-----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, WVczqfKqBJvHepwqN4g5uRCHaRdN0oTuj2oibJbDCLpymr0gtKmuVSMvBq4eZo+n jgyjEI7iIcg37+nCnsVxdw== 0001011438-99-000616.txt : 19991029 0001011438-99-000616.hdr.sgml : 19991029 ACCESSION NUMBER: 0001011438-99-000616 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991028 EFFECTIVENESS DATE: 19991028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VETERINARY CENTERS OF AMERICA 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: SEC FILE NUMBER: 333-89871 FILM NUMBER: 99736394 BUSINESS ADDRESS: STREET 1: 3420 OCEAN PARK BLVD STE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3103929599 MAIL ADDRESS: STREET 1: 3420 OCEAN PARK BLVD STE 1000 CITY: SANTA MC STATE: CA ZIP: 90405 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- VETERINARY CENTERS OF AMERICA, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 95-4097995 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 3420 OCEAN PARK BOULEVARD, SUITE 1000 SANTA MONICA, CALIFORNIA 90405 (Address of Principal Executive Offices) (Zip Code) VETERINARY CENTERS OF AMERICA, INC. 1996 STOCK INCENTIVE PLAN (Full Title of The Plan) TOMAS W. FULLER CHIEF FINANCIAL OFFICER 3420 OCEAN PARK BOULEVARD, SUITE 1000 SANTA MONICA, CALIFORNIA 90405 (Name and Address of Agent For Service) (310) 392-9599 (Telephone Number, Including Area Code, of Agent For Service) Copies of communications to: JULIE M. KAUFER, ESQ. AMIR OHEBSION, ESQ. TROOP STEUBER PASICH REDDICK & TOBEY, LLP 2029 CENTURY PARK EAST, 24TH FLOOR LOS ANGELES, CALIFORNIA 90067 (310) 728-3000 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------- Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee (2) (2) - --------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value 1,000,000 Shares 9.4375 9,437,500 2,624 - --------------------------------------------------------------------------------------------------------------------- (1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover such additional shares of the common stock as may become issuable pursuant to anti-dilution provisions of the Company's 1996 Stock Incentive Plan. (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 Stock Market's National Market on October 22, 1999.
Pursuant to General Instruction E of Form S-8 ("Registration of Additional Securities"), the Company hereby makes the following statement: On December 31, 1996, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration NO. 333-19017) (the "Prior Registration Statement@) relating to shares of the Common Stock to be issued pursuant to Veterinary Centers of America, Inc.'s 1996 Stock Incentive Plan (the "Plan"), and the Prior Registration Statement is currently effective. This Registration Statement relates to securities (a) of the same class as those to which the Prior Registration Statement relates and (b) to be issued pursuant to the Plan. The contents of the Prior Registration Statement are incorporated herein by reference. The following exhibits are filed as part of this Registration Statement: 5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding validity of securities. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (set forth on page 3). Page 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 as of July 1, 1999. VETERINARY CENTERS OF AMERICA, INC. (Registrant) By: /S/ THOMAS W. FULLER ----------------------------- Thomas W. Fuller Chief Financial Officer, Vice President and Assistant Secretary (Principal Accounting Officer) 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, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-8, 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, and 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 the virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE Chief Executive Officer and /S/ ROBERT L. ANTIN Chairman of the Board (Principal July 1, 1999 - --------------------------- Executive Officer and Director) ------------ Robert L. Antin Chief Operating Officer, Senior /S/ ARTHUR J. ANTIN Vice President, Secretary and July 1, 1999 - --------------------------- Director ------------ Arthur J. Antin /S/ NEIL TAUBER Senior Vice President and Director July 1, 1999 - --------------------------- ------------ Neil Tauber Page 3 Chief Finacial Officer Vice /S/ THOMAS W. FULLER President and Assistant Secretary July 1, 1999 - --------------------------- (Principal Accounting Officer) ------------ Thomas W. Fuller - --------------------------- Director ------------ John A. Heil /S/ JOHN B. CHICKERING, JR. Director July 1, 1999 - --------------------------- ------------ John B. Chickering Director - --------------------------- ------------ Richard Gillespie, M.D.
Page 4 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED PAGE 5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding validity of securities. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (set forth on page 3).
Page 5 EX-5.1 2 LAWYER'S CONSENT TROOP STEUBER PASICH REDDICK & TOBEY, LLP Lawyers ----------------- October 28, 1999 Veterinary Centers of America, Inc. 3420 Ocean Park Boulevard, Suite 1000 Santa Monica, California 90405 Ladies/Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") to which this letter is attached as Exhibit 5.1 filed by Veterinary Centers of America, Inc., a Delaware corporation (the "Company"), in order to register under the Securities Act of 1933, as amended (the "Act"), 1,000,000 shares of Common Stock, par value $0.001 per share (the "Shares"), of the Company issuable pursuant to the Company's amended 1996 Stock Incentive Plan (the "Plan"). We are of the opinion that the Shares have been duly authorized and upon issuance and sale in conformity with and pursuant to the Plan, the Shares will be validly issued, fully paid and non-assessable. We consent to the use of this opinion as an Exhibit to the Registration Statement and to use of our name in the Prospectus constituting a part thereof. Respectfully submitted, /S/ TROOP STEUBER PASICH REDDICK & TOBEY, LLP --------------------------------------------- Troop Steuber Pasich Reddick & Tobey, LLP EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 18, 1999, included in Veterinary Centers of America, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /S/ ARTHUR ANDERSEN LLP ------------------------------- ARTHUR ANDERSEN LLP Los Angeles, California October 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----