SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VCA ANTECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4097995
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
12401 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1022
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
2001 STOCK INCENTIVE PLAN
(Full Title of the Plan)
ROBERT L. ANTIN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
VCA ANTECH, INC.
12401 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1022
(Name and Address of Agent for Service)
(310) 571-6500
(Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
JULIE M. KAUFER, ESQ.
MICHAEL W. EVERETT, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3313
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share Offering Price Registration Fee
------------------- ----------------- ---------------- ----------------- ----------------
Common Stock 631,800 Shares $1.00 (2) $ 631,800(2) $ 58.13
$0.001 par value
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Common Stock 2,000,000 Shares $12.66 (3) 25,320,000(3) 2,329.44
$0.001 par value
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Total 2,631,800 Shares $25,951,800 $2,387.57
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(1) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's common stock, in order to prevent dilution, the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act of
1933.
(2) Calculated solely for purposes of this offering under Rule 457(h)(1) of the
Securities Act of 1933, as amended, on the basis of the exercise price of
the outstanding options.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based
upon the average of the high and low prices of the Common Stock on the
Nasdaq National Market on January 22, 2002.
PART I. INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, and the Note
to Part I of Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with or furnished
to the Securities and Exchange Commission (the "Commission") by the
Registrant are incorporated as of their respective dates in this
Registration Statement by reference.
(a) the Registrant's Prospectus (No. 333-67128), as filed with the
Commission on November 23, 2001, pursuant to Rule 424(b) of the
Securities Act of 1933, as amended;
(b) the Registrant's Registration Statement on Form 8-A/A, as filed
with the Commission on November 16, 2001, pursuant to Section
12(g) of the Exchange Act; and
(c) the description of the Registrant's Common Stock set forth under
the heading "Description of Capital Stock" contained in the
Prospectus (No. 333-67128).
All other documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of
the Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements
between the corporation and its directors and officers, provisions
expanding the scope of indemnification beyond that specifically provided
by the current law.
Article VII of the Registrant's Restated Certificate of
Incorporation provides for the indemnification of directors to the
fullest extent permissible under Delaware law.
Article V of the Registrant's Bylaws provides for the
indemnification of officers, directors and third parties acting on
behalf of the Registrant if such person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests
of the Registrant, and, with respect to any criminal action or
proceeding, the indemnified party had no reasonable cause to believe his
or her conduct was unlawful.
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The Registrant has entered into indemnification agreements with
its directors and executive officers, in addition to indemnification
provided for in the Registrant's Bylaws, and intends to enter into
indemnification agreements with any new directors and executive officers
in the future.
In addition, the Registrant has purchased insurance pursuant to
which its directors and officers are insured against liability which
they may incur in their capacity as such.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 VCA Antech, Inc. Amended and Restated 1996 Stock Incentive Plan.
Incorporated by reference to Exhibit 10.9 of Amendment No. 2 to
the Registrant's Registration Statement filed on October 31,
2001.
4.2 VCA Antech, Inc. 2001 Stock Incentive Plan. Incorporated by
reference to Exhibit 10.10 of Amendment No. 2 to the Registrant's
Registration Statement filed on October 31, 2001.
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
validity of securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (set forth on page 5).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of this offering; and
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on this 28th
day of January 2002.
VCA ANTECH, INC.
(Registrant)
By: /S/ TOMAS W. FULLER
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Tomas W. Fuller
Chief Financial Officer, Vice President
and Assistant Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Robert L. Antin and Tomas W. Fuller, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement and to file a new registration statement under Rule 461 or Instruction
E of Form S-8 of the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
------------------------- ---------------------- ----------------
President, Chief January 28, 2002
/S/ ROBERT L. ANTIN Executive Officer, and
------------------------- Chairman of the Board
Robert L. Antin of Directors
Chief Operating January 28, 2002
/S/ ARTHUR J. ANTIN Officer, Senior Vice
------------------------- President, Secretary
Arthur J. Antin and Director
Chief Financial January 28, 2002
/S/ TOMAS W. FULLER Officer, Vice
------------------------- President and
Tomas W. Fuller Assistant Secretary
/S/ JOHN M. BAUMER Director January 28, 2002
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John M. Baumer
/S/ JOHN G. DANHAKL Director January 28, 2002
-------------------------
John G. Danhakl
-------------------------- Director January 28, 2002
Melina Higgins
/S/ PETER J. NOLAN Director January 28, 2002
-------------------------
Peter J. Nolan
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EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
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4.1 VCA Antech, Inc. Amended and Restated 1996 Stock Incentive Plan.
Incorporated by reference to Exhibit 10.9 of Amendment No. 2 to the
Registrant's Registration Statement filed on October 31, 2001.
4.2 VCA Antech, Inc. 2001 Stock Incentive Plan. Incorporated by
reference to Exhibit 10.10 of Amendment No. 2 to the Registrant's
Registration Statement filed on October 31, 2001.
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
validity of securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (set forth on page 5).