT 10.8 - HESKA CORP | c13748exv10w8.htm |
EX-10.1 - EXHIBIT 10.1 - HESKA CORP | c13748exv10w1.htm |
EX-32.1 - EXHIBIT 32.1 - HESKA CORP | c13748exv32w1.htm |
EX-23.1 - EXHIBIT 23.1 - HESKA CORP | c13748exv23w1.htm |
EX-31.2 - EXHIBIT 31.2 - HESKA CORP | c13748exv31w2.htm |
EX-3.II - EXHIBIT 3(II) - HESKA CORP | c13748exv3wii.htm |
EX-31.1 - EXHIBIT 31.1 - HESKA CORP | c13748exv31w1.htm |
EX-10.32 - EXHIBIT 10.32 - HESKA CORP | c13748exv10w32.htm |
EX-10.41 - EXHIBIT 10.41 - HESKA CORP | c13748exv10w41.htm |
Exhibit 3(iii)
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
OF
HESKA CORPORATION
TO THE
RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
OF
HESKA CORPORATION
Heska Corporation (the Corporation), a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the DGCL), does hereby
certify:
1. This Certificate of Amendment to the Corporations Restated Certificate of Incorporation,
as amended (the Certificate), has been duly adopted in accordance with the provisions of
Section 242 of the DGCL.
2. This Certificate of Amendment to the Certificate amends Article IV of the Certificate by
deleting the existing Paragraph A of Article IV in its entirety and substituting therefore a new
Paragraph A of Article IV, to read in its entirety as follows:
A. Authorized Stock. The total authorized stock of the Corporation, which shall be
an aggregate of 17,500,000 shares, shall consist of three classes: (i) a first class
consisting of 7,500,000 shares of Common Stock having a par value of $0.01 per share
(the Original Common Stock); (ii) a second class consisting of 7,500,000
shares of Public Common Stock having a par value of $0.01 per share (the Common
Stock or NOL Restricted Common Stock and, together with the Original
Common Stock, the Common Stock Securities); and (iii) a third class
consisting of 2,500,000 shares of Preferred Stock having a par value of $0.01 per
share (the Preferred Stock).
Effective as of 12:01 a.m., Eastern Time, on December 30, 2010 (the Effective
Time), (i) each ten shares of Original Common Stock, issued and outstanding or held
by the Corporation as treasury stock, if any, shall, automatically and without any
action on the part of the respective holders thereof, be combined and converted into
one share of Original Common Stock, and (ii) each ten shares of Common Stock, issued
and outstanding or held by the Corporation as treasury stock, if any, shall,
automatically and without any action on the part of the respective holders thereof,
be combined and converted into one share of Common Stock. No fractional shares shall
be issued and, in lieu thereof, the holder shall receive a cash payment equal to the
fair value, as determined by the Board of Directors, of such fractional shares as of
the Effective Time.
3. This Certificate of Amendment shall become effective as of 12:01 a.m., Eastern Time, on
December 30, 2010.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by
a duly authorized officer on this 29th day of December, 2010.
Heska Corporation |
||||
By: | /s/ Jason A. Napolitano | |||
Name: | Jason A. Napolitano | |||
Title: | Executive Vice President and Chief Financial Officer |