-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0+DcVgv/8oQy/TfUNhpwJ3mkXTgk6H1qej3ogC9J6D5DU8JsyuNYtfTmxu5RP6f WcOMbZ2vqRtYvS38SrcXAQ== 0001011438-03-000178.txt : 20030801 0001011438-03-000178.hdr.sgml : 20030801 20030801134349 ACCESSION NUMBER: 0001011438-03-000178 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030801 EFFECTIVENESS DATE: 20030801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VCA ANTECH INC CENTRAL INDEX KEY: 0000817366 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 954097995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107557 FILM NUMBER: 03817410 BUSINESS ADDRESS: STREET 1: 12401 WEST OLYMPIC BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90064-1022 BUSINESS PHONE: 310-584-65 MAIL ADDRESS: STREET 1: 12401 WEST OLYMPIC BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90064-1022 FORMER COMPANY: FORMER CONFORMED NAME: VETERINARY CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19940328 S-8 1 form_s-8.txt 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 ======================= ====================== =================== =================== ====================== 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). 2 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 3 * 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
4 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). EX-5 3 exhibit_5-1.txt EXHIBIT 5.1 AKIN GUMP STRAUSS HAUER & FELD, LLP 2029 CENTURY PARK EAST, SUITE 2400 LOS ANGELES, CALIFORNIA 90067 July 31, 2003 VCA Antech, Inc. 12401 West Olympic Boulevard Los Angeles, CA 90064-1022 Attn: Tomas W. Fuller Re: VCA Antech, Inc., Registration Statement on Form S-8. Ladies and Gentlemen: We have acted as counsel to VCA Antech, Inc., a Delaware corporation (the "COMPANY"), in connection with the registration, pursuant to a registration statement on Form S-8 (the "REGISTRATION STATEMENT"), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "ACT"), of the issuance by the Company of up to 1,500,000 shares (the "COMPANY SHARES") of the Company's common stock, par value $0.001 per share ("COMMON STOCK") pursuant to the Company's 2001 Stock Incentive Plan, as amended (the "PLAN"). We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that when the Registration Statement relating to the Company Shares has become effective under the Act and, when issued, sold and delivered pursuant to the terms of the Plan, the Company Shares will be validly issued, fully paid and non-assessable. The opinions and other matters in this letter are qualified in their entirety and subject to the following: A. We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions ("LAWS") of (i) the federal Laws of the United States of America and (ii) the General Corporation Law of the State of Delaware. B. This law firm is a registered limited liability partnership organized under the laws of the State of Texas. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. Very truly yours, /s/ AKIN GUMP STRAUSS HAUER & FELD, LLP ---------------------------------------- AKIN GUMP STRAUSS HAUER & FELD, LLP 2 EX-23 4 exhibit_23-1.txt EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors VCA Antech, Inc. We consent to the incorporation by reference in the registration statement on Form S-8 of VCA Antech, Inc., of our report dated February 20, 2003, with respect to the consolidated balance sheets of VCA Antech, Inc. as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity, cash flows and comprehensive income for each of the years in the three-year period ended December 31, 2002, and the related financial statement schedule, which report appears in the December 31, 2002, annual report on Form 10-K of VCA Antech, Inc. /s/ KPMG LLP - ----------------------------------- KPMG LLP Los Angeles, California July 31, 2003 -----END PRIVACY-ENHANCED MESSAGE-----