-----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, NDivCTAG8sMDb60ffPqzM5wUU+xGfjJ9bidbnzHmaI1eujGpjv2kv9hjun+JC3EN RYygyh9o5gyl4eeT/tQ9NQ== 0001011438-06-000195.txt : 20060313 0001011438-06-000195.hdr.sgml : 20060313 20060313151646 ACCESSION NUMBER: 0001011438-06-000195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060307 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 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: 06681975 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): March 7, 2006 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 NON-EMPLOYEE DIRECTOR COMPENSATION On March 7, 2006, the Compensation Committee of the Board of Directors of VCA Antech, Inc., which we refer to as the Company, approved several changes to the compensation of its non-employee directors which are as follows: o The number of options granted to directors upon appointment to the Board is decreased from 30,000 to 8,000; o The number of options granted to directors annually is decreased from 10,000 to 8,000; and o The fee paid to directors for in-person meetings is increased from $1,000 to $2,000, and for telephonic meetings from no payment to $1,000. This summary of the changes to the terms of the Company's compensation to non-employee directors is qualified in its entirety by the summary attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits EXHIBIT NO. DESCRIPTION 10.1 VCA Antech, Inc. Summary of Non-Employee Director 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. March 13, 2006 VCA ANTECH, INC. By: /s/ Tomas W. Fuller -------------------------------- Name: Tomas W. Fuller Title: Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 10.1 VCA Antech, Inc. Summary of Non-Employee Director Compensation EX-10 2 exhibit_10-1.txt Exhibit 10.1 VCA ANTECH, INC. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth the Company's current compensation arrangements with its non-employee directors.
Annual Retainer: $10,000 per annum (payable in 4 equal quarterly installments) In Person Board or Committee Meeting: $2,000 per meeting(1) Telephonic Board or Committee Meeting: $1,000(2) Audit Committee Chair Fee: $10,000 per annum (payable in 4 equal quarterly installments) Equity Compensation: Upon appointment to the Board of Directors, each non-employee director will receive an option grant to purchase 8,000 shares of our common stock with an exercise price equal to the closing market price of our common tock as quoted by Nasdaq on the business day prior to the grant date. These options will vest in 36 monthly installments beginning the first month after the date of grant. In the event that the date of this option grant is fewer than 12 months prior to the date of the next annual meeting, the number of options granted will be reduced on a pro-rata basis, based upon the number of months until the next annual meeting (e.g., if a non-employee director is appointed January 1 and the next annual meeting is April 1, such non-employee director will receive options to purchase 2,000 shares of our common stock). Each non-employee director will annually receive a grant of 8,000 options on the date of the annual meeting with an exercise price equal to the closing market price of our common tock as quoted by Nasdaq on the business day prior to the grant date. These options will vest in 36 monthly installments beginning the first month after the date of grant. Equity Compensation (cont.) With respect to the 2006 grant, the option grant shall be increased or decreased on a pro rata basis depending on whether the last grant to a non-employee director was more than or less than 12 months from the date of the 2006 annual meeting (e.g., if it has been 15 months since the date of the last grant, the non-employee director will receive options to purchase 10,000 shares and if it has been 9 months since the last grant, the non-employee director will receive options to purchase 6,000 shares.). - --------------------- (1) For clarification purposes no non-employee director will receive in excess of $2,000 for attending in person any board meeting, committee meeting or combination thereof, held on the same day. (2) For clarification purposes no non-employee director will receive in excess of $1,000 for attending telephonically any board meeting, committee meeting or combination thereof, held on the same day.
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