As filed with the Securities and Exchange Commission on July 30, 1996
Registration No. 333--
-----
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VETERINARY CENTERS OF AMERICA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0742 95-4097995
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) 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)
-------------------
ROBERT L. ANTIN
3420 OCEAN PARK BOULEVARD
SUITE 1000
SANTA MONICA
CALIFORNIA 90405
(310) 392-9599
(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 Registration Statement becomes effective.
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If any of the securities being registered in this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [x]
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
<PAGE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<C>
Title of <C> <C>
Each Class Proposed Proposed
of <C> Maximum Maximum <C>
Securities Amount Offering Aggregate Amount
to be to be Price Per Offering Registration
Registered Registered Unit (1) Price Fee
---------- ---------- --------- ---------- ------------
Common Stock 1,000,000 $16.375 $16,375,000 $5,647
<S>
(1) Estimated solely for the purpose of calculating the registration fee
under Rule 457(c) based upon the average of the high and low bids of
Registrant's Common Stock reported on the Nasdaq National Market on July 24,
1996.
</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.
VETERINARY CENTERS OF AMERICA, INC.
CROSS-REFERENCE SHEET
BETWEEN
ITEMS IN FORM S-4 AND LOCATION IN PROSPECTUS
FORM S-4 ITEM NUMBER AND CAPTION Location in Prospectus
- -------------------------------- ----------------------
1. Forepart of the Registration
Statement and Outside Front Cover Page
of Prospectus. . . . . . . . . . . . . Facing Page; Cross-
Reference Sheet; Outside
Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . Inside Front and Outside
Back Cover Pages
3. Risk Factors Ratio of Earnings to Fixed
Charges and Other Information. . . . . . Documents Incorporated By
Reference; The Company;
Selected Consolidated
<PAGE>
Financial Information
4. Terms of the Transaction . . . . . . . . *
5. Pro Forma Financial Information. . . . . *
6. Material Contracts with the Company
Being Acquired . . . . . . . . . . . . . *
7. Additional Information Required for
Reoffering by Persons and Parties Deemed
to be Underwriters. . . . . . . . *
8. Interests of Named Experts and Counsel . Legal Matters; Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities *
10. Information with Respect to S-3
Registrants. . . . . . . . . . . . . . . Documents Incorporated
by Reference; The
Company; Dividend Policy;
Price Range of Common
Shares; Selected
Consolidated Financial
Information; Description
of Capital Stock
11. Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . Documents Incorporated
by Reference
12. Information with Respect to S-2 or
S-3 Registrants. . . . . . . . . . . . *
13. Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . *
14. Information with Respect to Registrants
Other Than S-3 or S-2 Registrants. . . . *
15. Information with Respect to S-3
Companies. . . . . . . . . . . . . . . . *
16. Information with Respect to S-2 or S-3
Companies. . . . . . . . . . . . . . . . *
17. Information with Respect to Companies
Other Than S-2 or S-3 Companies. . . . . *
18. Information if Proxies, Consents or
Authorizations Are to be Solicited. . . . . *
19. Information if Proxies, Consents or
Authorizations Are Not to be Solicited
or in an Exchange Offer. . . . .. . . *
<PAGE>
* Not applicable or answer negative upon the date of filing of this
Registration Statement. The Registrant may be required to provide
information (or further information) in response to one or more of such
items under certain circumstances by means of a post-effective amendment
to this Registration Statement or supplement to the prospectus contained
herein.
PROSPECTUS
SUBJECT TO COMPLETION
Dated July 30, 1996
VETERINARY CENTERS OF AMERICA, INC.
1,000,000 SHARES OF COMMON STOCK
(PAR VALUE $0.001 PER SHARE)
Veterinary Center of America, a Delaware corporation ("VCA" or the
"Company"), has registered 1,000,000 shares of its Common Stock, par value
$0.001 per share (the "Common Stock"), which may from time to time be offered
by this Prospectus in connection with acquisitions by the Company of various
businesses or properties, or interests therein. The Common Stock may be issued
in exchange for the shares of capital stock (by merger or otherwise),
partnership interests or other assets representing an interest, direct or
indirect, in other companies or other entities, in exchange for assets used in
or related to the business of such entities or otherwise pursuant to the
agreements providing for such acquisitions. The terms of such acquisitions and
of the issuance of the Common Stock under acquisition agreements will generally
be determined by direct negotiations with the owners of the business or assets
to be acquired or, in the case of entities which are more widely held, through
exchange offers to stockholders or documents soliciting the approval of
statutory mergers, consolidations or sales of assets. Underwriting discounts
or commissions will generally not be paid by VCA. Under some circumstances,
however, the Company may issue Common Stock covered by this Prospectus to pay
brokers' commissions or finders' fees incurred in connection with acquisitions.
This Prospectus, as amended or supplemented if appropriate, has also been
prepared for use by the persons who have received or will receive shares issued
by VCA in acquisitions, including shares sold hereunder and who wish to offer
and sell such shares, on terms then obtainable, in transactions in which they
may be deemed underwriters within the meaning of the Securities Act of 1933, as
amended (the "Act"). Any profits realized on such sales by such persons may be
regarded as underwriting compensation under the Act.
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 (the "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.
\
<PAGE>
The Common Stock is quoted on the National Association of Securities
Dealers, Inc., National Market System ("Nasdaq National Market") under the
symbol "VCAI." On July 24, 1996, the closing price for the Common Stock on the
Nasdaq National Market was $17.13.
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR 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.
--------------------------------
The date of this Prospectus is July __, 1996.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------------------------
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . 3
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
OFFERED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . 11
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE>
AVAILABLE INFORMATION
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: 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 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.
The Company has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement on Form S-4 (the "Registration
Statement) under the Act with respect to the Common Stock offered hereby. This
Prospectus omits certain of the information contained or incorporated by
reference in the Registration Statement of which this Prospectus is a part, and
reference is hereby made to the Registration Statement and related exhibits for
further information with respect to the Company and the securities offered
hereby. Any statement contained herein concerning the provisions of any
document is not necessarily complete, and, in each instance, reference is made
to the copy of the document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in
its entirety by this reference. The Registration Statement and any amendments
thereto, including exhibits filed as a part thereof, are available for
inspection and copying as set forth above.
------------------
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 quarter ended
March 31, 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 and July
3, 1996 (as amended on July 17, 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
<PAGE>
date of filing of such documents. Any 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.
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
<PAGE>
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.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE
PURCHASING THE SHARES OF COMMON STOCK OFFERED HEREBY.
RECENT DEVELOPMENTS
VCA acquired Pets' Rx, Inc. ("Pets' Rx") the owner and operator of 16
animal hospitals in California and Nevada, on June 19, 1996 and The Pet
Practice, Inc. ("Pet Practice"), the operator of 84 animal hospitals, on July
19, 1996.
VCA entered into these transactions with the expectation that the
transactions will result in beneficial synergies for the combined business.
These 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 Pet Practice and Pets' Rx, or either of them, can be
<PAGE>
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 and/or unnecessary 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 the combined
business.
In addition, there can be no assurance that the present and potential
customers of VCA, Pet Practice and Pets' Rx will continue their current
utilization patterns without regard to the mergers or that the mergers will not
have an adverse impact upon relationships with veterinarians and other animal
health care professionals currently employed by VCA, Pet Practice and Pets' Rx.
Any significant reduction in utilization patterns by VCA's, Pet Practice's or
Pets' Rx's customers, or any significant adverse impact on relationships with
the veterinarians and other animal health care professionals currently employed
by VCA, Pet Practice or Pets' Rx, could have an adverse effect on the near-term
business and results of operations of the combined business.
Pet Practice commenced operations in October 1993, although the initial
business Pet Practice acquired has, and most of the veterinary hospitals
acquired since have, operated over a substantial period. Pet Practice had net
losses of $4,888,000 in fiscal 1994, $3,175,000 in fiscal 1995 and $899,000 for
the thirteen weeks ended April 3, 1996 and an accumulated deficit of $9,591,000
as of April 3, 1996 relating to net losses in the period from October 27, 1993
(commencement of operations) through December 29, 1993, fiscal 1994 and 1995
and the thirteen weeks ended April 3, 1996. In view of Pet Practice's
significant recent growth and the impact of certain charges on Pet Practice's
1994 and 1995 results, Pet Practice's historical financial performance may not
be indicative of its future performance. There can be no assurance that Pet
Practice will achieve profitability or successfully implement its business
strategy.
Pets' Rx commenced operations on May 28, 1991. Pets' Rx had net losses of
approximately $2,805,000 in fiscal 1994, $1,977,000 in fiscal 1995 and $358,000
for the three months ended March 31, 1996 and an accumulated deficit of
$8,505,000 as of March 31, 1996. Further losses are expected to be recorded
for fiscal 1995 and 1996 as a result of anticipated pooling adjustments. In
view of Pets' Rx's recent growth and the impact of nonrecurring charges and
<PAGE>
certain other charges on Pets' Rx's 1994 and 1995 results, Pets' Rx's
historical financial performance may not be indicative of its future
performance. There can be no assurance that Pets' Rx will achieve
profitability or successfully implement its business strategy.
ANTICIPATED EFFECTS OF ACQUISITIONS
VCA has implemented a plan with respect to the integration of the
businesses of Pets' Rx and Pet Practice into VCA's existing operations. It is
anticipated that a significant restructuring of the combined operations will be
required as a result of the mergers. As a consequence of this restructuring
and the consummation of the mergers, VCA anticipates incurring one-time
restructuring and related charges in 1996. The magnitude of these charges has
not been quantified at this time.
The Pets' Rx acquisition was accounted for on a pooling of interests
method of accounting. Under the pooling rules, the historical financial
results of VCA will be restated to reflect the combination, together with
certain adjustments. Pets' Rx incurred a loss in each of the three fiscal
years ended December 31, 1995 and in the first quarter ended March 31, 1996.
The historical results of VCA will be restated to reflect the historical losses
of Pets' Rx. In addition, Pets' Rx is expected to continue to incur losses in
the second quarter of 1996. Further, under the pooling rules, the costs
incurred by VCA and Pets' Rx in consummating the merger have been expensed
during the second quarter.
The Pet Practice acquisition was accounted for as a purchase. Under the
purchase rules, the Pet Practice acquisition is expected to result in a
significant increase in the goodwill and other intangibles recorded on VCA's
balance sheet. This increase in goodwill and other intangibles will be in
addition to the increase resulting from the combination with Pets' Rx, which
also has significant goodwill and other intangibles recorded on its balance
sheet. As a result, VCA expects that its amortization expense will
significantly increase over historical levels.
The combined effect of the restructuring and related charges discussed
above, the pooling treatment in the Pets' Rx acquisition and the increased
amortization expense will have an adverse effect on the results of operations
of VCA in each of the second and third quarters of 1996. Further, the effect
of the increased amortization expense is expected to temper reported earnings
of VCA in the fourth quarter and subsequent periods.
RAPID EXPANSION AND MANAGEMENT OF GROWTH
Due to the number and size of acquisitions completed since January 1,
1994, VCA and Pet Practice have experienced rapid growth. In 1994, VCA
completed six acquisitions (five animal hospitals and one veterinary diagnostic
laboratory) and in 1995, VCA completed 32 acquisitions (25 animal hospitals,
six veterinary diagnostic laboratories and the remaining 30 percent interest in
Professional Animal Laboratory ("PAL")). As a result of these acquisitions,
VCA's revenues have grown from $25.3 million in 1993 to $42.2 million in 1994
and to $92.1 million in 1995. In addition, during this period, VCA entered two
new lines of business, veterinary diagnostic laboratories and premium pet food.
In 1994, Pet Practice acquired 30 veterinary hospitals and in 1995, Pet
Practice acquired 38 veterinary hospitals. As a result of these acquisitions,
<PAGE>
Pet Practice's revenues have grown from $1.2 million in the period from October
27, 1993 to December 29, 1993 to $15.1 million in fiscal 1994 and to $40.6
million in fiscal 1995.
VCA's and Pet Practice's growth and pace of acquisitions have placed, and
will continue to place, a substantial strain on their respective management,
operational, financial and accounting resources. The successful management of
this growth will require VCA to continue to implement and improve its financial
and management information systems and to train, motivate and manage their
respective 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.
In addition, the growth experienced, and the corresponding increased need
for timely information, have placed significant demands on VCA's and Pet
Practice's existing accounting and management information systems. As a
result, VCA 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
VCA's growth strategies are dependent principally on its ability to
acquire existing animal hospitals and veterinary diagnostic laboratories.
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
VCA's operations through the assessment of fines or penalties against VCA or
the possible requirement of divestiture of one or more of VCA's operations.
There can be no assurance that the combined business will be able to
identify and acquire acceptable acquisition candidates on terms favorable to
the combined business in a timely manner in the future. Assuming the
availability of capital, VCA's plans include an aggressive acquisition program
involving the acquisition by the combined business of at least 15 to 25
facilities per year. VCA 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 VCA'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.
<PAGE>
LEVERAGE
VCA, Pet Practice and Pets' Rx each have incurred substantial indebtedness
to finance the acquisition of their respective animal hospitals and (in the
case of VCA) veterinary diagnostic laboratories. Giving effect to debt
incurred in acquisitions subsequent to March 31, 1996 through July 19, 1996
(excluding the acquisition of Pets' Rx and Pet Practice), VCA had at March 31,
1996 consolidated long-term obligations (including current portion) of
approximately $39.5 million. Pet Practice had at April 3, 1996 consolidated
long-term obligations (including current portion) of approximately $20.0
million. At March 31, 1996, Pets' Rx had consolidated long-term obligations
(including current portion) of $10.4 million. In addition, on April 17, 1996,
VCA issued subordinated debt in an aggregate principal amount of $84.4 million
(the "Debentures"). At December 31, 1995 and March 31, 1996, VCA's ratio of
long-term debt to total stockholders' equity was 36.3% and 36.4%, respectively.
As of March 31, 1996, after giving effect to the acquisition of Pets' Rx and
Pet Practice and the sale of the Debentures, the ratio of long-term debt to
total stockholders' equity will be 91.7%. VCA expects to incur additional
indebtedness in the future to continue its acquisition strategy.
RISKS ASSOCIATED WITH INTANGIBLE ASSETS
A substantial portion of the assets of VCA, Pet Practice and Pets' Rx
consists of intangible assets, including goodwill and covenants not to compete
relating to the acquisition of animal hospitals and veterinary diagnostic
laboratories. At March 31, 1996, VCA's balance sheet reflected $85.2 million
of intangible assets of these types, a substantial portion of VCA's $157.0
million in total assets at such date. At April 3, 1996, Pet Practice's balance
sheet reflected $53.8 million of intangible assets of these types, a
significant portion of Pet Practice's $79.7 million in total assets. At March
31, 1996, Pets' Rx's balance sheet reflected $9.3 million of intangible assets
of these types prior to pooling adjustments, a significant portion of Pets'
Rx's $14.6 million in total assets at such date. VCA 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 VCA, there can be no assurance that the value of these
intangible assets will be realized. In addition, the respective companies
continually evaluate 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, VCA recognized a writedown of goodwill and related
assets in the amount of $2.3 million in 1993 in connection with three of VCA's
facilities which were not performing. There can be no assurance that the
combined business will not be required to writedown assets further in future
periods. In connection with an accounting change related to the pooling of
interests of Pets' Rx, the combined company will recognize a pretax writedown
of $2.1 million in each of 1993 and 1995.
<PAGE>
GUARANTEED PAYMENTS
In connection with acquisitions in which the purchase price consists, in
part, of shares of common stock, par value $0.001, of VCA ("VCA Common Stock")
(the "Guarantee Shares"), VCA often guarantees (the "Guarantee Right") that the
value of such stock two to three years following the date of the acquisition
(the "Measurement Price") 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, VCA typically is obligated either to
(i) pay to the seller in cash, notes payable or additional shares of VCA 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 registered for resale under the Act, which registration VCA
covenants to effect generally within six months of issuance of the Guarantee
Shares, the seller's Guarantee Right typically terminates if the VCA Common
Stock trades at 110% to 120% of the Issue Price (the "Release Price") for five
to 20 consecutive days, depending on the terms of the specific acquisition
agreement. All Guarantee Shares outstanding as of March 31, 1996 have been
registered for resale under the Act and 268,566 of these shares, with Issue
Prices ranging from $11.70 to $17.49, have not reached their respective Release
Prices for the required period. If the value of the VCA Common Stock decreases
and is less than an Issue Price at the end of the respective Guarantee Period
for these shares, VCA may be obligated to compensate these sellers.
In connection with the Pet Practice merger, VCA has assumed 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). Giving effect to the terms of the Pet Practice
merger, the number of Guarantee Shares issued by Pet Practice is not material
to the capitalization of the combined business.
SEASONALITY AND FLUCTUATING QUARTERLY RESULTS
A large portion of the businesses of VCA, Pet Practice and Pets' Rx is
seasonal, with operating results varying substantially from quarter to quarter.
Historically, VCA's revenues have been greater in the second and third quarters
than in the first and fourth quarters. The demand for VCA'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 VCA's and the combined business' 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
VCA's and the combined business' success will continue to depend to a
significant extent on VCA'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, Mr. Neil Tauber, Senior Vice President of VCA, and Mr. Tomas
<PAGE>
Fuller, Chief Financial Officer 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
VCA 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. VCA has an option (the "VCA Option Agreement") in January
1997 to acquire the remaining 49 percent interest 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, VCA expects to exercise its purchase option in
January 1997. If for any reason VCA does not exercise the option, VRI has the
option to purchase from VCA its entire 51 percent interest for $3.5 million.
On the earlier of a change in control of VCA or January 1, 2000, Heinz Pet
Products has the option to purchase all of VCA'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 will not result in a change in
control for purposes of the Vet's Choice joint venture. There can be no
assurance that VCA 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. VCA 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. VCA'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 VCA's animal hospitals. Among veterinary diagnostic
laboratories, VCA 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 VCA. In addition, several national companies provide
on-site diagnostic equipment that allows veterinarians to perform their own
laboratory tests. VCA'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.
<PAGE>
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 VCA and Pet Practice
believe their respective operations as currently conducted are in material
compliance with existing applicable laws, there can be no assurance that VCA's
and Pet Practice'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 VCA and the combined business through the assessment of fines
or penalties against VCA or the combined business or the possible requirement
of divestiture of VCA's operations in the state. In addition, there can be no
assurance that state legislation or regulations will not change so as to
restrict VCA's or, in the future, the combined business' existing operations or
the expansion of such operations.
ANTI-TAKEOVER EFFECT
A number of provisions of VCA'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 VCA's principal stockholders consider such a
transaction to be in their best interest. In addition, H.J. Heinz Company has
an option to purchase VCA'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 VCA Common Stock. As of July 19, 1996 (and
giving effect to the acquisition of Pets' Rx and Pet Practice), VCA had
17,860,913 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. There are also 159,197 shares which VCA is
obligated to issue in connection with certain acquisitions; 583,333 shares
issuable upon conversion of outstanding preferred stock; 1,557,750 shares of
VCA Common Stock issuable upon exercise of outstanding stock options; 1,198,362
shares of VCA Common Stock issuable upon exercise of outstanding warrants; and
6,635 shares issuable upon conversion of convertible notes. Shares may also be
issued under price guarantees delivered in connection with acquisitions. These
shares will be eligible for immediate sale upon issuance. In addition, the
Debentures are convertible into 2,457,060 shares of VCA Common Stock at a rate
of $34.35 per share.
<PAGE>
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the VCA Common Stock could be subject to significant
fluctuations caused by variations in quarterly operating results, litigation
involving VCA, announcements by VCA 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 VCA Common Stock.
USE OF PROCEEDS
This Prospectus relates to shares of VCA Common Stock which may be offered
and issued by the Company from time to time in connection with the acquisition
of other businesses or properties, or interests therein. Other than the
businesses or properties acquired, there will be no proceeds to the Company
from the offering. When this Prospectus is used in a public reoffering or
resale of the Common Stock acquired pursuant to this Prospectus, such selling
shareholders shall receive the proceeds derived from such resale and not the
Company.
OFFERED SECURITIES
The Prospectus relates to up to 1,000,000 shares of VCA Common Stock which
VCA proposes to issue in its continuing program of acquisitions of entities,
assets or interests engaged in the veterinary service industry. The
consideration for any acquisition may consist of cash, notes or other evidence
of debt, assumptions of liabilities, equity securities, or a combination
thereof, as determined from time to time by negotiations between VCA and the
owners of businesses or properties to be acquired. VCA intends to concentrate
its acquisitions in the veterinary service industry, with primary emphasis on
acquiring veterinary medical practices. If the opportunity arises, however,
VCA may attempt to make acquisitions which are either complementary to its
present operations or which it considers advantageous even though they may be
dissimilar to its present activities. In general, the terms of acquisitions
will be determined by direct negotiations between the representatives of VCA
and the owners of the businesses or properties to be acquired or, in the case
of entities more widely held, through exchange offers to stockholders or
documents soliciting approval of statutory mergers, consolidations or sales of
assets. Underwriting discounts or commissions will generally not be paid by
VCA. However, under some circumstances, VCA may issue Common Stock covered by
this Prospectus to pay brokers' commissions incurred in connection with
acquisitions.
This Prospectus, as appropriately amended or supplemented, has also been
prepared for use by persons who receive shares issued by VCA in acquisitions,
including Common Stock received upon conversion of other equity securities that
may be issued in acquisitions, and who wish to offer and sell such shares, on
terms then available, in transactions in which they may be deemed affiliates or
underwriters within the meaning of the Act (such persons being referred to
under this caption as "Selling Shareholders"). Resales may be made pursuant to
this Prospectus, as amended or supplemented, pursuant to Rule 145(d) under the
<PAGE>
Act, or pursuant to an exemption from the Act. Profits realized on resales by
Selling Shareholders under certain circumstances may be regarded as
underwriting compensation under the Act.
Resales by Selling Shareholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, such securities firm may be
engaged to act as the Selling Shareholder's agent in the sale of shares by such
Selling Shareholder, or such securities firm may purchase shares from the
Selling Shareholder as principal and thereafter resell such shares from time to
time. The fees earned by or paid to such securities firm may be the normal
stock exchange commission or negotiated commissions or underwriting discounts
to the extent permissible. In addition, such securities firm may effect
resales through other securities dealers, and customary commissions or
concessions to such other dealer may be allowed. Sales of shares may be at
negotiated prices, at fixed prices, at market prices or at prices related to
market prices then prevailing. Any such sales may be made on the Nasdaq
National Market or other exchange on which such shares may be traded, in the
over-the-counter market, by block trade, in special or other offerings,
directly to investors or through a securities firm acting as agent or
principal, or a combination of such methods. Any participating securities firm
may be indemnified against certain civil liabilities, including liabilities
under the Act. Any participating securities firm may be deemed to be an
underwriter within the meaning of the Act, and any commissions earned by such
firm may be deemed to be underwriting discounts or commissions under the Act.
A Prospectus Supplement, if required, will be filed under Rule 424(b)
under the Act, disclosing the name of the Selling Shareholder, the
participating securities firm, if any, the number of shares involved, and other
details of such resales, if appropriate.
DIVIDEND POLICY
The Company has not paid cash dividends on its Common Stock and does not
anticipate that it will do so in the near future. The present policy of the
Company is to retain earnings to finance the development and expansion of its
operations.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 60,000,000 shares
of Common Stock, par value $0.001, of which 17,860,913 shares were outstanding
on July 24, 1996, and 1,000,000 shares of Preferred Stock, par value $0.001 per
share, 583,333 shares of which were outstanding on July 24, 1996. The
Company's Common Stock and Redeemable Warrants are listed on the Nasdaq
National Market under the symbols "VCAI" and "VCAI.W", respectively. The
following statements are brief summaries of certain provisions relating to the
Company's capital stock.
COMMON STOCK
The Company is authorized to issue 60,000,000 shares of Common Stock, par
value $0.001 per share. The holders of Common Stock are entitled to one vote
<PAGE>
for each share held of record on all matters to be voted on by the
shareholders. The holders of Common Stock are entitled to receive ratably
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them after
payment of liabilities and after provision is made for each class of stock, if
any, having preference over the Common Stock.
The holders of shares of Common Stock, as such, have no conversion,
preemptive or other subscription rights and there are no redemption provisions
applicable to the Common Stock. All of the outstanding shares of Common Stock
are, and the shares of Common Stock offered by the Company hereby, when issued
against the consideration set forth in this Prospectus, will be, validly
issued, fully paid and nonassessable.
REDEEMABLE WARRANTS
The Redeemable Warrants were issued in registered form pursuant to an
agreement, dated October 10, 1991 (the "Warrant Agreement"), between the
Company and Continental Stock Transfer & Trust Company (the "Warrant Agent").
The following discussion of certain terms and provisions of the Redeemable
Warrants is qualified in its entirety by reference to the detailed provisions
of the Warrant Agreement, the form of which is an exhibit to the Registration
Statement of which this Prospectus forms a part.
One Redeemable Warrant represents the right of the registered holder to
purchase one share of Common Stock at an exercise price of 120% of the initial
offering price of the Common Stock per share, subject to adjustment (the
"Purchase Price"). The Redeemable Warrants are entitled to the benefit of
adjustments in the Purchase Price and in the number of shares of Common Stock
and/or other securities deliverable upon the exercise thereof in the event of a
stock dividend, stock split, reclassification, reorganization, consolidation or
merger. The Company has the right to reduce the Purchase Price or increase the
number of shares of Common Stock issuable upon the exercise of the Redeemable
Warrants.
Unless previously redeemed, the Redeemable Warrants may be exercised at
any time commencing April 10, 1992 and prior to the close of business on
October 10, 1996 (the "Expiration Date"). On and after the Expiration Date,
the Redeemable Warrants become wholly void and of no value. The Company may at
any time extend the Expiration Date of all outstanding Redeemable Warrants for
such increased period of time as it may determine. The Redeemable Warrants may
be exercised at the office of the Warrant Agent.
The Company has the right at any time after April 10, 1992 to redeem the
Redeemable Warrants in whole for cancellation at a price of $0.20 each, by
written notice mailed 30 days prior to the redemption date to each Redeemable
Warrant holder at his address as it appears on the books of the Warrant Agent.
Such notice may be given within 10 days following any period of 20 consecutive
trading days during which the high closing bid of the shares of Common Stock on
the Nasdaq National Market exceeds a per share price equal to $9.00 (150% of
the initial public offering price of the Common Stock), subject to adjustments
for stock dividends, stock splits and the like. If the Redeemable Warrants are
called for redemption, they must be exercised prior to the close of business on
the date of any such redemption or the right to purchase the applicable shares
<PAGE>
of Common Stock is forfeited.
No holder, as such, of Redeemable Warrants is entitled to vote or receive
dividends or be deemed the holder of shares of Common Stock for any purpose
whatsoever until such Redeemable Warrants have been duly exercised and the
Purchase Price has been paid in full.
If required, the Company will file a new registration statement with the
Commission with respect to the securities underlying the Redeemable Warrants
prior to the exercise of the Redeemable Warrants and deliver a prospectus with
respect to such securities to all Redeemable Warrant holders as required by
Section 10(a)(3) of the Act.
PREFERRED STOCK
The Board of Directors has the authority to issue the authorized and
unissued Preferred Stock in one or more series with such designations, rights
and preferences as may be determined from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without
shareholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting
power or other rights of the holders of the Company's Common Stock.
On December 22, 1992, the Company completed the sale of 583,333 shares of
Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A
Shares") for net proceeds of $2,985,000. The Series A Shares are convertible
into 583,333 shares of the Company's Common Stock commencing December 22, 1997.
The Series A Shares participate in any dividend payments on the Company's
Common Stock on an as converted basis. The Series A Shares have a liquidation
preference of $5.14 per share and are callable by the Company any time after
March 22, 1998 at a price of $5.14 per share. The Series A Shares have no
voting rights, other than certain protective rights in the event of an adverse
change in the rights, preferences or privileges or the Series A Shares as
provided by the Delaware Law.
As a result of the issuance of the Series A Shares, 416,667 shares of
Preferred Stock remain authorized and unissued and may be issued in one or more
series with such designations, rights and preferences as may be determined from
time to time by the Board of Directors. In the event of issuance, these shares
of Preferred Stock could be utilized, under certain circumstances, as a method
of discouraging, delaying or preventing an acquisition or a change in control
of the Company. The Company does not currently intend to issue any of the
authorized but unissued shares of its Preferred Stock.
TRANSFER AGENT
The Company's transfer and warrant agent is Continental Stock Transfer &
Trust Company, 2 Broadway, 19th Floor, New York, New York 10004.
GENERAL
All issued and outstanding shares of Common Stock are fully paid and
nonassessable, and all Common Stock offered hereby will be fully paid and
nonassessable when issued.
<PAGE>
VCA has and will continue to distribute annual reports to its shareholders
which will contain its audited financial statements.
LEGAL MATTERS
The validity of the VCA Common Stock offered hereby will be passed upon
for VCA 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 Pet Practice incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Price Waterhouse LLP, independent accountants, as set forth in its report
thereon appearing elsewhere herein. Such financial statements have been so
included in reliance on such report, given on the authority of said firm as
experts in auditing and accounting.
The financial statements of Pets' Rx as of and for each of the two years
in the period ended December 31, 1994 incorporated by reference in this
Prospectus have been so included in reliance on the report 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law provides that the
<PAGE>
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 Act and is, therefore, unenforceable.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
A list of exhibits filed with this Registration Statement on Form S-4 is
set forth in the Exhibit Index, and is incorporated herein by reference.
(b) Financial Statement Schedules:
All schedules are omitted because they are not applicable or not required
or because the required information is shown in the financial statements or
notes thereto.
ITEM 22. 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 of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
<PAGE>
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) 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 any liability under the
Act, each 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) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and 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 Act and will be governed by the final adjudication of such
issue.
(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.
(d) The undersigned registrant hereby undertakes as follows: prior to any
public offering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(e) The undersigned registrant undertakes that every prospectus (i) that
is filed pursuant to the immediately preceding paragraph or (ii) that purports
<PAGE>
to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with the offering of securities subject to Rule 415, except to the
extent permitted to be filed as a prospectus supplement, will be filed as a
part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the 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 bona
fide offering thereof.
(f) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to items 4, 10(b), 11, or 13 of this Form, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective, except where
the transaction in which the securities being offered pursuant to this
registration statement would itself qualify for an exemption from Section 5 of
the Act, absent the existence of other similar (prior or subsequent)
transactions.
<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-4 and has duly caused this Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, and State of California on the
29th day of July, 1996.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /s/ Robert L. Antin
-----------------------------------
Robert L. Antin, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitute and appoints Robert Antin and Tomas 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-4, 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-4 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ____
/s/ Robert L. Antin President, Chief Executive Officer July 29, 1996
- ------------------- and Chairman of the Board (Principal
Robert L. Antin Executive Officer and Director)
/s/ Arthur J. Antin Chief Operating Officer, Senior July 29, 1996
- ------------------- Vice President and Director
Arthur J. Antin
/s/ Neil Tauber Senior Vice President, July 29, 1996
- ------------------- Treasurer and Director
Neil Tauber
/s/ Tomas W. Fuller Vice President, Chief Financial July 29, 1996
- ------------------- Officer and Assistant Secretary
Tomas W. Fuller
/s/ Deborah W. Moore Vice President, July 29, 1996
- ------------------- Chief Accounting Officer
Deborah W. Moore
Director July __, 1996
- -------------------
John A. Heil
- ------------------- Director July __, 1996
John B. Chickering
/s/ Richard A. Gillespie Director July 29, 1996
- ------------------------
Richard A. Gillespie
<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 Price Waterhouse LLP
23.4 Consent of Troop Meisinger Steuber & Pasich, LLP (included in Exhibit
5.1).
<PAGE>
[LETTERHEAD OF TROOP MEISINGER STEUBER AND PASICH]
July 29, 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-4
(the "Registration Statement") to which this letter is attached as Exhibit 5.1
filed by Veterinary Centers of America, Inc., a Delaware corporation (the
"Company"), in order to register under the Securities Act of 1933, as amended
(the "Act"), 1,000,000 shares of Common Stock 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") that may be offered and issued by the
Company from time to time in connection with acquisitions of other businesses
by the Company. We have assumed that each such acquisition will be approved by
such corporate proceedings as may be required under Delaware law.
Based on the foregoing, we are of the opinion that subject to the receipt
of the consideration for the Shares called for by the agreement providing for
any such acquisition prior to any issuance of the Shares, the Shares when sold
and issued in the manner contemplated herein and by the Registration Statement
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
<PAGE>
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 ANDERSON LLP
July 23, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-4 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 reference to us under the heading "Experts" in such
Registration Statement.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Philadelphia, PA
July 29, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 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
San Jose, California
July 23, 1996
<PAGE>
