UNITED
STATES
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): June 1, 2014
VCA
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware |
001-16783 |
95-4097995 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
12401 West Olympic Boulevard |
|
(Address of Principal Executive Offices) |
(310) 571-6500
(Registrant’s Telephone Number)
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 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 30, 2014, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a change of its name from “VCA Antech, Inc.” to “VCA Inc.” The Certificate of Amendment, a copy of which is included as Exhibit 3.1 hereto and incorporated herein by reference, was effective June 1, 2014.
Additionally, an amendment to the Third Amended and Restated Bylaws of the Company, a copy of which is included as Exhibit 3.2 hereto and incorporated herein by reference, solely to reflect the change in the Company’s name, has been adopted.
Item 8.01: Other Events.
On June 2, 2014, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01: Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | |
| 3.2 | Amendment to the Third Amended and Restated Bylaws | |
| 99.1 | Press release dated June 2, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
June 2, 2014 |
VCA Inc. |
|
|
|
/s/ Tomas W. Fuller |
|
|
By: |
Tomas W. Fuller |
|
|
Its: |
Chief Financial Officer |
|
EXHIBIT INDEX
|
Exhibits |
||
|
3.1 |
Certificate of Amendment of Amended and Restated Certificate of Incorporation |
|
|
3.2 |
Amendment to the Third Amended and Restated Bylaws |
|
|
99.1 |
Press release dated June 2, 2014. |
Exhibit 3.1
Certificate of Amendment of Amended and Restated Certificate of Incorporation
VCA Antech, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
1. The Board of Directors of the Corporation, at a meeting held on February 12, 2014, duly adopted and approved resolutions approving this amendment and declaring such amendment advisable.
2. At the Corporation’s 2014 Annual Meeting of Stockholders, held on April 21, 2014, the Corporation’s stockholders duly adopted and approved resolutions approving this amendment pursuant to Section 242 of the General Corporation Law of the State of Delaware.
3. Article FIRST of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
FIRST: The name of this corporation is VCA Inc. (the “Corporation”).
4. This amendment is to become effective on June 1, 2014 at 12:01 AM.
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 28th day of May, 2014, and the statements contained herein are affirmed as true under penalty of perjury.
| /s/ Tomas W. Fuller | |
| Tomas W. Fuller | |
| Chief Financial Officer, Vice President and Secretary |
Exhibit 3.2
AMENDMENT TO
THE THIRD AMENDED AND RESTATED BYLAWS
OF
VCA
ANTECH, INC.
a Delaware corporation
(the “Corporation”)
The Third Amended and Restated Bylaws of VCA Antech, Inc., are hereby amended to replace all references to the name “VCA Antech, Inc.” with the name “VCA Inc.”
Effective as of June 2, 2014.
IN WITNESS WHEREOF, the undersigned has duly executed this Amendment to the Third Amended and Restated Bylaws of the Corporation on the 2nd day of June, 2014.
| /s/ Tomas W. Fuller | |
| Tomas W. Fuller | |
| Chief Financial Officer, Vice President and Secretary |
Exhibit 99.1
VCA Antech, Inc. Announces Name Change to VCA Inc.
LOS ANGELES--(BUSINESS WIRE)--June 2, 2014--VCA Antech, Inc. (NasdaqGS: WOOF), a leading animal healthcare company in the United States and Canada, announced today that it has officially changed its name to VCA Inc.
The name change is part of a re-branding initiative designed to reinforce how the VCA name and brand is recognized and appreciated by pet owners, veterinarians and industry leaders throughout North America and around the world. Tens of millions of people see and recognize the VCA logo annually and, as a result of the efforts of the Company’s dedicated staff over the past 25-plus years, many of those people, whether they are clients, pet owners, or veterinarians, associate the name “VCA” with exceptional, industry-leading pet healthcare.
The new focus on the core brand will expand upon that relationship and further leverage the value of the VCA brand in the future. The name change and related branding efforts will be a far-reaching initiative, to be phased in across all aspects of the business in the coming months and years.
Bob Antin, Chairman, President and Chief Executive Officer of VCA, stated, “Our company and our over 17,000 employees take great pride in the relationship of trust we have built with our pet owner and veterinarian clients, as well as our partners in the animal health industry over the years, which is embodied by the VCA brand. It’s gratifying to know that our efforts to help improve the state of animal healthcare, whether it be through advancements in imaging, diagnostics, learning, or training have not gone unnoticed and we are excited by our refocus on our core consumer brand and the opportunity to leverage the value of the VCA brand going forward.”
About VCA
VCA owns, operates and manages the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country, supplies diagnostic imaging equipment and other medical technology products and related services to the veterinary industry, and provides various communication, professional education and marketing solutions to the veterinary community. For further information on VCA, visit our website at www.vcaantech.com.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Among the forward-looking statements in this press release are statements addressing our future plans or expectations, future product offerings and results of operation. These forward-looking statements are not historical facts and are inherently uncertain and out of our control. Any or all of our forward-looking statements in this press release may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Actual future results may vary materially. Among other factors that could cause our actual results to differ from this forward-looking information are: the continued effects of the economic uncertainty prevailing in regions in which we operate; our ability to execute on our growth strategy and to manage acquired operations; changes in demand for our products and services; fluctuations in our revenue adversely affecting our gross profit, operating income and margins; and the effects of the other factors discussed in our Annual Report on Form 10-K, Reports on Form 10-Q and our other filings with the SEC.
CONTACT:
VCA Inc.
Tomas W. Fuller
Chief Financial Officer
310-571-6505