SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VCA ANTECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4097995
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
12401 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1022
(Address of Principal Executive Offices) (Zip Code)
2001 STOCK INCENTIVE PLAN, AS AMENDED
(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)
Copies to:
JULIE KAUFER, ESQ.
MICHAEL W. EVERETT, ESQ.
AKIN GUMP STRAUSS HAUER & FELD, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 229-1000
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 1,500,000 Shares $23.03 (2) $34,545,000 (2) $3,178.14
$0.001 par value
======================= ====================== =================== =================== ======================
--------------
(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) 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 July 30, 2003.
INTRODUCTION
The purpose of this Registration Statement is to register additional shares
of the common stock of VCA Antech, Inc., par value $0.001 per share, for
issuance pursuant to its 2001 Stock Incentive Plan, and consists only of those
items required by General Instruction E to Form S-8.
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of Registration
Statement No. 333-81614, filed with the SEC on January 29, 2002, are
incorporated herein by reference.
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION STATEMENT:
4.1 VCA Antech, Inc. 2001 Stock Incentive Plan, as amended. Incorporated
by reference to Exhibit A of the Registrant's Definitive Proxy
Statement filed on April 18, 2003.
5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP regarding validity of
securities.
23.1 Consent of KPMG LLP.
23.2 Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement).
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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 31st day of
July 2003.
VCA ANTECH, INC.
(Registrant)
By: /s/ TOMAS W. FULLER
---------------------------------------
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 Executive
---------------------- Officer, and Chairman of the
Robert L. Antin Board of Directors
* Chief Operating Officer,
---------------------- Senior Vice President,
Arthur J. Antin Secretary and Director
/s/ Tomas W. Fuller Chief Financial Officer, July 31, 2003
---------------------- Vice President and Assistant
Tomas W. Fuller Secretary
* Director
----------------------
John M. Baumer
* Director
----------------------
John G. Danhakl
/s/ John Heil Director July 31, 2003
----------------------
John Heil
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* Director July 31, 2003
----------------------
Peter J. Nolan
/s/ Frank Reddick Director July 31, 2003
----------------------
Frank Reddick
/s/ Tomas W. Fuller Director July 31, 2003
----------------------
Attorney-In-Fact
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EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
NO.
4.1 VCA Antech, Inc. 2001 Stock Incentive Plan, as amended. Incorporated
by reference to Appendix A of the Registrant's Definitive Proxy
Statement filed on April 18, 2003.
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding
validity of securities.
23.1 Consent of KPMG LLP.
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement).