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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10787
VETERINARY CENTERS OF AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
DELAWARE 95-4097995
<S> <C>
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
3420 OCEAN PARK BOULEVARD, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(Address of principal executive offices and zip code)
(310) 392-9599
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.001 par value
Redeemable Warrants
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ______.
-------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any Amendment to this
Form 10-K. [_]
At March 19, 1996, there were outstanding 12,590,647 shares of the Common Stock
of Registrant and the aggregate market value of the shares held on that date by
non-affiliates of Registrant, based on the closing price ($26.88 per share) of
the Registrant's Common Stock on the NASDAQ National Market, was $306,514,884.
For purposes of this computation, it has been assumed that the shares
beneficially held by directors and officers of Registrant were "held by
affiliates;" this assumption is not to be deemed to be an admission by such
persons that they are affiliates of Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS OF VCA
Information with respect to the directors and executive officers of VCA as
of March 31, 1996 is as follows:
<TABLE>
<CAPTION>
Name Age Position
- - ----------------------------------- --- -------------------------------------------------------------
<S> <C> <C>
Robert L. Antin.................... 46 Chairman of the Board and Chief Executive Officer
of VCA
Arthur J. Antin.................... 49 Chief Operating Officer, Senior Vice President,
Secretary and Director
Neil Tauber........................ 45 Senior Vice President
Tomas W. Fuller.................... 38 Chief Financial Officer, Vice President and
Assistant Secretary
Deborah W. Moore................... 31 Chief Accounting Officer, Vice President and
Controller
John B. Chickering, Jr............. 47 Director
Richard Gillespie, M.D............. 62 Director
John A. Heil....................... 42 Director
</TABLE>
Robert L. Antin and Arthur J. Antin are brothers. There are no other
family relationships between any director and/or any executive officer of VCA.
MR. ROBERT L. ANTIN, a founder of VCA, has served as Chief Executive
Officer, President and Chairman of the Board of Directors of VCA since its
inception. Mr. Antin is responsible for directing all aspects of VCA's
business. From September 1983 until founding VCA, Mr. Antin was President,
Chief Executive Officer, a director and co-founder of AlternaCare Corp., a
publicly held company which owned, operated and developed free-standing
outpatient surgical centers. AlternaCare Corp. was acquired by Medical Care
International in 1988. From July 1978 until September 1983, Mr. Antin was
employed as an officer by American Medical International, Inc. ("AMI"), an owner
and operator of health care facilities. While at AMI, Mr. Antin initially
served as Director of Marketing of Professional Hospital Services, then as
Director of New Business Development responsible for non-hospital related
acquisitions and development, and most recently as a Vice President of AMI and
President of AMI Ambulatory Center, Inc., a subsidiary of AMI operating a chain
of ambulatory care centers. Mr. Antin received his MBA degree with a
certification in hospital and health administration from Cornell University in
1975.
MR. ARTHUR J. ANTIN, a founder of VCA, has served as Chief Operating
Officer, Senior Vice President, Secretary and a Director of VCA since its
inception, and is currently responsible for managing animal hospital and
veterinary laboratory operations for VCA. From October 1983 to September 1986,
Mr. Antin served as Director of Marketing/Investor Relations of AlternaCare
Corp., in which he developed and implemented marketing strategies for a network
of outpatient surgical centers. Mr. Antin received an M.A. degree in Community
Health from New York University and a Post Graduate Certificate in Structured
Programming and Business Application design from Columbia University.
MR. NEIL TAUBER, a founder of VCA, has served as Senior Vice President and
a Director of VCA since its inception and is currently responsible for
identifying and effecting the acquisition of independent animal hospitals and
veterinary diagnostic laboratories. From 1984 to 1986, Mr. Tauber served as the
Director of Corporate
2
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Development at AlternaCare Corp., where his responsibilities included the
acquisition of new businesses and syndication to hospitals and physician groups.
From 1981 to 1984, Mr. Tauber served as Chief Operating Officer of MDM Services,
a wholly owned subsidiary of Mediq, a publicly held health care company, where
he was responsible for operating and developing a network of retail dental
centers and industrial medical clinics. Mr. Tauber holds an MBA from Wagner
College.
MR. TOMAS W. FULLER joined VCA in January 1988 and served as Vice
President and Controller until November 1990 when he became Chief Financial
Officer. Prior to joining VCA, from 1980 to 1987, Mr. Fuller served as an audit
manager for Arthur Andersen LLP. Mr. Fuller holds a BA degree in
business/economics from the University of California at Los Angeles (UCLA).
MS. DEBORAH W. MOORE, a Certified Public Accountant, joined VCA in
September 1992 and served as Controller until becoming Vice President, Chief
Accounting Officer in 1995. Ms. Moore served as a staff accountant at Arthur
Andersen LLP and subsequently as Controller for Chiat/Day/Mojo Inc. prior to
joining VCA. Ms. Moore holds a BA in Economics/Accounting from Claremont
McKenna College.
MR. JOHN B. CHICKERING, JR., a Certified Public Accountant, is currently
the Vice President - Financial Administration for Warner Bros. International
Television Distribution. Prior to his employment at Warner Bros., Mr.
Chickering served as a staff accountant at KPMG Peat Marwick from August 1975 to
June 1977. Mr. Chickering holds an MBA degree with emphasis in accounting and
finance from Cornell University. Mr. Chickering has served as a Director of VCA
since November 1988.
RICHARD GILLESPIE, M.D., was elected to the Board of Directors in June
1995. Dr. Gillespie is a private investor who has investments in several
companies in the United States. From 1983 to 1987, Dr. Gillespie was Vice-
President, a director and co-founder of AlternaCare Corp. Dr. Gillespie also
has served as a director for several other companies, including Lansinoh
Laboratories, Inc. and Geriatric Medical Center, and as the general partner of
Outpatient Diagnostics Center. Dr. Gillespie holds an MD degree from the
University of Tennessee College of Medicine.
MR. JOHN A. HEIL, currently serves as the Vice President-Marketing for
Heinz Pet Products. Since 1978, Mr. Heil has served in various capacities with
other affiliates of the H.J. Heinz Company, including General Manager, Marketing
of Ore-Ida Foods, Inc. and Vice President - Marketing and Sales of Star-Kist
Foods, Inc. Mr. Heil holds a B.A. degree in economics from Lycoming College.
Mr. Heil has served as a Director of VCA since May 1995.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of four meetings during the fiscal year
ended December 31, 1995. The Board of Directors has an Audit Committee and a
Compensation Committee. The Board of Directors does not have a Nominating
Committee or a committee performing similar functions. During the fiscal year
ended December 31, 1995, each director attended at least 75% of the meetings of
the Board of Directors held while he was a director and of the Committees of the
Board of Directors on which he served.
The Audit Committee met one time and the Compensation Committee met two
times during the fiscal year ended December 31, 1995. The Audit Committee's
functions include recommending to the Board of Directors the engagement of VCA's
independent auditors, reviewing and approving the services performed by the
independent auditors and reviewing and evaluating VCA's accounting policies and
internal accounting controls. The Compensation Committee reviews and approves
the compensation of officers and key employees and determines and approves the
granting of options under VCA's various stock incentive plans. During the
fiscal year ended December 31, 1995, the members of the Audit Committee were
Messrs. Robert L. Antin and John B. Chickering, Jr.; the members of the
Compensation Committee were Messrs. Robert L. Antin, John B. Chickering, Jr. and
Jean-Charles Lignel; and the members of the Stock Option Committee were Messrs.
John B. Chickering, Jr. and Jean-Charles Lignel. Mr. Lignel is no longer a
director of VCA.
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COMPENSATION OF DIRECTORS
Directors of VCA who are not also employees of VCA receive $1,000 for each
meeting of the Board of Directors that they attend in person plus reimbursement
of all out-of-pocket expenses incurred in attending such meetings. In addition,
non-employee directors, John B. Chickering, Jr., John Heil, Richard Gillespie
and former non-employee director Jean-Charles Lignel each were granted options
to purchase 10,000 shares of common stock of VCA ("VCA Common Stock") upon
appointment or election to the Board of Directors. On the respective
anniversaries of their joining the Board of Directors, each of the current non-
employee directors, if they retain such status, will receive an additional
option to purchase 5,000 shares of VCA Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the last fiscal year, executive compensation and the grant of
options under VCA's various stock incentive plans was administered by the
Compensation Committee of the Board of Directors. The directors of the
Corporation who served on the Compensation Committee were Robert L. Antin, Jean-
Charles Lignel and John B. Chickering, Jr. Mr. Robert L. Antin is the Chairman
of the Board and Chief Executive Officer of VCA. None of Messrs. Lignel,
Chickering or Heil is, nor has any of them ever been, an officer or employee of
VCA. Mr. Lignel is no longer a director of VCA.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires VCA's executive officers,
directors and persons who own more than ten percent of a registered class of
VCA's equity securities to file reports of ownership and changes in ownership
with the Commission. Executive officers, directors, and greater-than-ten percent
stockholders are required by the regulations of the Commission to furnish VCA
with copies of all Section 16(a) forms they file. Based solely on its review of
the copies of such forms received by it, VCA believes that, during the year
ended December 31, 1995, all relevant Section 16(a) filing requirements were
complied with, except as follows: Ms. Moore, an executive officer, filed one
report late relating to her position as an executive officer; Mr. Gillespie, a
director, filed one report late relating to his position as a director: Mr.
Fuller, an executive officer, filed one report late for a transaction involving
the sale of 1,500 warrants and a transaction involving the grant of an option to
purchase 40,000 shares of VCA Common Stock; Mr. Robert L. Antin, an executive
officer and director, filed one report late involving nine separate transactions
relating to the sale, in the aggregate, of 25,500 warrants and the grant of an
option to purchase 80,000 shares of VCA Common Stock and one report late
involving three separate transactions relating to the sale, in the aggregate, of
30,000 warrants. VCA is aware of no other failures to file required forms.
4
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, as to the Chief Executive Officer and as to each
of the other three most highly compensated executive officers (the "Named
Executive Officers") whose salary plus bonus exceeded $100,000 during the last
fiscal year, information concerning all compensation paid for services to VCA in
all capacities during the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------------------------------
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTION ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION (1) AWARDS (2) COMPENSATION
- - ------------------------- ---- ---------- ---------- ---------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Antin 1995 $ 241,091 $-0- $ 8,800 280,000 -0-
Chairman of the Board 1994 205,730 30,890 (3) 9,600 25,000 -0-
and Chief Executive 1993 196,978 -0- 12,000 90,000 -0-
Officer
Arthur J. Antin 1995 170,915 -0- 7,200 140,000 -0-
Chief Operating 1994 146,953 21,480 (3) 7,200 25,000 -0-
Officer, Senior 1993 139,742 -0- 6,000 50,000 -0-
Vice President
and Secretary
Neil Tauber 1995 144,038 -0- 7,200 120,000 -0-
Senior Vice 1994 120,000 17,592 (3) 7,200 25,000 -0-
President 1993 115,896 -0- 6,000 50,000 -0-
Tomas W. Fuller 1995 101,214 -0- 6,000 110,000 -0-
Chief Financial Officer 1994 92,500 13,090 (3) 6,000 10,000 -0-
and Vice President 1993 88,883 -0- 6,000 50,000 -0-
</TABLE>
________
(1) Includes automobile allowance.
(2) All numbers reflect the number of shares of VCA Common Stock subject to
options granted during the fiscal year.
(3) Reflects bonus awards granted in March 1995 for services rendered during
the fiscal year ended December 31, 1994.
5
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding grants of
stock options made during the fiscal year ended December 31, 1995 to the Named
Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------
Percent of Total Exercise or Potential Realizable Value at Assumed Annual
Number of Options Granted Base Price Per Rates of Stock Price Appreciation for Option
Options to Employees In Share (4) Term (1)
--------------------------------------------
Name Granted (2) Fiscal Year (3) Expiration Date 5% 10%
- - --------------- ------------ ----------------- --------------- ----------------- --------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Antin 80,000 9.4% $10.50 3/4/05 $ 528,271 $ 1,338,744
200,000 23.4% 12.38 11/7/05 1,556,514 3,944,513
Arthur J. Antin 40,000 4.7% 10.50 3/4/05 264,136 669,372
100,000 11.7% 12.38 11/7/05 778,257 1,972,256
Neil Tauber 40,000 4.7% 10.50 3/4/05 264,136 669,372
80,000 9.4% 12.38 11/7/05 622,606 1,577,805
Tomas W. Fuller 40,000 4.7% 10.50 3/4/05 264,136 669,372
70,000 8.2% 12.38 11/7/05 544,780 1,380,579
- - --------------------
</TABLE>
(1) The potential realizable value is based on the assumption that the VCA
Common Stock appreciates at the annual rate shown (compounded annually)
from the date of grant until the expiration of the option term. These
amounts are calculated pursuant to applicable requirements of the
Securities and Exchange Commission and do not represent a forecast of the
future appreciation of VCA Common Stock.
(2) The option grants set forth on this chart which expire on March 4, 2005 and
November 7, 2005 are exercisable in thirty-six (36) and twenty-four (24)
equal monthly installments, respectively, commencing on the date of grant.
The options may, at the discretion of the administrator of the stock option
plan pursuant to which such options were granted, become immediately
exercisable upon certain change of control events. The options set forth
above were each granted for a term of 10 years.
(3) Options covering an aggregate of 854,750 shares were granted to eligible
optionees during the fiscal year ended December 31, 1995.
(4) The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares, subject to certain conditions.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth, for each of the Named Executive Officers,
certain information regarding the exercise of stock options during the fiscal
year ended December 31, 1995 and the value of unexercised options at December
31, 1995 based upon the closing price of the VCA Common Stock on the Nasdaq
National Market on December 29, 1995 ($16.875 per share).
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF ALL UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT FISCAL
SHARE ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END YEAR END(1)
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- - ---------------- -------------------- ----------- ---------------------------- -------------------------------
<S> <C> <C> <C> <C>
Robert L. Antin -0- -0- 165,750/274,584 $1,992,407/$1,448,193
Arthur J. Antin -0- -0- 130,111/147,889 1,669,647/840,128
Neil Tauber -0- -0- 117,027/127,639 1,464,306/745,464
Tomas W. Fuller -0- -0- 116,361/104,306 1,480,689/615,042
</TABLE>
EMPLOYMENT AGREEMENTS
On January 1, 1994, VCA entered into employment agreements with each of
Robert L. Antin, Arthur J. Antin, and Neil Tauber, which currently expire on
December 31, 1999. Pursuant to the terms of these agreements, during the fiscal
year ended December 31, 1996, Messrs. Robert L. Antin, Arthur J. Antin and Neil
Tauber will receive an annual base salary of $265,000, $189,000 and $162,000,
respectively. This base salary is subject to annual upward adjustment at the
discretion of the Board of Directors, with a mandatory annual increase by a
percentage amount at least equal to the cost of living increase. In addition,
the Board of Directors has determined that executive officers of VCA may earn
bonuses during each calendar year based upon management achieving performance
goals established by the Compensation Committee of the Board of Directors on an
annual basis. VCA may terminate each of the employment agreements for cause or
upon mutual agreement. If employment is terminated due to death, the agreements
provide that VCA will pay the affected employee severance pay equal to two
years' salary. If employment is terminated due to the disability of the
employee, without cause or if VCA's principal executive office is moved from Los
Angeles, the affected employee is entitled to severance pay in an amount equal
to three years' base salary. If employment is terminated due to a change in
control of VCA, the affected employee is entitled to severance pay in an amount
equal to the greater of (a) three years' base salary and (b) the base salary
such employee would have received during the period between the date of such
employee's termination and the scheduled expiration date of his employment
agreement. If employment is terminated due to the scheduled expiration of an
employment agreement, the affected employee is entitled to severance pay in an
amount equal to one year's base salary.
In April 1992, VCA entered into an agreement with Tomas W. Fuller, Chief
Financial Officer, Vice President and Assistant Secretary of VCA, pursuant to
which it agreed that if Mr. Fuller's employment is terminated without cause, VCA
will pay to Mr. Fuller severance pay equal to six months' salary.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information provided by VCA
regarding beneficial ownership of VCA Common Stock as of March 31, 1996 by (i)
each director and Named Executive Officer of VCA; (ii) each person known to VCA
to be the beneficial owner of more than 5% of the outstanding VCA Common Stock,
and (iii) all directors and executive officers of VCA as a group. Except as may
be indicated in the footnotes to the table, each of such persons has the sole
voting and investment power with respect to the shares owned, subject to
applicable community property laws. The address of each person listed is in care
of VCA, 3420 Ocean Park Boulevard, Suite 1000, Santa Monica, California 90405,
unless otherwise set forth below such person's name.
<TABLE>
<CAPTION>
PERCENT OF CLASS
NAME AND ADDRESS NUMBER OF SHARES(1) OWNED
- - ---------------------------------------- ------------------------- ---------------------
<S> <C> <C>
Savannah Investments Limited 950,000 7.4%
Kirk House, 4th Floor
Grand Cayman
British West Indies
The TCW Group, Inc. 735,000 5.7%
865 South Figueroa Street
Los Angeles, California 90017
Scudder, Stevens & Clark, Inc. 647,900 5.0%
345 Park Avenue
New York, New York 10154
Robert L. Antin (2) 920,758 7.0%
Arthur J. Antin (3) 328,148 2.5%
Neil Tauber (4) 206,888 1.6%
Tomas W. Fuller (5) 112,056 *
John B. Chickering, Jr. (6) 21,667 *
Richard Gillespie, M.D. (7) 20,000 *
John A. Heil -- --
All of VCA's executive officers and 1,610,517 11.9%
directors as a group (8 persons)
(2)(3)(4)(5)(6)(7)(8)
- - -----------------------------------------
</TABLE>
* Less than one percent.
(1) Under Rule 13d-3 of the Exchange Act, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by
such person (and only such person) by reason of these acquisition rights.
As a result, the percentage of outstanding shares of any person as shown in
this table does not necessarily reflect the person's actual ownership or
voting power with respect to the number of shares of VCA Common Stock
actually outstanding at March 31, 1996.
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(2) Includes (i) 146,866 shares held by Mr. Robert Antin's minor children and
(ii) 227,000 shares of VCA Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or prior to May
30, 1996.
(3) Includes (i) 50,000 shares which Mr. Arthur J. Antin holds as custodian for
Mr. Robert L. Antin's minor children under the California Uniform Gifts to
Minor's Act, (ii) 43,666 shares held by Mr. Arthur J. Antin's minor
children; and (iii) 163,889 shares of VCA Common Stock reserved for
issuance upon exercise of stock options which are or will become
exercisable on or prior to May 30, 1996.
(4) Includes 146,888 shares of VCA Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1996.
(5) Consists of 112,056 shares of VCA Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1996.
(6) Consists of 21,667 shares of VCA Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to May 30, 1996.
(7) Includes (i) 5,000 shares of VCA Common Stock underlying warrants, and (ii)
10,000 shares of VCA Common Stock reserved for issuance upon exercise of
stock options which are or will become exercisable on or prior to May 30,
1996.
(8) Includes, with respect to other executive officers, 1,000 shares of VCA
Common Stock reserved for issuance upon exercise of stock options which are
or will become exercisable on or prior to May 30, 1996.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 13th day of May, 1996 .
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /s/ Robert L. Antin
---------------------------------------
Robert L. Antin
Its: Chief Executive Officer
11
