S-8 POS

As filed with the Securities and Exchange Commission on January 14, 2005

Registration No. 333-84130

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PETCO Animal Supplies, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	20-2148979
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9125 Rehco Road

San Diego, California 92121

(858) 453-7845

(Address of principal executive offices, including zip code, and telephone number)

1994 Stock Option and Restricted Stock Plan for Executive and Key Employees of

PETCO Animal Supplies, Inc.

2002 Incentive Award Plan of PETCO Animal Supplies, Inc.

(Full title of the plans)

	Copies to:
JAMES M. MYERS Chief Executive Officer PETCO Animal Supplies, Inc. 9125 Rehco Road San Diego, California 92121 (858) 453-7845	THOMAS A. EDWARDS, ESQ. ANDREW S. GREENHALGH, ESQ. Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, California 92101 (619) 236-1234
(Name, address, including zip code, and telephone number, including area code, of agent for service)

POST EFFECTIVE AMENDMENT NO. 1

This post-effective amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), to reflect the adoption by PETCO Animal Supplies, Inc., a Delaware corporation (the “Predecessor Registrant”), of a holding company form of organizational structure. The holding company organizational structure was implemented by the merger (the “Merger”) in accordance with Section 251(g) of the Delaware General Corporation Law, of PETCO Merger Co., a Delaware corporation, with and into the Predecessor Registrant, with the Predecessor Registrant being the surviving corporation. In the Merger, which was consummated on January 13, 2005 (the “Effective Time”), each share of the issued and outstanding common stock of the Predecessor Registrant was converted into one share of common stock of PETCO Holding Co., a Delaware corporation (the “Registrant”), which in connection with the Merger changed its name to PETCO Animal Supplies, Inc. Pursuant to the Merger, the Predecessor Registrant became a direct, wholly-owned subsidiary of the Registrant.

In accordance with Rule 414, the Registrant, as the successor issuer, hereby expressly adopts this Registration Statement and the Registration Statements incorporated by reference herein of the Predecessor Registrant as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Pursuant to General Instruction E to Form S-8, this Form S-8 incorporates herein by reference the contents of the Predecessor Registrant’s Registration Statement on Form S-8 (Registration No. 333-84130, relating to 7,620,992 shares of the Registrant’s Common Stock).

PART I

Item 1. Plan Information.

Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

PART II

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission by the Predecessor Registrant are hereby incorporated by reference in this Registration Statement:

(a) The Predecessor Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004, filed by the Predecessor Registrant with the Securities and Exchange Commission on April 5, 2004.

(b) The Predecessor Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2004, filed by the Predecessor Registrant with the Securities and Exchange Commission on May 28, 2004.

(c) The Predecessor Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2004, filed by the Predecessor Registrant with the Securities and Exchange Commission on August 30, 2004.

(d) The Predecessor Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2004, filed by the Predecessor Registrant with the Securities and Exchange Commission on December 7, 2004.

(e) The Predecessor Registrant’s Current Reports on Form 8-K filed by the Predecessor Registrant with the Securities and Exchange Commission on February 18, 2004, March 11, 2004 (with respect to Items 5 and 7), March 23, 2004, June 17, 2004, June 22, 2004, October 26, 2004 and January 14, 2005.

(f) The description of the Registrant’s common stock contained in the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2005.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date this Registration Statement is filed with the Securities and Exchange Commission and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part of it from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of Delaware. Reference is made to Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchases or redemptions, or (4) for any transaction from which a director derived an improper personal benefit.

Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any person, including an officer or director, who is, or is threatened to be made, party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any officer or director in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred.

The Registrant’s bylaws currently provide for indemnification of its officers and directors to the full extent permitted by applicable law.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

A list of exhibits filed with this Registration Statement is set forth in the Exhibit Index and is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by PETCO pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to existing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, PETCO certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to 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 San Diego, State of California, on January 14, 2005.

PETCO ANIMAL SUPPLIES, INC.
By:	/s/ JAMES M. MYERS
	James M. Myers Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title
/s/ JAMES M. MYERS James M. Myers	Chief Executive Officer and Director (Principal Executive Officer)
/s/ RODNEY CARTER Rodney Carter	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ BRIAN K. DEVINE* Brian K. Devine	Director
/s/ JONATHAN COSLET* Jonathan Coslet	Director
/s/ JOHN G. DANHAKL* John G. Danhakl	Director
/s/ JULIAN C. DAY* Julian C. Day	Director
David B. Appel	Director
Sandra N. Bane	Director

Charles W. Duddles	Director
Arthur B. Laffer	Director

*By	/s/ JAMES M. MYERS
	James M. Myers

* Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement.

EXHIBIT INDEX

Exhibit
4.1	1994 Stock Option and Restricted Stock Plan for Executive and Key Employees of PETCO Animal Supplies, Inc., as amended and restated as of October 2, 2000.*
4.2	2002 Incentive Award Plan of PETCO Animal Supplies, Inc.*
4.3	Form of PETCO Animal Supplies, Inc. Stock Option Agreement.**
5.1	Opinion of Latham & Watkins LLP.**
23.1	Consent of KPMG LLP, Independent Auditors.**
23.2	Consent of Latham & Watkins (included in Exhibit 5.1).**

* Incorporated by reference to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333- 75830).

** Filed herewith.

EX-4.3

Exhibit 4.3

OPTION NUMBER	OPTION SHARES
(merge)	(merge)

THIS AGREEMENT, dated             ,      (“Effective Date”), is made by and between PETCO Animal Supplies, Inc., a Delaware corporation hereinafter referred to as “Company,” and «FIRST_NAME» «LAST_NAME», hereinafter referred to as “Optionee”:

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase «OPTION» shares of its $0.001 par value Common Stock (the “Option Shares”) at a purchase price of $             per share (the “Purchase Price”);

WHEREAS, the Company wishes to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement); and

WHEREAS, the Administrator, appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Option provided for herein to the Optionee as an inducement to enter into or remain in the service of the Company or its Subsidiaries and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officer to issue said Option.

WHEREAS, this Option is [not] intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree to all of the terms and conditions set forth on the reverse side hereof.

In witness whereof, this Agreement has been executed by the Company by one of its duly authorized officers as of the Effective Date:	I hereby acknowledge receipt of the foregoing Option as of the Effective Date and agree to all of the terms and conditions set forth in this Agreement:
PETCO Animal Supplies, Inc.
Name	Optionee

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.

1.1 Incentive Stock Option. “Incentive Stock Option” shall mean an option which conforms to the applicable provisions of Section 422 of the Code and which is designated as an Incentive Stock Option by the Administrator.

1.2 Non-Qualified Stock Option” shall mean an Option which is not designated as an Incentive Stock Option by the Administrator.

1.3 Option. “Option” shall mean the stock option to purchase Common Stock of the Company granted under this Agreement.

1.4 Plan. “Plan” shall mean The 2002 Incentive Award Plan of PETCO Animal Supplies, Inc.

1.5 Retirement. “Retirement” shall mean a Termination of Employment other than a discharge for good cause (as determined by the Administrator) if the sum of (i) Optionee’s age as of the date of termination plus (ii) the number of full years of Optionee’s service with the Company as of the date of termination, is equal to or greater than seventy (70); provided, however, that Optionee’s Retirement shall not be deemed to have occurred unless Optionee has at least five (5) full years of service with the Company.

2.1 Grant of Option. In consideration of the Optionee’s agreement to provide services to the Company or its Subsidiaries, and for other good and valuable consideration, on the date set forth on the front of this Agreement, the Company irrevocably grants to the Optionee the option to purchase from the Company any part or all of an aggregate of the number of Option Shares set forth on the front of this Agreement upon the terms and conditions set forth in this Agreement.

2.2 Purchase Price. The purchase price of the shares of stock covered by the Option shall be the Purchase Price set forth on the front of this Agreement without commission or other charge.

2.3 Consideration to Company. In consideration of the granting of this Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or a Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe, for a period of at least one (1) year from the date this Option is granted. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without cause.

2.4 Adjustments in Option. The Administrator shall make adjustments with respect to the Option in accordance with the provisions of Section 11.3 of the Plan.

3.1 Commencement of Exercisability.

(a) Subject to subsections (b) below, the Option shall become 100% vested and fully exercisable on the third anniversary of the Effective Date.

(b) Subject to subsection (c) below, no portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

(c) Notwithstanding subsection (b) above, if the Optionee incurs a Termination of Employment as a result of the Optionee’s Retirement, the Option shall continue to vest following the date of the Optionee’s Retirement in accordance with Section 3.1(a).

3.2 Duration of Exercisability. The Option shall remain exercisable as provided in Section 3.1 until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of ten (10) years from the date the Option was granted; or

(b) The expiration of three (3) months from the date of the Optionee’s Termination of Employment unless such Termination of Employment results from Optionee’s death, disability (within the meaning of Section 22(e)(3) of the Code) or Retirement, provided that if the Optionee dies within said three (3) month period, the period shall be extended to end twelve (12) months from the date of the Optionee’s death;

(c) Subject to Section 3.3(e) below, to the extent the Optionee incurs a Termination of Employment as a result of the Optionee’s Retirement as set forth in Section 3.1(c), the third anniversary of the date of Optionee’s Termination of Employment as a result of the Optionee’s Retirement; or

(d) The expiration of twelve (12) months from the date of the Optionee’s Termination of Employment by reason of his disability (within the meaning of Section 22(e)(3) of the Code) or death, provided that if the Optionee dies within said twelve (12) month period, the period shall be extended to end twelve (12) months from the date of the Optionee’s death.

(e) In the event that there shall be in effect any Company-imposed blackout or window-period limitation at the time the Option expires pursuant to Section 3.3(c) above, or the Optionee is otherwise precluded from exercising the Option or selling the stock issuable hereunder pursuant to any applicable securities laws, such expiration date shall be automatically extended until the date that is ten (10) days following the termination or expiration of such blackout or window-period limitation or the date on which such securities law restrictions no longer apply.

3.4 Special Tax Consequences for Incentive Stock Options. The Optionee acknowledges that, if the Option is an Incentive Stock Option, to the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code), including the Option, are exercisable for the first time by the Optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company, any Subsidiary and any parent corporation thereof (within the meaning of Section 422 of the Code)) exceeds $100,000, the Option and such other options shall be treated as not qualifying under Section 422 of the Code but rather shall be taxed as non-qualified stock options. The Optionee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes of these rules, the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. In addition, the Optionee acknowledges that, if the Option is an Incentive

Stock Option, to the extent the Option is exercised more than three (3) months following the Optionee’s Termination of Employment, pursuant to Section 422 of the Code the Option will cease to be an Incentive Stock Option and will be taxed as a Non-Qualified Stock Option (unless such Termination of Employment occurs as a result of the Optionee’s death or disability (within the meaning of Section 422 of the Code), or the Optionee dies within three (3) months following the Optionee’s Termination of Employment), in which case the Option may be exercised for twelve (12) months following the date of the Optionee’s death or disability and still qualify as an Incentive Stock Option).

4.1 Person Eligible to Exercise. Except as provided in Section 5.2, during the lifetime of the Optionee, only he may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by his personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.

4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3; provided, however, that each partial exercise shall be for whole shares only.

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:

(a) A written notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and

(b) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or

(i) With the consent of the Administrator, a delay in payment of up to 30 days from the date the Option, or portion thereof, is exercised; or

(ii) With the consent of the Administrator, (A) shares of the Company’s Common Stock owned by the Optionee for at least six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or

(iii) With the consent of the Administrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Administrator. The Administrator may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or

(iv) With the consent of the Administrator, property of any kind which constitutes good and valuable consideration; or

(v) With the consent of the Administrator, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or

(vi) With the consent of the Administrator, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and

(c) A bona fide written representation and agreement, in a form satisfactory to the Administrator, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Administrator may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and

(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Administrator in the form of, (i) shares of the Company’s Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; provided that the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Option (or which may be repurchased from the Optionee of such Option within six months after such shares of Common Stock were acquired by the Optionee from the Company) in order to satisfy the Optionee’s federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income; and

(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

4.4 Conditions to Issuance of Stock Certificates. The shares of stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; and

(b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental body, which the Administrator shall, in its sole discretion, deem necessary or advisable; and

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its sole discretion, determine to be necessary or advisable; and

(d) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon exercise of the Option; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.5 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of the Option unless and until certificates representing such shares shall have been issued by the Company to such holder.

5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan and this Agreement except with respect to matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.

5.2 Option Not Transferable. Neither the Option nor any interest or right therein or part thereof shall be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution, unless and until such Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares have lapsed. Notwithstanding the foregoing, unless the Option is an Incentive Stock Option, the Option may be transferred by the Optionee, in writing and with prior written notice to the Administrator, by gift, without the receipt of any consideration, to a member of the Optionee’s immediate family, as defined in Rule 16a-1 under the Exchange Act, or to a trust for the exclusive benefit of, or any other entity owned solely by, such members, provided that the Option shall continue to be subject to all of the terms and conditions as applicable to the original Optionee, and the transferee shall execute any and all such documents requested by the Administrator in connection with the transfer, including, without limitation, to evidence the transfer and to satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws. Except as set forth above, neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

5.3 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at the address given beneath his signature hereto. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to be given to him. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.3. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service; provided, however, that any notice to be given by the Optionee relating to the exercise of the Option or any portion thereof shall be deemed duly given upon receipt by the Secretary of the Company or his office.

5.4 Conformity to Securities Laws. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.5 Miscellaneous. This Agreement and the Plan may be amended without the consent of the Optionee, provided that such amendment would not impair any rights of the Optionee under this Agreement. The invalidity or unenforceability of any particular provision hereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. This Agreement shall be administered, interpreted and enforced under the internal laws of the

State of California without regard to conflicts of laws thereof. This Agreement may be executed simultaneously in two or more counterparts. Except as otherwise provided herein, the Company’s rights and obligations hereunder may be assigned to any Company Subsidiary or to any successor pursuant to a merger, consolidation or similar event. Subject to the foregoing, this Agreement and the respective rights and obligations of the parties hereto shall inure to the benefit of and be binding upon, the successors and assigns of the parties.

5.6 Notification of Disposition. If the Option is an Incentive Stock Option, the Optionee shall give prompt notice to the Company of any disposition or other transfer of any shares of stock acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Effective Date or (b) within one (1) year after the transfer of such shares to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Optionee in such disposition or other transfer.

EX-5.1

Exhibit 5.1

OPINION OF LATHAM & WATKINS LLP

[LATHAM & WATKINS LLP LETTERHEAD]

January 14, 2005

PETCO Animal Supplies, Inc.

9125 Rehco Road

San Diego, California 92121

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

In connection with the filing by PETCO Animal Supplies, Inc. (the “Company”) of Post-Effective Amendment No. 1 (the “Amendment”) to that certain Registration Statement on Form S-8 filed by PETCO Animal Supplies, Inc. (the “Predecessor Registrant”) with the Securities and Exchange Commission on March 11, 2002 (as amended from time to time, the “Registration Statement”), pursuant to which the Company will adopt such Registration Statement with respect to 7,620,992 shares of common stock of the Company (the “Shares”) issuable under the Amended and Restated 1994 Stock Option and Restricted Stock Plan for Executives and Key Employees and the 2002 Incentive Award Plan (together, the “Plans”), you have requested our opinion set forth below. The Plans were assumed by the Company in connection with the merger (the “Merger”) in accordance with Section 251(g) of the Delaware General Corporation Law, of PETCO Merger Co., a Delaware corporation, with and into the Predecessor Registrant, with the Predecessor Registrant being the surviving corporation. In the Merger, each share of the issued and outstanding common stock of the Predecessor Registrant was converted into one share of common stock of the Company. Pursuant to the Merger, the Predecessor Registrant became a direct, wholly-owned subsidiary of the Company.

In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner contemplated by the Plans. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.

We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws.

Subject to the foregoing, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company, and, upon issuance, delivery and payment therefor in the manner contemplated by the Plan, will be validly issued, fully paid and nonassessable.

We consent to your filing this opinion as an exhibit to the Amendment.

Very truly yours,

/s/ LATHAM & WATKINS LLP

EX-23.1

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

The Board of Directors

PETCO Animal Supplies, Inc.:

We consent to the use of our report dated March 8, 2004, with respect to the consolidated balance sheets of PETCO Animal Supplies, Inc. as of February 1, 2003 and January 31, 2004, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended January 31, 2004, incorporated herein by reference.

Our report refers to a change in the Company’s method of accounting for vendor consideration in 2003, accounting for gains and losses from the extinguishment of debt in 2003, and accounting for goodwill in 2002.

/s/ KPMG LLP

San Diego, California

January 10, 2005