-----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, R1xFaYatXAtzBCTQ5ZmENpdXhrxvWvGue47aMhv7WDtBb4msmyo/ChQgIC2Boi+0 tgfuKbKvnnIfbYqj+mgL8Q== 0001011438-04-000227.txt : 20040716 0001011438-04-000227.hdr.sgml : 20040716 20040716144934 ACCESSION NUMBER: 0001011438-04-000227 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040712 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040716 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16783 FILM NUMBER: 04917887 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 8-K 1 form_8-k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2004 VCA ANTECH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-16783 95-4097995 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12401 West Olympic Boulevard, Los Angeles, California 90064-1022 (Address of Principal Executive Offices) (310) 571-6500 (Registrant's Telephone Number) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. The Company held its annual meeting of stockholders on July 12, 2004. Stockholders re-elected Robert L. Antin, the Company's Chairman, President and Chief Executive Officer, as a Class II director to the Company's Board of Directors. Mr. Antin will hold office for three years, until the 2007 annual meeting of the Company's stockholders, and thereafter until his successor is duly elected and qualified. Effective on that same date, Arthur J. Antin, John G. Danhakl and Peter Nolan resigned from the Company's Board of Directors. As a result of these resignations a majority of the members of the Company's Board of Directors consist of independent directors under new Nasdaq corporate governance rules. The resignations of Mr. Antin, Mr. Danhakl and Mr. Nolan were necessitated in order to comply with the Nasdaq listing standards and were not the result of any disagreement with the Company. At the annual meeting, the stockholders also approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 75,000,000 shares to 175,000,000 shares. Additionally, the stockholders ratified the appointment of KPMG LLP as the Company's independent auditors for the year ending December 31, 2004. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of VCA Antech, Inc. 3.2 Certificate of Correction of Certificate of Amendment of Amended and Restated Certificate of Incorporation of VCA Antech, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. July 15, 2004 VCA Antech, Inc. /s/ Tomas W. Fuller ------------------------------------ By: Tomas W. Fuller Its: Chief Financial Officer and Assistant Secretary EXHIBIT INDEX EXHIBITS 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of VCA Antech, Inc. 3.2 Certificate of Correction of Certificate of Amendment of Amended and Restated Certificate of Incorporation of VCA Antech, Inc. EX-3 2 exhibit_3-1.txt Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VCA ANTECH, INC. VCA Antech, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify: 1. The name of the corporation is VCA Antech, Inc. (the "Corporation"). The Corporation was originally incorporated under the name Veterinary Centers of America, Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 4, 1987. 2. In accordance with Sections 141(f), 228(a), 242 and 245 of the General Corporation Law of the State of Delaware, the Board of Directors, by unanimous written consent dated May 21, 2004, duly adopted and approved resolutions amending and restating the Corporation's Certificate of Incorporation, declaring such amendment and restatement advisable. At the Corporation's 2004 Annual Meeting held on July 12, 2004, the Corporation's Stockholders approved the Amended and Restated Certificate of Incorporation. 3. The first paragraph of Article FOURTH of the Corporation's Amended and Restated Certificate of Incorporation is amended to read in its entirety as follows: FOURTH: The Corporation is authorized to issue two classes of shares, designated "Preferred Stock" and "Common Stock." The total number of shares which the Corporation shall have authority to issue is 186,000,000 of which 175,000,000 shares shall be Common Stock, par value $0.00l per share, and 11,000,000 shares shall be Preferred Stock, par value $0.001 per share. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment to the Amended and Restated Certificate of Incorporation in the name and on behalf of the Corporation on the 13th day of July 2004, and the statements contained herein are affirmed as true under penalty of perjury. /s/ Tomas W. Fuller ------------------------------------- Tomas W. Fuller Chief Financial Officer and Assistant Secretary EX-3 3 exhibit_3-2.txt Exhibit 3.2 CERTIFICATE OF CORRECTION OF THE CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VCA ANTECH, INC. VCA Antech, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "CORPORATION"), does hereby certify as follows: FIRST: The name of the Corporation is VCA Antech, Inc. SECOND: That a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the "CERTIFICATE") was duly filed with the Secretary of State of the State of Delaware on July 14, 2004, and that the Certificate requires correction as permitted by Section 103(f) of the General Corporation Law of the State of Delaware. THIRD: The Certificate was defective as follows: Paragraph 2 of the Certificate stated the Board of Directors duly approved and adopted resolutions amending and restating the Corporation's Certificate of Incorporation and that the Corporation's Stockholders approved the Amended and Restated Certificate of Incorporation. FOURTH: Paragraph 2 of the Certificate is hereby corrected to read as follows: 2. In accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, the Board of Directors, by unanimous written consent dated May 21, 2004, duly adopted and approved resolutions setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation, declaring such amendment advisable and calling for consideration thereof by the Corporation's Stockholders. In accordance with Sections 211 and Section 242 of the General Corporation Law of the State of Delaware, the Corporation's Stockholders, at the Corporation's 2004 Annual Meeting held on July 12, 2004, approved the Certificate of Amendment of Amended and Restated Certificate of Incorporation. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed by its authorized officer this 15th day of July, 2004. VCA Antech, Inc. /s/ Tomas W. Fuller By: ------------------------------------------- Name: Tomas W. Fuller Title: Chief Financial Officer and Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----