-----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, A9SBuScjCMhcv804FYxmvqyTaRMJ5MjJ6AOPh8t250WKyCTKGo4fGks6exqS4AR3 s9R3nID9SDUV9MTRx/BnxQ== 0001011438-05-000244.txt : 20051013 0001011438-05-000244.hdr.sgml : 20051013 20051013130930 ACCESSION NUMBER: 0001011438-05-000244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051012 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051013 DATE AS OF CHANGE: 20051013 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: 051136501 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 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 12, 2005 VCA ANTECH, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-16783 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, Zip Code) (310) 571-6500 (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT BASE SALARIES OF EXECUTIVE OFFICERS - ----------------------------------- On October 12, 2005, the Compensation Committee of the Board of Directors of VCA Antech, Inc., which we refer to as the Company, completed its annual performance and compensation review of the Company's executive officers and approved annual base salaries which are effective as of October 1, 2005. The last adjustment to the base salaries of the executive officers was effective January 1, 2004. The Compensation Committee determined that in the future it generally will conduct its annual performance and compensation review of the Company's executive officers in June of each year, with any adjustments to base salary to be effective July 1st of that year. The following are the base salaries for the executive officers of the Company effective as of October 1, 2005.
Name Title Base Salary Robert L. Antin (1) Chairman, President & $562,432 Chief Executive Officer Arthur J. Antin (1) Chief Operating Officer & $495,000 Senior Vice President Tomas W. Fuller (1) Chief Financial Officer, $340,000 Vice President & Secretary Neil Tauber Senior Vice President $340,000 Dawn Olsen Principal Accounting Officer, $215,000 Vice President & Controller
(1) Please refer to the employment agreements of these executive officers, each of which has been filed with the Securities and Exchange Commission, for the other terms and conditions of their employment. ADOPTION OF A DISCRETIONARY CASH BONUS PROGRAM - ---------------------------------------------- On October 12, 2005, the Compensation Committee adopted a discretionary cash bonus program for fiscal 2005. Each of our executive officers is eligible to participate in the program. Under the program, subject to the provisions of the employment agreements with our executive officers, the Compensation Committee may award annual cash bonuses in amounts as shall be determined in its sole discretion. The Compensation Committee may take into account any criteria that it deems relevant to assessing the performance and contributions of the executive officers, including revenue, market share, earnings per share, income from operations, earning before interest, taxes, depreciation, and amortization (EBITDA), Adjusted EBITDA (adjusted to exclude certain significant items as determined in the sole discretion of the Compensation Committee), net income, net income per common share, the price of the Company's common stock, shareholder return, return on equity, return on investment, return on capital and the performance of the executive officer in the discharge of that officer's particular duties. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.1 VCA Antech, Inc. Summary of Executive Officers' Compensation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. October 12, 2005 VCA ANTECH, INC. By: /s/ Robert L. Antin ----------------------------------------- Name: Robert L. Antin Title: Chief Executive Officer EX-10 2 exhibit_10-1.txt Exhibit 10.1 VCA ANTECH, INC. SUMMARY OF EXECUTIVE OFFICERS' COMPENSATION ANNUAL CASH COMPENSATION - ------------------------ BASE COMPENSATION. Set forth below are the base salaries of each of our executive officers as of October 1, 2005.
Name Title Base Salary Robert L. Antin (1) Chairman, President & $562,432 Chief Executive Officer Arthur J. Antin (1) Chief Operating Officer & $495,000 Senior Vice President Tomas W. Fuller (1) Chief Financial Officer, $340,000 Vice President & Secretary Neil Tauber Senior Vice President $340,000 Dawn Olsen Principal Accounting Officer, $215,000 Vice President & Controller (1) Please refer to the employment agreements of these executive officers, each of which has been filed with the Securities and Exchange Commission, for the other terms and conditions of their employment.
ADOPTION OF A DISCRETIONARY CASH BONUS PROGRAM - ---------------------------------------------- On October 12, 2005, the Compensation Committee adopted a discretionary cash bonus program for fiscal 2005. Each of our executive officers is eligible to participate in the program. Under the program, subject to the provisions of the employment agreements with our executive officers, the Compensation Committee may award annual cash bonuses in amounts as shall be determined in its sole discretion. The Compensation Committee may take into account any criteria that it deems relevant to assessing the performance and contributions of the executive officers, including revenue, market share, earnings per share, income from operations, earning before interest, taxes, depreciation, and amortization (EBITDA), Adjusted EBITDA (adjusted to exclude certain significant items as determined in the sole discretion of the Compensation Committee), net income, net income per common share, the price of the Company's common stock, shareholder return, return on equity, return on investment, return on capital and the performance of the executive officer in the discharge of that officer's particular duties. LONG TERM INCENTIVES STOCK OPTIONS AND RESTRICTED STOCK. - ----------------------------------- Executive officers, together with our other employees, are eligible to receive grants of awards under our 2001 Stock Option Plan. These awards may be in the form of stock options or purchase rights. The number of shares underlying options or shares is established by the Compensation Committee of our Board of Directors. OTHER PLANS. - ------------ Executive officers are eligible to participate in our group health, dental, life, disability, retirement and other plans on the same basis as all other employees. -----END PRIVACY-ENHANCED MESSAGE-----