-----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, QCizMhxYb6JAOgePWHhYkb3t/FfcpWdtSrj9rVlIIrlpo/wAJMLI4R25gWXv6hmh 59ip8IxbMIe106uwh7yq0A== 0001011438-08-000195.txt : 20080319 0001011438-08-000195.hdr.sgml : 20080319 20080319170108 ACCESSION NUMBER: 0001011438-08-000195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080313 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080319 DATE AS OF CHANGE: 20080319 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: 08699904 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_8kvca.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

____________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities and Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): March 13, 2008

 

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 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 13, 2008 and March 18, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of VCA Antech, Inc. (the “Company”) approved awards of restricted shares of the Company’s common stock, par value $0.001 per share, for the Company’s executive officers, as set forth below:

Name

Title

Shares of Restricted Stock

Robert L. Antin (1)

Chairman, President &
Chief Executive Officer

69,000 (2)

Arthur J. Antin (1)

Chief Operating Officer &
Senior Vice President

42,000 (2)

Tomas W. Fuller (1)

Chief Financial Officer,
Vice President & Secretary

36,000 (2)

Neil Tauber

Senior Vice President

30,000 (2)

Josh Drake

President, Antech Diagnostics

20,000 (3)

Dawn Olsen

Principal Accounting Officer, Vice President & Controller

3,700 (3)

 

(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.

(2)       These restricted stock awards are performance-based. The actual number of restricted stock awards which vest depends upon the achievement of pre-established targets set by the Committee relating to adjusted earnings before interest, depreciation, taxes and amortization (“Adjusted EBITDA”) for fiscal 2008, and certification of achievement by the Committee. The actual number of restricted stock awards which vest may be between 0% and 100% of the number indicated depending on whether and to the extent to which the performance targets are achieved. Assuming continued service through each vesting date, the restricted stock awards vest in three installments: 25% on March 13, 2010; 50% on March 13, 2011 and 25% on March 13, 2012. We define Adjusted EBITDA as the reported items, excluding changes for equity based compensation after adjustment for significant items that the Committee determines are not representative of the Company’s core operations for the performance period. The Committee is authorized, to the extent necessary to preserve the intended economic effects of these restricted stock awards to the Company and the recipient, to adjust the pre-established targets to take into account: (i) a change in corporate capitalization, (ii) a corporate transaction, such as any merger, consolidation, reorganization, or liquidation, or (iii) change in accounting or other relevant rule or regulation.

(3)       These restricted stock awards will vest in three installments: 25% on March 13, 2010; 50% on March 13, 2011 and 25% on March 13, 2012.

 

 

2

 

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.

 

March 19, 2008

VCA ANTECH, INC.

 

 

 

By:
Name:
Title:

/s/ Tomas W. Fuller
Tomas W. Fuller
Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----