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Heska Restated Certificate of Incorporation by rqw15268

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Heska Restated Certificate of Incorporation document sample

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									                             DECEMBER 29, 2010 SPECIAL MEETING OF STOCKHOLDERS

                      THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


    The undersigned hereby appoints Robert B. Grieve, Ph.D., Jason A. Napolitano and Michael A. Bent, and each of them, as
    proxies, with full power of substitution, and hereby authorizes them to represent and vote, as designated below, all shares
    of the Common Stock of Heska Corporation, a Delaware corporation (the "Company"), held of record by the undersigned
    on November 22, 2010, at the Special Meeting of Stockholders (the "Special Meeting") to be held at the corporate offices
    of the Company located at 3760 Rocky Mountain Avenue, Loveland, Colorado 80538 at 9:00 a.m., local time, on
    Wednesday, December 29, 2010, or at any adjournment or postponement thereof, with all the powers that the undersigned
    would have if personally present at the meeting.
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    The undersigned hereby acknowledges receipt of the Notice of Special Meeting and Proxy Statement, dated November 26,
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    2010. The undersigned hereby expressly revokes any and all proxies heretofore given or executed by the undersigned with
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    respect to the shares of stock represented by this proxy and, by filing this proxy with the Secretary of Heska Corporation,
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    gives notice of such revocation. This proxy, when properly executed, will be voted in accordance with the
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    specifications made by the undersigned stockholder, and grant discretionary authority as to any and all other
    matters that may properly come before the meeting.

      PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED
                                         ENVELOPE.

                THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED.
             THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.

1.       To approve an amendment to our Restated Certificate of Incorporation, as amended, to effect a one-for-ten
reverse split of our issued and outstanding shares of Common Stock, together with a corresponding reduction in the
total number of shares of our authorized stock and increase in the par value for such authorized stock.

         FOR                                        AGAINST                                         ABSTAIN


             THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.

2.      To approve the adjournment of the Special Meeting, if necessary to solicit additional proxies for the
Reverse Stock Split Amendment Proposal 1.

         FOR                                        AGAINST                                         ABSTAIN


      PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE
                              ENCLOSED ENVELOPE.

Mark here if your address has changed and provide
us with your new address in the space provided:

                                                        New Address:


                                                        Dated:                                                         ,
                                                        2010




                                                        Signature(s) of Stockholder(s)


                                                        Title

                                                        Please mark, date, and sign exactly as your name appears
                                                        above and return in the enclosed envelope. If acting as
                                                        executor, administrator, trustee, guardian, etc., you should
                                                        so indicate when signing. If the signer is a corporation,
                                                        please sign the full corporate name, by duly authorized
                                                        officer. If shares are held jointly, each stockholder named
                                                        should sign.


    IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
             STOCKHOLDER MEETING TO BE HELD ON DECEMBER 29, 2010

        The Proxy Statement and Proxy Card are available at https://materials.proxyvote.com/42805E

								
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