As filed with the Securities and Exchange Commission on December 19, 1996
Registration No. 333-
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
3420 OCEAN PARK BOULEVARD, SUITE 1000, SANTA MONICA, CALIFORNIA 90405 (310)
392-9599
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
------------------------
TOMAS FULLER
VETERINARY CENTERS OF AMERICA, INC.
3420 OCEAN PARK BOULEVARD, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(310) 392-9599
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
------------------------
Copies to:
C.N. FRANKLIN REDDICK III, ESQ.
TROOP MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
[ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement for the
same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum
Shares To Be Aggregate Aggregate Amount Of
To Be Registered Price Offering Registration
Registered Per Unit(1) Price(1) Fee
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 801,081 $10.94 $8,763,826.14 $2,656
=============================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average high and low prices of
Registrant's Common Stock reported on the Nasdaq Stock Market's National
Market on December 17, 1996.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
VETERINARY CENTERS OF AMERICA, INC.
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
FORM S-3 ITEM SECTION IN PROSPECTUS
- ------------------- -----------------------
<S> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus . . . . . . . . . . . . . Facing Page; this Cross-Reference
Sheet; Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . Inside Front and Outside Back Cover
Pages of Prospectus; Incorporation
of Certain Documents by Reference;
Available Information
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . . . Prospectus Summary; Risk Factors;
Incorporation of
Certain Documents by Reference
4. Use of Proceeds . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders . . . . . . Selling Stockholders and Plan of
Distribution
8. Plan of Distribution . . . . . . . . Outside Front and Outside Back
Cover Pages of Prospectus; Selling
Stockholders and Plan of
Distribution
9. Description of Securities to
be Registered *
10.Interests of Named Experts and Counsel *
11.Material Changes *
12.Incorporation of Certain Information
by Reference . . . . . . . . . . . . Incorporation of Certain Documents
by Reference
13.Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . Undertakings
14.Other Expenses of Issuance and
Distribution . . . . . . . . . . . . Other Expenses of Issuance and
Distribution
15.Indemnification of Directors and
Officers . . . . . . . . . . . . . . Indemnification of Directors and
Officers
16.Exhibits . . . . . . . . . . . . . . Exhibits
17.Undertakings . . . . . . . . . . . . Undertakings
(a) Rule 415 Offering . . . . . . . Undertakings
(b) Filing Incorporating Subsequent
Exchange Act Documents by
Reference . . . . . . . . . . . Undertakings
(h) Request For Acceleration of
Effective Date . . . . . . . . . Undertakings
<FN>
- ----------------
*Omitted because the item is negative or inapplicable.
</FN>
</TABLE>
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<PAGE>
Subject to Completion, Dated December 19, 1996
PROSPECTUS
VETERINARY CENTERS OF AMERICA, INC.
801,081 SHARES OF COMMON STOCK
(par value $0.001 per share)
----------------------------
This Prospectus relates to the sale of an aggregate of 801,081 shares
(the "Shares") of the common stock, par value $.001 per share (the "Common
Stock") of Veterinary Centers of America, Inc. (the "Company" or "VCA")
offered for the account of certain stockholders of the Company (the
"Selling Stockholders"). The Common Stock offered by the Selling
Stockholders was acquired by the Selling Stockholders in exchange for the
capital stock of Pets' Rx, Inc. ("Pets' Rx") owned by the Selling
Stockholders and acquired by the Company in connection with the merger of a
subsidiary of the Company with Pets' Rx. See "Selling Stockholders and
Plan of Distribution." The Selling Stockholders may from time to time sell
all or a portion of the Common Stock which may be offered by them under
this Prospectus in routine brokerage transactions in the over-the-counter
market, at prices and terms prevailing at the time of sale. The Selling
Stockholders may also make private sales directly or through brokers. The
Selling Stockholders may pay customary brokerage fees, commissions and
expenses. The Company will pay all other expenses of the offering. The
Selling Stockholders and the brokers executing selling orders on behalf of
the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"),
in which event commissions received by such brokers may be deemed
underwriting commissions under the Securities Act.
The Company will not receive any proceeds from the sale of the Common
Stock offered by the Selling Stockholders hereby.
The Common Stock is quoted on the Nasdaq Stock Market's National
Market ("Nasdaq National Market") under the symbol "VCAI." On December
17, 1996, the closing price of the Common Stock on the Nasdaq National
Market was $10.50.
THESE SHARES OF COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 HEREOF FOR A DISCUSSION OF
CERTAIN INFORMATION THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SHARES.
--------------------
The date of this Prospectus is ___________, 1996
Page 1
<PAGE>
No dealer, salesman or any other person has been authorized to give
any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or the
Managers. This Prospectus does not relate to any securities other than
those described herein or constitute an offer to sell, or the solicitation
of an offer to buy, securities in any jurisdiction where, or to any person
to whom, it is unlawful to make such an offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that the information herein is correct
as of any time subsequent to the date hereof or that there has been no
change in the affairs of the Company since such date.
AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement) under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus, which
constitutes part of the Registration Statement does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
the Common Stock offered hereby, reference is hereby made to such
Registration Statement, and the exhibits and schedules thereto which may be
obtained from the Commission's principal office in Washington, D.C., upon
payment of the fees prescribed by the Commission. Statements contained in
this Prospectus as to the contents of any contract, agreement or other
document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to
the Registration Statement of which this Prospectus forms a part, each such
statement being qualified in all respects by such reference.
VCA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following regional offices of the Commission: Offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of the material can be
obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission also maintains a Web site (http://www.sec.gov)
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission. The Common Stock is traded on the Nasdaq National Market and
the Company's reports, proxy or information statements, and other
information filed with the Nasdaq National Market may be inspected at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference into
this Prospectus:
(1) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) Registrant's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996; and
(3) Registrant's Reports on Form 8-K, filed on February 21, 1996,
March 5, 1996, March 15, 1996 (as amended on April 12, 1996 and April 18,
1996), March 25, 1996, April 4, 1996, April 12, 1996, April 17, 1996,
July 5, 1996 (as amended on July 17, 1996) and August 1, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering of the securities covered by this
Prospectus shall be deemed to be incorporated by reference herein and to be
part hereof from the date of filing of such documents. Any
Page 2
<PAGE>
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the oral or
written request of any such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents,
unless such exhibits are expressly incorporated by reference into such
documents). Written requests for such copies should be directed to Tomas
Fuller, Chief Financial Officer, Veterinary Centers of America, Inc. 3420
Ocean Park Boulevard, Suite 1000, Santa Monica, California 90405.
Telephone inquiries may be directed to Veterinary Centers of America, Inc.,
at (310) 392-9599.
Page 3
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE
READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION CONTAINED HEREIN
AND IN THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. UNLESS THE CONTEXT
OTHERWISE REQUIRES, ALL REFERENCES HEREIN TO THE "COMPANY" AND "VCA" REFER
TO VETERINARY CENTERS OF AMERICA, INC. AND ITS CONSOLIDATED SUBSIDIARIES.
THE DOCUMENTS INCORPORATED IN THIS PROSPECTUS CONTAIN FORWARD LOOKING
STATEMENTS, WHICH ARE INHERENTLY UNCERTAIN. ACTUAL RESULTS MAY DIFFER FROM
THOSE DISCUSSED IN SUCH FORWARD LOOKING STATEMENTS FOR THE REASONS, AMONG
OTHERS, DISCUSSED IN "RISK FACTORS."
THE COMPANY
Veterinary Centers of America. Inc. ("VCA" or the "Company") was
founded in 1986 and is a leading companion animal health care company. The
Company has established a premier position in the animal hospital and
veterinary diagnostic laboratory segments and has an emerging presence in
the premium pet food segment. The Company operates the largest network of
free-standing animal hospitals in the country. As a leader in the
industry, the Company employs more veterinarians than any single private-
sector employer. The Company's network includes privately owned teaching
hospitals which provide clinical training for recent veterinary school
graduates. In addition, the Company operates the largest network of
veterinary-exclusive laboratories in the nation. The Company also markets
both a life-stage and a therapeutic line of premium pet foods through Vet's
Choice, a joint venture with Heinz Pet Products, an affiliate of H.J. Heinz
Company.
The Company operates in three market segments which had total domestic
revenues in 1994 of approximately $10.0 billion, composed of approximately
$8.2 billion for veterinary care (animal hospitals and veterinary
diagnostic laboratories) and $1.8 billion for premium pet food. The animal
hospital industry is highly fragmented with approximately 115 million dogs
and cats in the United States being cared for by an estimated 55,000
veterinarians practicing at 16,000 animal hospitals. These animal
hospitals are primarily single site, sole practitioner facilities. The
Company believes that its larger size and multi-site network offer
advantages to the veterinary professional and consumer alike. The
Company's size and breadth of operations enable it to leverage corporate
overhead, centralize administrative functions, realize economies of scale
in purchasing and other administrative functions, enhance medical care
through specialists and state of the art equipment and technology and free
the veterinary professional from administrative tasks, thereby allowing the
veterinarian greater time to practice veterinary medicine.
The Company's animal hospitals offer a full range of general medical
and surgical services and also perform specialty services such as
orthopedics for small animals, including dogs, cats, birds and other
household pets. In addition to treating disease and injury, the Company's
animal hospitals emphasize pet wellness and offer programs to encourage
routine vaccinations, health examinations, spaying and neutering and dental
care. The Company's veterinary diagnostic laboratories offer a full range
of diagnostic and reference tests. Laboratory tests are used by
veterinarians to diagnose, monitor and treat diseases through the detection
of substances in blood, urine or tissue samples and other specimens. The
Company does not conduct experiments on animals and is not engaged in
animal research. Vet's Choice markets a line of life-stage and therapeutic
premium pet foods under the brand names, SELECT BALANCE and SELECT CARE,
respectively.
The Company's business strategy focuses on (i) expanding its animal
hospital and veterinary diagnostic laboratory businesses through
acquisitions and internal growth, (ii) achieving cost savings by
consolidating operations and realizing economies of scale in purchasing and
administrative support functions and the implementation of the Company's
standard management programs, (iii) taking advantage of its unique
opportunity to deliver its products and services through multiple channels
to its customers, who are primarily veterinarians and pet owners, and (iv)
capitalizing on its leadership position within the companion animal health
care industry to expand into other products and services for veterinarians
and pet owners.
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<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS, THE FOLLOWING FACTORS SHOULD BE CONSIDERED
BEFORE MAKING AN INVESTMENT IN THE COMPANY.
ANTICIPATED EFFECTS OF ACQUISITIONS
VCA has acquired Pets' Rx and Pet Practice with the expectation that
the transactions will result in beneficial synergies for the combined
business. These synergies include the potential to realize improved
operating margins at animal hospitals through a strategy of centralizing
various corporate and administrative functions and leveraging fixed costs
while providing customers with improved services.
Achieving these anticipated business benefits will depend in part on
whether the operations of Pets' Rx and Pet Practice can be integrated with
the operations of VCA in an efficient, effective and timely manner. There
can be no assurance that this will occur. The combination of the companies
will require, among other things, integration of the companies' management
staffs, coordination of the companies' sales and marketing efforts,
integration and coordination of the companies' development teams and the
identification and elimination of redundant overhead and poor-performing
hospitals. The success of this process will be significantly influenced by
the ability of the combined business to retain key management and marketing
and development personnel. There is no assurance that this integration
will be accomplished smoothly or successfully or that VCA will be
successful in retaining key members of management. The difficulties of
such integration may be increased by the necessity of coordinating
geographically separated organizations with distinct cultures. The
integration of operations of the companies following the mergers will
require the dedication of management resources, which may temporarily
distract attention from the day-to-day business of the combined business.
The inability of management to integrate successfully the operations of the
companies could have an adverse effect on the business and results of the
combined business. In addition, even if the operations of the three
companies are ultimately successfully integrated, it is anticipated that
the integration will be accomplished over time and, in the interim, the
combination may have an adverse effect on the business, results of
operations and financial condition of VCA. The Company believes that the
foregoing factors adversely impacted results of operations for the three
and nine months ended September 30, 1996. There can be no assurance that a
similar or greater impact will not be felt by the Company during the fourth
quarter ended December 31, 1996 or in future periods.
RAPID EXPANSION AND MANAGEMENT OF GROWTH
Due to the number and size of acquisitions completed since January 1,
1994, the Company has experienced rapid growth. In 1994, the Company
completed six acquisitions (five animal hospitals and one veterinary
diagnostic laboratory) and in 1995, the Company completed 32 acquisitions
(25 animal hospitals, six veterinary diagnostic laboratories and the
remaining 30 percent interest in Professional Animal Laboratory). In 1996
through November 15, the Company completed the acquisition of Pet Practice,
Pets' Rx, 16 animal hospitals and four veterinary diagnostic laboratories.
As a result of these acquisitions, the Company's revenues have grown from
$25.3 million in 1993 to $42.2 million in 1994, to $92.1 million in 1995
and to unaudited proforma 1995 revenue of over $220 million. In addition,
during this period, the Company entered two new lines of business,
veterinary diagnostic laboratories and premium pet food.
The Company's growth and pace of acquisitions have placed, and will
continue to place, a substantial strain on its management, operational,
financial and accounting resources. The successful management of this
growth will require the Company to continue to implement and improve its
financial and management information systems and to train, motivate and
manage its employees. There can be no assurance that the combined business
will be able to identify, consummate or integrate acquisitions without
substantial delays, costs or other problems. Once integrated, acquisitions
may not achieve sales, profitability and asset productivity commensurate
with the combined business' other operations. In addition, acquisitions
involve several other risks, including adverse short-term effects on the
combined business' reported operating results, impairments of goodwill and
other intangible assets, the diversion of management's attention, the
dependence on retention, hiring and training of key personnel, the
amortization of intangible assets and risks associated with unanticipated
problems or legal liabilities. The combined business' failure to manage
growth effectively would have a material adverse effect on the combined
business' results of operations and its ability to execute its business
strategy.
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In addition, the growth experienced by the Company, and the
corresponding increased need for timely information, have placed
significant demands on the Company's existing accounting and management
information systems. As a result, the Company is in the process of
upgrading these systems. No assurance can be given that these upgrades
will be completed successfully or that the new systems can be successfully
integrated or that the new systems will effectively serve the combined
business' future information requirements.
DEPENDENCE ON ACQUISITIONS FOR FUTURE GROWTH
The Company's growth strategy is dependent principally on its ability
to acquire existing animal hospitals. Successful acquisitions involve a
number of factors which are difficult to control, including the
identification of potential acquisition candidates, the willingness of the
owners to sell on reasonable terms and the satisfactory completion of
negotiations. In addition, acquisitions may be subject to pre-merger or
post-merger review by governmental authorities for antitrust and other
legal compliance. Adverse regulatory action could negatively affect the
Company's operations through the assessment of fines or penalties against
the Company or the possible requirement of divestiture of one or more of
the Company's operations.
There can be no assurance that the Company will be able to identify
and acquire acceptable acquisition candidates on terms favorable to the
Company in a timely manner in the future. Assuming the availability of
capital, the Company's plans include an aggressive acquisition program
involving the acquisition of at least 15 to 25 facilities per year. The
Company continues to evaluate acquisitions and negotiate with several
potential acquisition candidates. The failure to complete acquisitions and
continue expansion could have a material adverse effect on the Company's
financial performance. As the combined business proceeds with its
acquisition strategy, it will continue to encounter the risks associated
with the integration of acquisitions described above.
LEVERAGE
The Company has incurred substantial indebtedness to finance the
acquisition of its animal hospitals and veterinary diagnostic laboratories.
The Company had at September 30, 1996, consolidated long-term obligations
(including current portion) of $148.3 million. At December 31, 1995 and
September 30, 1996, the Company's ratio of long-term debt to total
stockholders' equity was 49.0% and 93.6%, respectively.
RISKS ASSOCIATED WITH INTANGIBLE ASSETS
A substantial portion of the assets of the Company consists of
intangible assets, including goodwill and covenants not to compete relating
to the acquisition of animal hospitals and veterinary diagnostic
laboratories. At September 30, 1996, the Company's balance sheet reflected
$174.6 million of intangible assets of these types, a substantial portion
of the Company's $349.7 million in total assets at such date. The Company
expects the aggregate amounts of goodwill and other intangible assets on
its balance sheet to increase in the future in connection with additional
acquisitions. This increase will have an adverse impact on earnings as
goodwill and other intangible assets will be amortized against earnings. In
the event of any sale or liquidation of the Company, there can be no
assurance that the value of these intangible assets will be realized.
In addition, the Company continually evaluates whether events and
circumstances have occurred that indicate the remaining balance of
intangible assets may not be recoverable. When factors indicate that these
intangible assets should be evaluated for possible impairment, they may be
required to reduce the carrying value of intangible assets, which could
have a material adverse effect on results of operations during the periods
in which such reduction is recognized. In accordance with this policy, the
Company recognized a write down of goodwill and related assets in the
amount of $2.3 million in 1993 in connection with three of the Company's
facilities which were not performing. Further, the Company has recognized a
write down of goodwill and related assets in the amount of $4.7 million as
part of its restructuring plan adopted during the third quarter of 1996.
There can be no assurance that the Company will not be required to write
down assets further in future periods.
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GUARANTEED PAYMENTS
In connection with acquisitions in which the purchase price consists,
in part, of the Company's common stock (the "Guarantee Shares"), the
Company often guarantees (the "Guarantee Right") that the value of such
stock (the "Measurement Price") two to three years following the date of
the acquisition (the "Guarantee Period") will equal or exceed the value of
the stock on the date of acquisition (the "Issue Price"). In the event the
Measurement Price does not equal or exceed the Issue Price, the Company
typically is obligated either to (i) pay to the seller in cash, notes
payable or additional shares of the Company's common stock the difference
between the Issue Price and the Measurement Price multiplied by the number
of Guarantee Shares then held by the seller, or (ii) purchase the Guarantee
Shares then held by the seller. Once the Guarantee Shares are delivered
and registered for resale under the Securities Act, which registration the
Company covenants to effect generally within nine months of issuance of the
Guarantee Shares, the seller's Guarantee Right typically terminates if the
Company's common stock trades at 110% to 120% of the Issue Price (the
"Release Price") for five to 15 consecutive days, depending on the terms of
the specific acquisition at issue. There are 185,185 Guarantee Shares
outstanding at November 30, 1996 with Issue Prices ranging from $11.70 to
$18.25 that have not met their respective Release Prices for the specified
period or have not been delivered due to escrow arrangements. If the value
of the Company's common stock decreases and is less than an Issue Price at
the end of the respective Guarantee Period for these shares, the Company
may be obligated to compensate these sellers.
In connection with the Pet Practice acquisition, VCA will assume the
Guarantee Rights issued by Pet Practice (which generally operate similarly
to the Guarantee Rights issued by VCA, except that there is no provision
for a release of the Guarantee Right). In connection with the Pet Practice
Guarantee Rights, 26,636 shares of VCA common stock have a guarantee value
of $24.53 per share.
SEASONALITY AND FLUCTUATING QUARTERLY RESULTS
A large portion of the business of the Company is seasonal, with
operating results varying substantially from quarter to quarter.
Historically, the Company's revenues have been greater in the second and
third quarters than in the first and fourth quarters. The demand for the
Company's veterinary services are significantly higher during warmer months
because pets spend a greater amount of time outdoors, where they are more
likely to be injured and are more susceptible to disease and parasites. In
addition, use of veterinary services may be affected by levels of
infestation of fleas, heartworms and ticks, and the number of daylight
hours, as well as general economic conditions. A substantial portion of
the Company's costs are fixed and do not vary with the level of demand.
Consequently, net income for the second and third quarters at individual
animal hospitals generally has been higher than that experienced in the
first and fourth quarters.
DEPENDENCE ON KEY MANAGEMENT
The Company's success will continue to depend to a significant extent
on the Company's executive officers and other key management, particularly
its Chief Executive Officer, Robert L. Antin. VCA has an employment
contract with Mr. Robert Antin, Mr. Arthur Antin, Chief Operating Officer
of VCA, and Mr. Neil Tauber, Senior Vice President of VCA, each of which
expires in December 1998. VCA has no other written employment agreements
with its executive officers. None of VCA's officers are parties to
noncompetition covenants which extend beyond the term of their employment
with VCA. VCA maintains "key man" life insurance on Mr. Robert Antin in
the amount of $3.0 million, of which VCA is the sole beneficiary. VCA does
not maintain any insurance on the lives of its other senior management. As
VCA continues to grow, it will continue to hire, appoint or otherwise
change senior managers and other key executives. There can be no assurance
that VCA will be able to retain its executive officers and key personnel or
attract additional qualified members to management in the future. In
addition, the success of certain of VCA's acquisitions may depend on VCA's
ability to retain selling veterinarians of the acquired companies. The
loss of services of any key manager or selling veterinarian could have a
material adverse effect upon VCA's business.
JOINT VENTURES
The Company conducts a portion of its veterinary diagnostic laboratory
business through a joint venture with Vet Research, Inc. ("VRI"), and
conducts its pet food business through a joint venture with Heinz Pet
Products, an affiliate of H.J. Heinz Company. The Company has an option in
January 1997 to acquire VRI's remaining 49 percent interest
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<PAGE>
in the laboratory joint venture for $18.6 million in cash plus an
additional amount based upon the earnings of the joint venture to be paid
over six years. Based on current information available to it, the Company
expects to exercise its purchase option in January 1997. If for any reason
the Company does not exercise the option, VRI has the option to purchase
from the Company its entire 51 percent interest for $3.5 million. On the
earlier of a change in control of the Company or January 1, 2000, Heinz Pet
Products has the option to purchase all of the Company's interest in the
Vet's Choice joint venture at a purchase price equal to the fair market
value of such interest. The acquisition of Pet Practice does not result in
a change in control for purposes of the Vet's Choice joint venture. There
can be no assurance that the Company will not have to sell these joint
venture interests.
COMPETITION
The companion animal health care industry is highly competitive and
subject to continual change in the manner in which services are delivered
and providers are selected. The Company believes that the primary
competitive factors in connection with animal hospitals are convenient
location, recommendation of friends, reasonable fees, quality of care and
convenient hours. The Company's primary competitors for its animal
hospitals in most markets are individual practitioners or small, regional
multi-clinic practices. In addition, certain national companies in the pet
care industry, including the operators of super-stores, are developing
multi-regional networks of animal hospitals in markets which include the
Company's animal hospitals. Among veterinary diagnostic laboratories, the
Company believes that quality, price and the time required to report
results are the major competitive factors. There are many clinical
laboratory companies which provide a broad range of laboratory testing
services in the same markets serviced by the Company. In addition, several
national companies provide on-site diagnostic equipment that allows
veterinarians to perform their own laboratory tests. The Company's major
competitors in the premium pet food industry are Hill's and Iams, both of
which have extensive experience in the manufacture of premium pet food and
possess research and development, marketing and financial resources far
greater than that of Vet's Choice.
GOVERNMENT REGULATION
The laws of some states prohibit veterinarians from splitting fees
with non-veterinarians and prohibit business corporations from providing
veterinary services through the direct employment of veterinarians. These
laws and their interpretations vary from state to state and are enforced by
the courts and by regulatory authorities with broad discretion. Although
the Company believes that its operations as currently conducted are in
material compliance with existing applicable laws, there can be no
assurance that the Company's existing operational structure will not be
successfully challenged in one or more states as constituting the
unlicensed practice of veterinary medicine. Such a determination in a
state could adversely affect the operations of the Company and the combined
business through the assessment of fines or penalties against the Company
or the combined business or the possible requirement of divestiture of the
Company's operations in the state. In addition, there can be no assurance
that state legislation or regulations will not change so as to restrict the
Company's or, in the future, the combined business' existing operations or
the expansion of such operations.
ANTI-TAKEOVER EFFECT
A number of provisions of the Company's Certificate of Incorporation
and bylaws and certain Delaware laws and regulations relating to matters of
corporate governance, certain rights of directors and the issuance of
preferred stock without stockholder approval, may be deemed to have and may
have the effect of making more difficult, and thereby discouraging, a
merger, tender offer, proxy contest or assumption of control and change of
incumbent management, even when stockholders other than the Company's
principal stockholders consider such a transaction to be in their best
interest. In addition, H.J. Heinz Company has an option to purchase the
Company's interest in the Vet's Choice joint venture upon the occurrence of
a change in control (as defined in the joint venture agreement), which may
have the same effect. Accordingly, stockholders may be deprived of an
opportunity to sell their shares at a substantial premium over the market
price of the shares.
IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE
Future sales by existing stockholders could adversely affect the
prevailing market price of the Company's common stock. As of November 15,
1996, the Company had 18,391,955 shares of common stock outstanding, most
of which are either freely tradeable in the public market without
restriction or tradeable in accordance with Rule 144 under the Act.
Page 8
<PAGE>
There are also 789,105 shares which the Company is obligated to issue in
connection with the Pets' Rx and Pet Practice mergers and certain
acquisitions; 583,333 shares issuable upon conversion of outstanding
preferred stock; 1,743,054 shares of the Company's common stock issuable
upon exercise of outstanding stock options; 143,075 shares of the Company's
common stock issuable upon exercise of outstanding warrants; and 51,256
shares issuable upon conversion of convertible notes; and 2,456,623 shares
issuable upon conversion of convertible debentures. Shares may also be
issued under price guarantees delivered in connection with acquisitions.
These shares will be eligible for immediate sale upon issuance.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's common stock could be subject to
significant fluctuations caused by variations in quarterly operating
results, litigation involving the Company, announcements by the Company or
its competitors, general conditions in the companion animal health care
industry and other factors. The stock market in recent years has
experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of publicly
traded companies. The broad fluctuations may adversely affect the market
price of the Company's common stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Securities offered by the Selling Stockholders hereunder.
Page 9
<PAGE>
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The Shares were issued by the Company on June 19, 1996 in a
private placement pursuant to Regulation D under the Securities Act. The
following table sets forth certain information regarding the beneficial
ownership of the Common Stock by the Selling Stockholder as of December
17, 1996, and as adjusted to reflect the sale of 127,328 shares by the
Selling Stockholder. The Selling Stockholder has the sole voting and
investment power with respect to the shares owned, subject to applicable
community property laws. Additional Selling Security Holders will be
identified and other information concerning additional Selling Security
Holders will be set forth in Prospectus Supplements from time to time. As
of December 17, 1996, the Company had outstanding 18,671,824 shares
of Common Stock, par value $.001 per share, the only outstanding voting
security of the Company.
<TABLE>
<CAPTION>
Common Stock Owned Prior to the Offering (1) Common Stock Owned After the Offering(1)
-------------------------------------------------- ---------------------------------------------
Number of
Number of Percent of Shares to be Number Percent
Shares Class Sold of Shares of Class
<S> <C> <C> <C> <C> <C>
John W. Hunter 127,328 * 127,328 0 *
100 Kennedy Ave, #8
San Antonio, TX 78209
<FN>
- -----------------------------
* Less than one percent.
(1) Assumes no purchase of additional shares and no exercise of
outstanding warrants to purchase the Company's Common Stock.
</FN>
</TABLE>
The Selling Stockholder may sell all or a portion of the shares of
Common Stock offered hereby from time to time in brokerage transactions in
the over-the-counter market at prices and terms prevailing at the times of
such sales. The Selling Stockholder may also make private sales directly or
through brokers. The Selling Stockholder may individually pay customary
brokerage commissions and expenses. In connection with any sales, the
Selling Stockholder and any brokers participating in such sales may be
deemed to be underwriters within the meaning of the Securities Act, in
which event commissions received by such brokers may be deemed underwriting
commissions under such Act.
Under the 1934 Act and the regulations thereunder, any person engaged
in a distribution of the shares of Common Stock of the Company offered by
this Prospectus may not simultaneously engage in market making activities
with respect to the shares of Common Stock of the Company during the
applicable"cooling off" periods prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Stockholder will need to comply with applicable provisions of the 1934 Act
and the rules and regulations thereunder including, without limitation,
Rules 10b-6 and 10b-7, which provisions may limit the timing of purchases
and sales of shares of Common Stock by the Selling Stockholder.
Page 10
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon
for the Company by Troop Meisinger Steuber & Pasich, LLP, Los Angeles,
California.
EXPERTS
The audited consolidated financial statements of VCA, the audited
supplemental combined financial statements of VCA, the audited financial
statements of Southwest Veterinary Diagnostic, Inc. and the audited
financial statements of Pets' Rx, Inc. incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, to the extent and
for the periods indicated, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
The financial statements of the Pet Practice, Professional Veterinary
Hospitals of America and Pets' Rx incorporated by reference in this
Prospectus have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
No dealer, salesperson or other person has been authorized to give any
information or to make any representation, other than those contained in
this Prospectus, in connection with the offer made by this Prospectus, and
if given or made, such information or representations must not be relied
upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer is
not qualified to do so or to anyone to whom it is unlawful to make such
offer or solicitation.
Page 11
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as follows:
Amount
-----------
Registration Fee Under Securities Act of 1933 . . . . . . . . $ 3,005
NASD Filing Fee . . . . . . . . . . . . . . . . . . . . . . . .$ *
Blue Sky Fees and Expenses. . . . . . . . . . . . . . . . . . .$ *
Printing and Engraving Certificates . . . . . . . . . . . . . .$ *
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . .$
2,000
Accounting Fees and Expense . . . . . . . . . . . . . . . . . .$
*
Registrar and Transfer Agent Fees . . . . . . . . . . . . . . .$ *
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . $ *
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,005
=============
- -------------------
* Not applicable or none.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that the
Company may indemnify an officer or director who is made a party to a
"proceeding" (including a law suit or derivative action) because of his
position, if he acted in good faith in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful, and may advance expenses incurred in
defending any proceeding in certain cases. If the director or officer is
successful on the merits or otherwise, he must be indemnified against all
expenses actually and reasonably incurred. If the officer or director is
adjudged liable, indemnity can be made only by court order.
The Company has also entered into an indemnity agreement (the
"Indemnity Agreement") with its directors which provides for mandatory
indemnity of an officer or director made party to a "proceeding" by reason
of the fact that he or she is or was a director of the Company, if he or
she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company. The Indemnity
Agreement also obligates the Company to advance expenses to a director
provided that he or she is not entitled to partial indemnification.
Directors are also entitled to partial indemnification, and indemnification
for expenses incurred as a result of acting at the request of the Company
as a director, officer or agent of an employee benefit plan or other
partnership, corporation, joint venture, trust or other enterprise owned or
controlled by the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to the
above statutory provisions or otherwise, the Company 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.
Page 12
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index of this Registration Statement.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing 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 the
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.
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 to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purpose of determining 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; and
(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.
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 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 the 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.
Page 13
<PAGE>
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-3 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,
on December 19, 1996.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /s/ Tomas W. Fuller
--------------------------------
Tomas W. Fuller
Vice President,
Chief Financial Officer,
and Assistant Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Antin and Tomas W. Fuller
or any one of them, his attorney-in-fact and agent, with full power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-3, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or their substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
President, Chief Executive Officer
/s/ Robert L. Antin and Chairman of the Board December 19, 1996
- ------------------- (Principal Executive Officer and
Robert L. Antin Director)
/s/ Arthur J. Antin Senior Vice President, Chief
- ------------------- Operating Officer, Secretary December 19, 1996
Arthur J. Antin and Director
/s/ Neil Tauber
- ------------------- Senior Vice President, December 19, 1996
Neil Tauber Treasurer and Director
<PAGE>
/s/ Tomas W. Fuller
- ------------------- Vice President, Chief Financial December 19, 1996
Tomas W. Fuller Officer and Assistant Secretary
(Principal Accounting Officer)
- ------------------- Director December 19, 1996
John Heil
/s/ John Chickering
- ------------------- Director December 19, 1996
John Chickering
- --------------------- Director December 19, 1996
Richard Gillespie
Page 15
<PAGE>
EXHIBIT INDEX
NO. ITEM PAGE
- --- ---- ----
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Troop Meisinger Steuber & Pasich, LLP (included as part of
Exhibit 5.1)
Page 16
<PAGE>
[LETTERHEAD OF TROOP MEISINGER STEUBER & PASICH, LLP]
December 19, 1996
Veterinary Centers of America, Inc.
3420 Ocean Park Boulevard, Suite 1000
Santa Monica, CA 90405
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (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"), 801,081 shares of Common Stock of the
Company and any additional shares of Common Stock of the Company which may
be registered pursuant to Rule 462(b) under the Act (the "Shares").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Registration
Statement, and receipt of the purchase price therefor as specified in the
Registration Statement, the Shares will be legally and 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 Meisinger Steuber & Pasich, LLP
-----------------------------------------
TROOP MEISINGER STEUBER & PASICH, LLP
EXHIBIT 5.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of
this Registration Statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
December 13, 1996
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our reports
as of the dates and relating to the financial statements of the companies
listed below, which appear on the following pages of the current report on
Form 8-K of Veterinary Centers of America, Inc. dated July 3, 1996:
COMPANY DATE OF REPORT PAGE REFERENCE
- ------- -------------- --------------
The Pet Practice, Inc. March 22, 1996 F-21
Professional Veterinary March 29, 1995 F-36
Hospitals of America, Inc.
We also consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Veterinary
Centers of America, Inc. of our report dated September 12, 1995, relating
to the financial statements of Pets' Rx, Inc., which appears in the amended
Current Report on Form 8-K/A of Veterinary Centers of America, Inc. dated
July 16, 1996.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
December 13, 1996
EXHIBIT 23.2
