SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VETERINARY CENTERS OF AMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
95-4097995
(State or Other Jurisdiction of (I.R.S. Employer
Identification No.)
Incorporation or Organization)
3420 OCEAN PARK BOULEVARD, SUITE 1000
SANTA MONICA, CALIFORNIA
90405
(Address of Principal Executive Offices)
(Zip Code)
VETERINARY CENTERS OF AMERICA, INC. 1996 STOCK INCENTIVE
PLAN
VETERINARY CENTERS OF AMERICA, INC. 1996 EMPLOYEE STOCK
PURCHASE PLAN
(Full Title of The Plan)
TOMAS FULLER
3420 OCEAN PARK BOULEVARD, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(Name and Address of Agent For Service)
(310) 392-9599
(Telephone Number, Including Area Code, of Agent For
Service)
Copies of communications to:
C.N. FRANKLIN REDDICK III, ESQ.
TROOP MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
EIGHTH FLOOR
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<C> <C> <C> <C>
<C>
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate
Amount Of
To Be To Be Price Per Offering
Registration
Registered Registered Share (1) Price (1)
Fee
Common Stock,
$0.001 par value 1,750,000 $10.19 $17,832,500
$5,404
</TABLE>
[FN]
(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, and based upon the average of the high and low price of
the Common Stock on the Nasdaq Stock Market's National Market on
December 27, 1996.
[/FN]
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<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* Information required by Part I to be contained in the
Section
10(a) prospectus is omitted from the Registration
Statement in
accordance with Rule 428 under the Securities Act of 1933,
as
amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K, for the fiscal
year ended December 31, 1995;
(b) Registrant's Quarterly Reports on Form 10-Q, for the
quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996;
(c) Registrant's Reports on Form 8-K, filed on February 21,
1996, March 5, 1996, March 15, 1996 (as amended on April
12, 1996 and April 18, 1996), March 25, 1996, April 4,
1996, April 12, 1996, April 17, 1996, July 5, 1996 (as
amended on July 17, 1996) and August 1, 1996;
(d) Registrant's Registration Statement on Form S-4 filed on
June 24,
1996; and
(e) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form S-3, filed on
July 19, 1996, as amended by Pre-Effective Amendment No.
1 filed on August 29, 1996.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities offered
have
been sold or which deregisters all securities then remaining
unsold,
shall be deemed to be incorporated by reference in this
Registration
Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the Company's Certificate of Incorporation and
Article Five of its Bylaws provide for the indemnification by the
Company of each director, officer and employee of the Company to
the
fullest extent permitted by the Delaware General Corporation Law,
as
the same exists or may hereafter be amended. Additionally, Article
Nine of the Company's Certificate of Incorporation provides that a
director of the Company shall not be liable to the Company
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or its stockholders for monetary damages for breach of fiduciary
duty as a
director. Section 102(b)(7) of the Delaware General Corporation
Law
provides that a provision so limiting the personal liability of a
director shall not eliminate or limit the liability of a director
for, among other things: breach of the duty of loyalty; acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law; unlawful payment of dividends;
and transactions from which the director derived an improper
personal benefit.
Section 145 of the Delaware General Corporation Law provides
that
the Company may indemnify an officer or director who is made a
party
to a "proceeding" (including a law suit or derivative action)
because of his position, if he acted in good faith in a manner he
reasonably believed to be in or not opposed to the best interests
of
the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his conduct was unlawful,
and may advance expenses incurred in defending any proceeding in
certain cases. If the director or officer is successful on the
merits or otherwise, he must be indemnified against all expenses
actually and reasonably incurred. If the officer or director is
adjudged liable, indemnity can be made only by court order.
The Company has also entered into an indemnity agreement (the
"Indemnity Agreement") with its directors which provides for
mandatory indemnity of an officer or director made party to a
"proceeding" by reason of the fact that he or she is or was a
director of the Company, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
best interests of the Company. The Indemnity Agreement also
obligates the Company to advance expenses to a director provided
that he or she is not entitled to partial indemnification.
Directors are also entitled to partial indemnification, and
indemnification for expenses incurred as a result of acting at the
request of the Company as a director, officer or agent of an
employee benefit plan or other partnership, corporation, joint
venture, trust or other enterprise owned or controlled by the
Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers and controlling persons of the
Company pursuant to the above statutory provisions or otherwise,
the
Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as
expressed in the Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Registrant's 1996 Stock Incentive Plan.
Incorporated by reference to Appendix D to
Registrant's Registration Statement on Form
S-4 filed on June 24, 1996.
4.2 Registrant's 1996 Employee Stock Purchase Plan.
Incorporated by reference to Appendix E to Registrant's
Registration Statement on Form S-4 filed on
June 24, 1996.
5.1 Opinion of Troop Meisinger Steuber & Pasich,
LLP regarding validity of securities.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Troop Meisinger Steuber & Pasich, LLP
(included in Exhibit 5.1)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from
the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in 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 Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each
filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new
Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the
payment by the Registrant of expenses incurred or paid by the
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, Registrant will, unless in the opinion
of the counsel the matter has been settled by controlling
precedent,
submit to a court of the appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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-8 and has
duly
caused this Registration Statement to be signed on its behalf by
the
undersigned, thereunto duly authorized, in the City of Los Angeles,
State of California as of December 30, 1996.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /s/ Tomas Fuller
- ----------------------------------
Tomas Fuller
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Robert L. Antin and Tomas W. Fuller and each of them, as
his true and lawful attorneys-in-fact and agents, with full power
of
substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration
Statement on Form S-8, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person, and hereby ratifying
and
confirming all that said attorneys-in-fact and agents, or either of
them, or their substitutes, may lawfully do or cause to be done by
the virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<C> <C> <C>
Signature Title Date
---------- ----- -----
/s/ Robert L. Antin President, Chief Executive December 30,
1996
- --------------------- Officer and Chairman of
Robert L. Antin the Board (Principal
Executive Officer and
Director)
/s/ Arthur J. Antin Senior Vice President, December 30,
1996
- --------------------- Chief Operating Officer,
Arthur J. Antin Secretary and Director
/s/ Neil Tauber Senior Vice President, December 30,
1996
- --------------------- Treasurer and Director
Neil Tauber
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/s/ Tomas W. Fuller Vice President, Chief December 30,
1996
- --------------------- Financial Officer and
Tomas W. Fuller Assistant Secretary
(Principal Accounting
Officer)
Director December _, 1996
- ---------------------
John Heil
/s/ John Chickering Director December 30,
1996
- ---------------------
John Chickering
Director December _, 1996
- ---------------------
Richard Gillespie
</TABLE>
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ------------ -------------
4.1 Registrant's 1996 Stock Incentive Plan.
Incorporated by reference to Appendix D to
Registrant's Registration Statement on Form S-4
filed on June 24, 1996.
4.2 Registrant's 1996 Employee Stock Purchase Plan.
Incorporated by reference to Appendix E to
Registrant's Registration Statement on Form S-4
filed on June 24, 1996.
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP
regarding validity of securities.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Troop Meisinger Steuber & Pasich, LLP
(included in Exhibit 5.1)
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[LETTERHEAD OF TROOP MEISINGER STEUBER AND PASICH]
December 30, 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-8 (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"), 1,750,000
shares
of Common Stock , par value $0.001 per share (the "Shares"), of the
Company issuable pursuant to the Company's 1996 Stock Incentive
Plan
and 1996 Employee Stock Purchase Plan (collectively, the "Plans").
We are of the opinion that the Shares have been duly
authorized
and upon issuance and sale in conformity with and pursuant to the
Plans, the Shares will be 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
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of
our reports and to all references to our Firm included in or made
a
part of this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
December 30, 1996
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our reports as of
the dates and relating to the financial statements of the
companies listed below, which appear on the following
pages of the current report on Form 8-K of Veterinary
Centers of America, Inc. dated July 3, 1996:
Company Date of Report Page Reference
--------- -------------- --------------
The Pet Practice, Inc. March 22, 1996 F-21
Professional Veterinary March 29, 1995 F-36
Hospitals of America, Inc.
We also consent to the incorporation by reference in the
Registration Statement on Form S-8 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.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
December 30, 1996
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