As filed with the Securities and Exchange Commission on December 4, 1997
Registration No. 333-________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
VETERINARY CENTERS OF AMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4097995
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3420 OCEAN PARK BOULEVARD, SUITE 1000,
SANTA MONICA, CALIFORNIA 90405 (310) 392-9599
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
----------------------
TOMAS FULLER
VETERINARY CENTERS OF AMERICA, INC.
3420 OCEAN PARK BOULEVARD, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(310) 392-9599
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
----------------------
Copies to:
C.N. FRANKLIN REDDICK III, ESQ.
TROOP MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement.
If the only securities on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
[ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement for the
same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title Of Shares Amount To Be Aggregate Price Aggregate Amount Of
To Be Registered Registered Per Unit(1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------
Common Stock 192,580 $12.375 $2,383,178 $704.00
==============================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average high and low prices of
Registrant's Common Stock reported on the Nasdaq Stock Market's National
Market on December 2, 1997.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Page 1
<PAGE>
VETERINARY CENTERS OF AMERICA, INC.
CROSS-REFERENCE SHEET
FORM S-3 ITEM SECTION IN PROSPECTUS
- ------------- ---------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus . . . . . . . . . Facing Page; this
Cross-reference
Sheet; Outside Front
Cover Page of
Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus . . . . . . . . . Inside Front and
Outside Back Cover
Pages of Prospectus;
Incorporation of
Certain Documents by
Reference; Available
Information
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges . . . . . . . . . . . . . Prospectus Summary;
Risk Factors;
Incorporation of
Certain Documents by
Reference
4. Use of Proceeds . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . *
6. Dilution. . . . . . . . . . . . . . . . . . *
7. Selling Security Holders. . . . . . . . . . Selling Stockholders
and Plan of Distri-
bution
8. Plan of Distribution. . . . . . . . . . . . Outside Front and
Outside Back Cover
Pages of Prospectus;
Selling Stockholders
and Plan of Distri-
bution
9. Description of Securities to be
Registered. . . . . . . . . . . . . . . . . *
10. Interests of Named Experts and Counsel. . . *
11. Material Changes. . . . . . . . . . . . . . *
12. Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . Incorporation of
Certain Documents by
Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . Undertakings
14. Other Expenses of Issuance and
Distribution. . . . . . . . . . . . . . . . Other Expenses of
Issuance and
Distribution
15. Indemnification of Directors and
Officers. . . . . . . . . . . . . . . . . . Indemnification of
Directors and
Officers
16. Exhibits. . . . . . . . . . . . . . . . . . Exhibits
17. Undertakings. . . . . . . . . . . . . . . . Undertakings
(a) Rule 415 Offering. . . . . . . . . . . Undertakings
(b) Filing Incorporating Subsequent
Exchange Act Documents by
Reference. . . . . . . . . . . . . . . Undertakings
(h) Request For Acceleration of
Effective Date . . . . . . . . . . . . Undertakings
- ------------------
*Omitted because the item is negative or inapplicable.
Page 2
<PAGE>
Subject to Completion, Dated _______________, 1997
PROSPECTUS
VETERINARY CENTERS OF AMERICA, INC.
192,580 SHARES OF COMMON STOCK
(par value $0.001 per share)
--------------------------------------
This prospectus (this "Prospectus") relates to the sale of an
aggregate of 192,580 shares (the "Shares") of the common stock, par value
$.001 per share (the "Common Stock") of Veterinary Centers of America, Inc.
(the "Company" or "VCA") offered for the account of certain stockholders of
the Company (the "Selling Stockholders"). The Common Stock offered by the
Selling Stockholders was acquired by the Selling Stockholders as follows:
(i) 75,861 shares of Common Stock (the "Texas Shares") were acquired as
partial consideration in connection with an acquisition by the Company and
(ii) 116,719 shares of Common Stock (the "Pets' Rx Shares") are the
underlying shares of Common Stock for the Company Purchase Rights (as
defined in that certain Agreement and Plan of Reorganization dated February
27, 1996, as amended (the "Merger Agreement"), by and among the Company,
PRI Merger Company and Pets' Rx, Inc.). See "Selling Stockholders and Plan
of Distribution." The Selling Stockholders may from time to time sell all
or a portion of the Common Stock which may be offered by them under this
Prospectus in routine brokerage transactions in the over-the-counter
market, at prices and terms prevailing at the time of sale. The Selling
Stockholders may also make private sales directly or through brokers. The
Selling Stockholders may pay customary brokerage fees, commissions and
expenses. The Company will pay all other expenses of the offering. The
Selling Stockholders and the brokers executing selling orders on behalf of
the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"),
in which event commissions received by such brokers may be deemed
underwriting commissions under the Securities Act.
The Company will not receive any proceeds from the sale of the Common
Stock offered by the Selling Stockholders hereby.
The Common Stock is quoted on the Nasdaq Stock Market's National
Market ("Nasdaq National Market") under the symbol "VCAI." On December
2, 1997, the closing price of the Common Stock on the Nasdaq National
Market was $12.63.
THESE SHARES OF COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 HEREOF FOR A DISCUSSION OF
CERTAIN INFORMATION THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SHARES.
---------------
The date of this Prospectus is ___________, 1997
Page 1
<PAGE>
No dealer, salesman or any other person has been authorized to give
any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or its
managers. This Prospectus does not relate to any securities other than
those described herein or constitute an offer to sell, or the solicitation
of an offer to buy, securities in any jurisdiction where, or to any person
to whom, it is unlawful to make such an offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that the information herein is correct
as of any time subsequent to the date hereof or that there has been no
change in the affairs of the Company since such date.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement) under the Securities Act with respect to the Common Stock
offered hereby. This Prospectus, which constitutes part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. For
further information with respect to the Company and the Common Stock
offered hereby, reference is hereby made to such Registration Statement,
and the exhibits and schedules thereto which may be obtained from the
Commission's principal office in Washington, D.C., upon payment of the fees
prescribed by the Commission. Statements contained in this Prospectus as
to the contents of any contract, agreement or other document are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement of which this Prospectus forms a part, each such statement being
qualified in all respects by such reference.
VCA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following regional offices of the Commission: Offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of the material can be
obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission also maintains a web site (http://www.sec.gov)
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission. The Common Stock is traded on the Nasdaq National Market and
the Company's reports, proxy or information statements, and other
information filed with the Nasdaq National Market may be inspected at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference into
this Prospectus:
(1) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (as amended by Form 10-K/A Amendment No. 1);
(2) Registrant's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
(3) Registrant's Reports on Form 8-K, filed on July 8, 1996,
January 22, 1997, February 18, 1997, February 27, 1997 and April 30, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering of the securities covered by this
Prospectus shall be deemed to be incorporated by reference herein and to be
part hereof from the date of filing of such documents. Any 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
Page 2
<PAGE>
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the oral or
written request of any such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents,
unless such exhibits are expressly incorporated by reference into such
documents). Written requests for such copies should be directed to Tomas
Fuller, Chief Financial Officer, Veterinary Centers of America, Inc. 3420
Ocean Park Boulevard, Suite 1000, Santa Monica, California 90405.
Telephone inquiries may be directed to Veterinary Centers of America, Inc.,
at (310) 392-9599.
Page 3
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE
READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION CONTAINED HEREIN
AND IN THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. UNLESS THE CONTEXT
OTHERWISE REQUIRES, ALL REFERENCES HEREIN TO THE "COMPANY" AND "VCA" REFER
TO VETERINARY CENTERS OF AMERICA, INC. AND ITS CONSOLIDATED SUBSIDIARIES.
THE DOCUMENTS INCORPORATED IN THIS PROSPECTUS CONTAIN FORWARD LOOKING
STATEMENTS, WHICH ARE INHERENTLY UNCERTAIN. ACTUAL RESULTS MAY DIFFER FROM
THOSE DISCUSSED IN SUCH FORWARD LOOKING STATEMENTS FOR THE REASONS, AMONG
OTHERS, DISCUSSED IN "RISK FACTORS."
THE COMPANY
Veterinary Centers of America. Inc. ("VCA" or the "Company") was
founded in 1986 and is a leading companion animal health care company. The
Company has established a premier position in the animal hospital and
veterinary diagnostic laboratory segments and has an interest in a joint
venture in the premium pet food segment. The Company operates the largest
network of free-standing, full-service 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 supports and sells through its network of animal hospitals both a
life-stage and a therapeutic line of premium pet foods through Vet's
Choice, a joint venture with Heinz Pet Products, an affiliate of H.J. Heinz
Company.
The Company operates in three market segments which had total domestic
revenues in 1994 of approximately $10.0 billion, composed of approximately
$8.2 billion for veterinary care (animal hospitals and veterinary
diagnostic laboratories) and $1.8 billion for premium pet food. The animal
hospital industry is highly fragmented with approximately 115 million dogs
and cats in the United States being cared for by an estimated 55,000
veterinarians practicing at 16,000 animal hospitals. These animal
hospitals are primarily single site, sole practitioner facilities. The
Company believes that its larger size and multi-site network offer
advantages to the veterinary professional and consumer alike. The
Company's size and breadth of operations enable it to leverage corporate
overhead, centralize administrative functions, realize economies of scale
in purchasing and other administrative functions, enhance veterinary
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
veterinary medical and veterinary surgical services and also perform
specialty services such as orthopedics for small animals, including dogs,
cats, birds and other household pets. In addition to treating disease and
injury, the Company's animal hospitals emphasize pet wellness and offer
programs to encourage routine vaccinations, health examinations, spaying
and neutering and dental care. The Company's veterinary diagnostic
laboratories offer a full range of diagnostic and reference tests.
Laboratory tests are used by veterinarians to diagnose, monitor and treat
diseases through the detection of substances in blood, urine or tissue
samples and other specimens. The Company does not conduct experiments on
animals and is not engaged in animal research. Vet's Choice markets a line
of life-stage and therapeutic premium pet foods under the brand names,
SELECT BALANCE and SELECT CARE, respectively.
The Company's business strategy focuses on (i) expanding its animal
hospital and veterinary diagnostic laboratory businesses through
acquisitions and internal growth, (ii) achieving cost savings by
consolidating operations and realizing economies of scale in purchasing and
administrative support functions and the implementation of the Company's
standard management programs, (iii) taking advantage of its unique
opportunity to deliver its products and services through multiple channels
to its customers, who are primarily veterinarians and pet owners, and (iv)
capitalizing on its leadership position within the companion animal health
care industry to expand into other products and services for veterinarians
and pet owners.
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<PAGE>
RISK FACTORS
THIS PROSPECTUS CONTAINS STATEMENTS THAT CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF SECTION 21E OF THE EXCHANGE ACT AND
SECTION 27A OF THE SECURITIES ACT. THE WORDS "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "BELIEVE" AND SIMILAR EXPRESSIONS AND VARIATIONS
THEREOF ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH
STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS FILING AND INCLUDE
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE
COMPANY, OR ITS DIRECTORS OR OFFICERS WITH RESPECT TO, AMONG OTHER THINGS
(A) TRENDS AFFECTING THE FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF
THE COMPANY, AND (B) THE BUSINESS AND GROWTH STRATEGIES OF THE COMPANY.
READERS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND
THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THIS
PROSPECTUS, FOR THE REASONS, AMONG OTHERS, SET FORTH BELOW.
ANTICIPATED EFFECTS OF ACQUISITIONS
VCA acquired Pets' Rx, Inc. ("Pet's Rx") and The Pet Practice, Inc.
("Pet Practice") in 1996 with the expectation that the transactions will
result in beneficial synergies for the combined business. These synergies
include the potential to realize improved operating margins at animal
hospitals through a strategy of centralizing various corporate and
administrative functions and leveraging fixed costs while providing
customers with improved services.
Achieving these anticipated benefits depends in part on the efficient,
effective and timely integration of the operations of Pets' Rx and Pet
Practice with those of the Company. The combination of these businesses
requires, among other things, integration of the companies' management
staffs, coordination of the companies' sales and marketing efforts,
integration and coordination of the companies' development teams and the
identification and elimination of redundant overhead and poor-performing
hospitals. These tasks are substantially complete as of the date of this
report. However, full integration will require additional efforts
requiring substantial dedication from management. There can be no
assurance that the problems associated with the integration identified
above will not continue or that the integration on an ongoing basis will
proceed smoothly or successfully. Furthermore, even if the operations of
the three companies are ultimately successfully integrated, it is
anticipated that the integration will continue to be accomplished over time
and, in the interim, the combination may continue to have an adverse effect
on the business, results of operations and financial condition of VCA.
RAPID EXPANSION AND MANAGEMENT OF GROWTH
Due to the number and size of acquisitions completed since January 1,
1995, the Company has experienced rapid growth. In 1995, the Company
completed 32 acquisitions (25 animal hospitals, six veterinary diagnostic
laboratories and the remaining 30 percent interest in Professional Animal
Laboratory). In 1996, the Company completed the acquisition of Pet
Practice, 22 animal hospitals and six veterinary diagnostic laboratories
and entered into a combination with Pets' Rx in a transaction accounted for
as a pooling of interests. In 1997, through November 12, 1997, the Company
completed the acquisition of 14 animal hospitals and two veterinary
diagnostic laboratories. As a result of these acquisitions, the Company's
revenues have grown from $51.8 million in 1994 to $107.7 million in 1995,
to $182.2 million in 1996 and to unaudited pro forma annualized 1997
revenue of approximately $243.7 million.
The Company's growth and pace of acquisitions have placed, and will
continue to place, a substantial strain on its management, operational,
financial and accounting resources. 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.
INFORMATION SYSTEMS
The growth experienced by the Company, and specifically the
acquisitions of Pet Practice and Pets' Rx, and the corresponding increased
need for timely information, have placed significant demands on the
Company's existing information
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systems. The Company is in the process of implementing new information
systems to collect and organize data from all of its operations. Once
integrated, the Company anticipates that the new systems will result in the
automation of certain time-intensive manual procedures, daily access, if
desired, to information relating to sales, revenues and other financial and
operational data from each animal hospital and veterinary diagnostic
laboratory and ultimately in the delivery of financial information to
management and preparation of consolidated financial reports, each on a
more timely basis. While the Company has begun the process of implementing
new systems, the continued development and installation of the systems
involves the risk of unanticipated delay and expenses. There can be no
assurance that there will be a successful or timely implementation of the
new systems or that it will effectively serve the Company's future
information requirements.
DEPENDENCE ON ACQUISITIONS FOR FUTURE GROWTH
The Company's growth strategy is dependent principally on its ability
to acquire existing animal hospitals. Successful acquisitions involve a
number of factors which are difficult to control, including the
identification of potential acquisition candidates, the willingness of the
owners to sell on reasonable terms and the satisfactory completion of
negotiations. In addition, acquisitions may be subject to pre-merger or
post-merger review by governmental authorities for antitrust and other
legal compliance. Adverse regulatory action could negatively affect the
Company's operations through the assessment of fines or penalties against
the Company or the possible requirement of divestiture of one or more of
the Company's operations.
There can be no assurance that the Company will be able to identify
and acquire acceptable acquisition candidates on terms favorable to the
Company in a timely manner in the future. Assuming the availability of
capital, the Company's plans include an aggressive acquisition program
involving the acquisition of at least 15 to 25 facilities per year. The
Company continues to evaluate acquisitions and negotiate with several
potential acquisition candidates. The failure to complete acquisitions and
continue expansion could have a material adverse effect on the Company's
financial performance. As the combined business proceeds with its
acquisition strategy, it will continue to encounter the risks associated
with the integration of acquisitions described above.
LEVERAGE
The Company has incurred substantial indebtedness in connection with
the acquisition of its animal hospitals and veterinary diagnostic
laboratories and through the sale of the $84,385,000 of 5.25% convertible
debentures in April 1996. The Company had at September 30, 1997,
consolidated long-term obligations (including current portion) of $173.1
million. At September 30, 1997 and December 31, 1996, the Company's ratio
of long-term debt (including current portion) to total stockholders' equity
was 97.2% and 88.9%, respectively.
RISKS ASSOCIATED WITH INTANGIBLE ASSETS
A substantial portion of the assets of the Company consists of
intangible assets, including goodwill and covenants not to compete relating
to the acquisition of animal hospitals and veterinary diagnostic
laboratories. At September 30, 1997, the Company's balance sheet reflected
$238.8 million of intangible assets of these types, a substantial portion
of the Company's $382.6 million in total assets at such date. The Company
expects the aggregate amount of goodwill and other intangible assets on its
balance sheet to increase in the future in connection with additional
acquisitions. This increase will have an adverse impact on earnings as
goodwill and other intangible assets will be amortized against earnings. In
the event of any sale or liquidation of the Company, there can be no
assurance that the value of these intangible assets will be realized.
In addition, the Company continually evaluates whether events and
circumstances have occurred that indicate the remaining balance of
intangible assets may not be recoverable. When factors indicate that these
intangible assets should be evaluated for possible impairment, they may be
required to reduce the carrying value of intangible assets, which could
have a material adverse effect on results of operations during the periods
in which such reduction is recognized. In accordance with this policy, the
Company has recognized a write-down of goodwill and related assets in the
amount of $9.5 million as part of its restructuring plan adopted during the
third and fourth quarters of 1996. There can be no assurance that the
Company will not be required to write-down assets further in future
periods.
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GUARANTEED PAYMENTS
In connection with acquisitions in which the purchase price consists,
in part, of the Company's common stock (the "Guarantee Shares"), the
Company often guarantees (the "Guarantee Right") that the value of such
stock (the "Measurement Price") two to three years following the date of
the acquisition (the "Guarantee Period") will equal or exceed the value of
the stock on the date of acquisition (the "Issue Price"). In the event the
Measurement Price does not equal or exceed the Issue Price, the Company
typically is obligated either to (i) pay to the seller in cash, notes
payable or additional shares of the Company's common stock the difference
between the Issue Price and the Measurement Price multiplied by the number
of Guarantee Shares then held by the seller, or (ii) purchase the Guarantee
Shares then held by the seller. Once the Guarantee Shares are delivered
and registered for resale under the Securities Act, which registration the
Company covenants to effect generally within nine months of issuance of the
Guarantee Shares, the seller's Guarantee Right typically terminates if the
Company's common stock trades at 110% to 120% of the Issue Price (the
"Release Price") for five to 15 consecutive days, depending on the terms of
the specific acquisition at issue. There are 324,728 Guarantee Shares
outstanding at November 12, 1997 with Issue Prices ranging from $15.06 to
$24.53, with a weighted average of $18.52, that have not met their
respective Release Prices for the specified period or have not been
delivered due to escrow arrangements. If the value of the
Company's common stock decreases and is less than an Issue Price at the end
of the respective Guarantee Period for these shares, the Company may be
obligated to compensate these sellers.
SEASONALITY AND FLUCTUATING QUARTERLY RESULTS
A large portion of the business of the Company is seasonal, with
operating results varying substantially from quarter to quarter.
Historically, the Company's revenues have been greater in the second and
third quarters than in the first and fourth quarters. The demand for the
Company's veterinary services are significantly higher during warmer months
because pets spend a greater amount of time outdoors, where they are more
likely to be injured and are more susceptible to disease and parasites. In
addition, use of veterinary services may be affected by levels of
infestation of fleas, heartworms and ticks, and the number of daylight
hours, as well as general economic conditions. A substantial portion of
the Company's costs are fixed and do not vary with the level of demand.
Consequently, net income for the second and third quarters at individual
animal hospitals generally has been higher than that experienced in the
first and fourth quarters.
DEPENDENCE ON KEY MANAGEMENT
The Company's success will continue to depend to a significant extent
on the Company's executive officers and other key management, particularly
its Chief Executive Officer, Robert L. Antin. VCA has an employment
contract with Mr. Robert Antin, Mr. Arthur Antin, Chief Operating Officer
of VCA, and Mr. Neil Tauber, Senior Vice President of VCA, each of which
expires in January 2002. 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 does not maintain any insurance on the lives of its 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.
COMPETITION
The companion animal health care industry is highly competitive and
subject to continual change in the manner in which services are delivered
and providers are selected. The Company believes that the primary
competitive factors in connection with animal hospitals are convenient
location, recommendation of friends, reasonable fees, quality of care and
convenient hours. The Company's primary competitors for its animal
hospitals in most markets are individual practitioners or small, regional
multi-clinic practices. In addition, certain national companies in the pet
care industry, including the operators of super-stores, are developing
multi-regional networks of animal hospitals in markets which include the
Company's animal hospitals. Among veterinary diagnostic laboratories, the
Company believes that quality, price and the time required to report
results are the major competitive factors. There are many clinical
laboratory companies which provide a broad range of laboratory testing
services in the same markets serviced by the Company. In addition, several
national companies provide on-site diagnostic equipment that allows
veterinarians to perform their own laboratory tests.
Page 7
<PAGE>
GOVERNMENT REGULATION
The laws of many states prohibit veterinarians from splitting fees
with non-veterinarians and prohibit business corporations from providing,
or holding themselves out as providers of, veterinary medical care. These
laws vary from state to state and are enforced by the courts and by
regulatory authorities with broad discretion. While the Company seeks to
structure its operations to comply with the corporate practice of
veterinary medicine laws of each state in which it operates, there can be
no assurance that, given varying and uncertain interpretations of such
laws, the Company would be found to be in compliance with restrictions on
the corporate practice of veterinary medicine in all states. A
determination that the Company is in violation of applicable restrictions
on the practice of veterinary medicine in any state in which it operates
could have a material adverse effect on the Company if the Company were
unable to restructure its operations to comply with the requirements of
such states.
ANTI-TAKEOVER EFFECT
A number of provisions of the Company's Certificate of Incorporation
and Bylaws and certain Delaware laws and regulations relating to matters of
corporate governance, certain rights of directors and the issuance of
preferred stock without stockholder approval, may be deemed to have and may
have the effect of making more difficult, and thereby discouraging, a
merger, tender offer, proxy contest or assumption of control and change of
incumbent management, even when stockholders other than the Company's
principal stockholders consider such a transaction to be in their best
interest. In addition, H.J. Heinz Company has an option to purchase the
Company's interest in the Vet's Choice joint venture upon the occurrence of
a change in control (as defined in the joint venture agreement), which may
have the same effect. Accordingly, stockholders may be deprived of an
opportunity to sell their shares at a substantial premium over the market
price of the shares.
IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE
Future sales by existing stockholders could adversely affect the
prevailing market price of the Company's common stock. As of November 12,
1997, the Company had 20,209,990 shares of common stock outstanding
(including 135,500 shares held in treasury), most of which are either
freely tradable in the public market without restriction or tradable in
accordance with Rule 144 under the Act. There are also 89,096 shares which
the Company is obligated to issue in connection with the Pets' Rx and Pet
Practice mergers and certain acquisitions; 3,592,676 shares of the
Company's common stock issuable upon exercise of outstanding stock options;
35,876 shares issuable upon conversion of convertible notes; and 2,456,623
shares issuable upon conversion of convertible debentures. Shares may also
be issued under price guarantees delivered in connection with acquisitions.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's common stock could be subject to
significant fluctuations caused by variations in quarterly operating
results, litigation involving the Company, announcements by the Company or
its competitors, general conditions in the companion animal health care
industry and other factors. The stock market in recent years has
experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of publicly
traded companies. The broad fluctuations may adversely affect the market
price of the Company's common stock.
ALLEGED MISSTATEMENTS REGARDING THE COMPANY'S OPERATIONS AND PROSPECTS
The Company and certain of its current and former officers and
directors have been named as defendants in two purported class action
lawsuits filed in Los Angeles Superior Court (MARILYN J. THOMPSON, ET AL.
V. VETERINARY CENTERS OF AMERICA, INC., ET AL., filed April 1, 1997, and
John Martin v. Veterinary Centers of America, Inc., et al., filed August 8,
1997), and a purported class action lawsuit filed on June 9, 1997, in the
United States District court for the Central District of California,
entitled MARILYN J. THOMPSON, ET AL. V. VETERINARY CENTERS OF AMERICA,
INC., ET AL. (collectively, the "Class Actions"). The Class Actions have
been filed on behalf of individuals claiming to have purchased common stock
of the Company during the time period from February 15, 1996 through
November 14, 1996, and the plaintiffs seek unspecified damages arising from
alleged misstatements regarding the Company's animal hospitals, diagnostic
laboratories, pet food operations and success in integrating certain
acquisitions.
Page 8
<PAGE>
Since discovery has only recently commenced in the Class Actions, the
Company is unable to assess the likelihood of an adverse result. There can
be no assurances as to the outcome of the Class Actions. The inability of
the Company to resolve the claims that are the basis for the lawsuits or to
prevail in any related litigation could result in the Company being
required to pay substantial monetary damages for which the Company may not
be adequately insured, which could have a material adverse effect on the
Company's business, financial position and results of operations. In any
event, the Company's defense of the Class Actions may result in substantial
costs to the Company, as well as significant dedication of management
resources, as the Company intends to vigorously defend the lawsuits.
Certain of the Company's current and former directors and officers
were named as defendants in a lawsuit filed on September 26, 1997, in the
Superior Court of California for the County of Los Angeles, entitled KENT
E. MASON IRA SEP V. ROBERT L. ANTIN, ET AL. (the "Derivative Action"). In
the Derivative Action, the plaintiff has alleged that the officer and
director defendants breached various duties owed to the Company, and seeks
unspecified damages on the Company's behalf. The Company may owe indemnity
obligations to the defendants named in the Derivative Action. None of the
defendants has been served with the complaint.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
securities offered by the Selling Stockholders hereunder.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The Texas Shares were issued by the Company on October 30, 1996 in
private placement transactions pursuant to Regulation D under the
Securities Act. The Pets' Rx Shares consist of shares of Common Stock
underlying the convertible securities assumed by VCA pursuant to the Merger
Agreement with Pets' Rx. The following table sets forth certain
information regarding the beneficial ownership of the Common Stock by the
Selling Stockholders as of December 2, 1997, and as adjusted to reflect
the sale of 192,580 shares by the Selling Stockholders. Prior to October
30, 1996, the Texas Selling Stockholders (as indicated in the following
table) had never held any position or office with or been employed by the
Company or any of its affiliates. Since October 30, 1996, the Texas
Selling Stockholders have been employed by a professional corporation which
is a party to a Management Agreement with a limited partnership with which
the Company is affiliated. Prior to June 19, 1996, the Pets' Rx Selling
Stockholders (as indicated in the following table) had never held any
position or office with or been employed by the Company or any of its
affiliates. Since June 19, 1996, certain Pets' Rx Selling Stockholders (as
indicated in the following table) have been full-time employees of the
Company. The Selling Stockholders have the sole voting and investment
power with respect to the shares owned, subject to applicable community
property laws.
<TABLE>
<CAPTION>
Common Stock Owned After
Common Stock Owned Prior to the Offering(1) the Offering (1)(2)
------------------------------------------- ------------------------
Number of Percent Number of Number of Percent
Shares of Class Shares to be Sold Shares of Class
--------- -------- ----------------- ---------- --------
<S> <C> <C> <C> <C> <C>
Mike L. Andrews (3) 29,684 * 29,684 0 *
539 Tripp Road
Sunnyvale, Texas 75182
Rocky McKelvey (3) 29,685 * 29,685 0 *
2555 Beltline Road
Sunnyvale, Texas 75182
David B. Goodnight (3) 16,492 * 16,492 0 *
3205 Greenbrier Drive
Dallas, Texas 75225
Page 9
<PAGE>
Richard Watson (4)(5) 20,423 * 20,423 0 *
6992 Burnside Drive
San Jose, CA 95120
John Hunter (4) 1,385 * 1,385 0 *
100 Kennedy Avenue, #8
San Antonio, TX 78209
Mega Life & Health 1,519 * 1,519 0 *
Insurance Co. (4)
c/o Pat McLaughlin
Emerald Capital
100 Chetwind Drive
Suite 202
Rosemont, PA 19010
William D. Benjes (4) 898 * 898 0 *
Stratfield Management, Inc.
40 Broad Street, Suite 825
Boston, MA 02109
Midwest Nat'l Life 323 * 323 0 *
Insurance Co. (4)
c/o Pat McLaughlin
Emerald Capital
100 Chetwind Drive, Suite 202
Rosemont, PA 19010
Everest Capital Fund LP (4) 449 * 449 0 *
c/o Marko Dimitrijevic
20 Parliament Street
Corner House
Box HM2458
Hamilton, Bermuda HMJX
Robert B. & Carolee Luthi (4) 8,297 * 8,297 0 *
7182 Brooktree Lane
San Jose, Ca 95120
George Couponas (4) 9,087 * 9,087 0 *
35 Singletree Road
Chestnut Hill, MA 02167
William T. and 90 * 90 0 *
Diane S. Murphy (4)
41 Great Hill Farms Road
Bedford, NY 10506
Gateway Advisors/ 5,726 * 5,726 0 *
Cross Capital
Profit Sharing Plan (4)
c/o Robert M. Wallace
15305 Top of the Hill Court
Los Gatos, CA 95030
Marko Dimitrijevic (4) 187 * 187 0 *
20 Parliament Street
Corner House
Box HM2458
Hamilton, Bermuda HMJX
Joseph A. Pellegrini (4) 13 * 13 0 *
Robertson Stephens & Co.
555 California Street
San Francisco, CA 94104
Page 10
<PAGE>
Carl Renda (4) 2,079 * 2,079 0 *
320 Central Park West, #2A
New York, NY 10025
Delaware Charter/Cust. for 97 * 97 0 *
Mildred Hanstein IRA (4)
1484 Dry Creek Road
San Jose, CA 95118
Maxine E. Wallace (4) 39 * 39 0 *
3394 Beacon Lane
San Jose, CA 95125
Laurence & Dorthea Berger(4) 1,668 * 1,668 0 *
333 West End Avenue, #15B
New York, NY 10023
Charles B. Runnels (4) 30 * 30 0 *
556 Catalonia Avenue
Pacific Palisades, CA 90272
Arthur & Leta Amon (4) 65 * 65 0 *
104 Dana Highland Ct.
Danville, CA 94506
Kenneth and Julie Moelis 65 * 65 0 *
TTEE Moelis Family Trust (4)
624 N. Alpine Drive
Beverly Hills, CA 90210
Anna Ruth Frost Trust U/A 65 * 65 0 *
4/18/85 FBO Frost Family
Trust B (4)
2365 N. Iris Lane
Esconchida, CA 92026
Joseph & Janice Gali (4) 31 * 31 0 *
57 Alpine Avenue
Los Gatos, CA 95032
Valley Christian Schools (4) 28 * 28 0 *
1570 Branham Lane
San Jose, CA 95118
William Stinson (4) 28 * 28 0 *
915 Dry Creek Drive
Campbell, CA 95008
William and Judith Benak (4) 25 * 25 0 *
3 Biltmore Lane
Menlo Park, CA 94025
M. Roger Leach TTEE 17 * 17 0 *
Roger Leach Living Trust (4)
38254 S. Samaniego Drive
Tucson, AZ 85739
Everest Capital International 13 * 13 0 *
LTD (4)
c/o Marko Dimitrijevic
20 Parliament Street
Corner House
Box HM2458
Hamilton, Bermuda HMJX
Page 11
<PAGE>
Barry Watson (4)(5) 9,479 * 9,479 0 *
1032 Kensington
Roseville, CA 95661
Richard Groberg (4) 9,048 * 9,048 0 *
15 Helaine Court
Orangeburg, NY 10962
Barry Matthews (4) 7,540 * 7,540 0 *
6003 Afton Court
San Jose, CA 95123
Scott Anderson (4) 2,585 * 2,585 0 *
5618 Yerba Buena Road
Santa Rosa, CA 95400
Mary Sullivan (4) 172 * 172 0 *
17535 Bear Creek Road
Boulder Creek, CA 95006
Patty Gatto (4) 172 * 172 0 *
738 N. 18th Street
San Jose, CA 95712
Barbara Mollusky (4) 129 * 129 0 *
737 N. 18th Street
San Jose, CA 95112
Susan Giles (4) 86 * 86 0 *
1483 Pompey Drive
San Jose, CA 95128
Gateway Trust FBO 3,949 * 3,949 0 *
Designers (4)
c/o Robert M. Wallace
15305 Top of the Hill Court
Los Gatos, CA 95030
John Dunning (4) 3,590 * 3,590 0 *
Zycon
435 El Camino Real
Santa Clara, CA 95050
Rondalyn Hagar Trust (4) 1,858 * 1,858 0 *
149 Lake Lane
Fountain Home, AR 72653
Harry F. and Mary E. 8,617 * 8,617 0 *
Blanchard, TTEE (4)
22780 East Cliff Drive
Santa Cruz, CA 95062
Vets & Pets (4) 5,170 * 5,170 0 *
c/o Roark Freeman
41381 Vargas Road
Fremont, CA 94539
Thomas D. and Kay L. Hossner 1,605 * 1,605 0 *
(4)
14200 Edgehill Lane
Auburn, CA 95603
Nellis Animal Hospital, 862 * 862 0 *
David E. Moser, D.V.M., Ltd.(4)
1540 Pony Ranch Circle
Henderson, NV 89014
Page 12
<PAGE>
J. David Reed (4) 1,723 * 1,723 0 *
20120 Mendelson
Saratoga, CA 95070
John Wallace (4) 7,487 * 7,487 0 *
5590 West Spring Mountain Road
Las Vegas, NV 89102
_________________________
* Less than one percent.
<FN>
(1) Assumes no purchase of additional shares of the Company's Common
Stock.
(2) Assumes that all of the Texas Shares will be sold in the offering and
all of the convertible securities have been exercised and the
underlying Pets' Rx Shares will be sold in the offering.
(3) Texas Selling Stockholder.
(4) Pets' Rx Selling Stockholder.
(5) Full-time employee of the Company.
</FN>
</TABLE>
The Selling Stockholders may sell all or a portion of the shares of
Common Stock offered hereby from time to time in brokerage transactions in
the over-the-counter market at prices and terms prevailing at the times of
such sales. The Selling Stockholders may also make private sales directly
or through brokers. The Selling Stockholders may individually pay
customary brokerage commissions and expenses. In connection with any
sales, the Selling Stockholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the Securities Act,
in which event commissions received by such brokers may be deemed
underwriting commissions under such Act.
Under the Exchange Act and the regulations thereunder, any person
engaged in a distribution of the shares of Common Stock of the Company
offered by this Prospectus may not simultaneously engage in market making
activities with respect to the shares of Common Stock of the Company during
the applicable"cooling off" periods prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Stockholders will need to comply with applicable provisions of the Exchange
Act and the rules and regulations thereunder including, without limitation,
Regulation M, which provisions may limit the timing of purchases and sales
of shares of Common Stock by the Selling Stockholders. Regulation M
contains certain limitations and prohibitions and is intended to prevent
issuers and selling security holders and other participants in a
distribution of securities from conditioning the market through
manipulative or deceptive devices to facilitate the distribution.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon
for the Company by Troop Meisinger Steuber & Pasich, LLP, Los Angeles,
California.
EXPERTS
The audited consolidated financial statements of VCA incorporated by
reference in this Prospectus and elsewhere in the Registration Statement,
to the extent and for the periods indicated, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
The financial statements of the Pet Practice and Professional
Veterinary Hospitals of America incorporated by reference in this
Prospectus have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The Company has agreed to indemnify Price Waterhouse LLP for legal
costs and expenses that Price Waterhouse LLP might incur in successfully
defending itself in litigation resulting from the incorporation by
reference of its report in the registration statement of which this
prospectus forms a part. In the event Price Waterhouse LLP enters into a
settlement agreement with any such litigation, the settlement agreement
shall not constitute a "successful defense" of such litigation. Such
indemnification, however, shall be null and void should Price Waterhouse
LLP be found by a court to be liable for professional malpractice.
Page 13
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as follows:
Amount
---------
Registration Fee Under Securities Act of 1933 $ 704
NASD Filing Fee $ *
Blue Sky Fees and Expenses $ *
Printing and Engraving Certificates $ *
Legal Fees and Expenses $ 2,000
Accounting Fees and Expense $ 5,000
Registrar and Transfer Agent Fees $ *
Miscellaneous Expenses $ *
---------
TOTAL $ 7,704
========
_________________
* Not applicable or none.
ITEM 15. 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 (the "DGCL"), 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 or its stockholders for monetary
damages for breach of fiduciary duty as a director. Section 102(b)(7) of
the DGCL 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 DGCL 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
Page 14
<PAGE>
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 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
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
ITEM 16. EXHIBITS.
See the Exhibit Index of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of the appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Page 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California,
on December 3, 1997.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /s/ Tomas W. Fuller
--------------------------------
Tomas W. Fuller
Vice President,
Chief Financial Officer,
and Assistant Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Antin and Tomas W. Fuller
or any one of them, his attorney-in-fact and agent, with full power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-3, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or their substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert L. Antin President, Chief Executive Officer and December 3, 1997
- --------------------------- Chairman of the Board (Principal
Robert L. Antin Executive Officer and Director)
/s/ Arthur J. Antin Senior Vice President, Chief Operating December 3, 1997
- --------------------------- Officer, Secretary and Director
Arthur J. Antin
/s/ Neil Tauber Senior Vice President, Treasurer and December 3, 1997
- --------------------------- Director
Neil Tauber
Page 16
<PAGE>
/s/ Tomas W. Fuller Vice President, Chief Financial Officer December 3, 1997
- --------------------------- and Assistant Secretary
Tomas W. Fuller (Principal Accounting Officer)
- --------------------------- Director December _, 1997
John Heil
/s/ John Chickering
- --------------------------- Director December 3, 1997
John Chickering
- --------------------------- Director December 3, 1997
Richard Gillespie
</TABLE>
Page 17
<PAGE>
EXHIBIT INDEX
No. Item Page
- --- ---- ----
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Troop Meisinger Steuber & Pasich, LLP (included as
part of Exhibit 5.1)
Page 18
<PAGE>
[LETTERHEAD OF TROOP MEISINGER STEUBER & PASICH, LLP]
December 3, 1997
Veterinary Centers of America, Inc.
3420 Ocean Park Boulevard, Suite 1000
Santa Monica, CA 90405
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (the "Registration Statement") to which this letter is attached as
Exhibit 5.1 filed by Veterinary Centers of America, Inc., a Delaware
corporation (the "Company"), in order to register under the Securities Act
of 1933, as amended (the "Act"), 192,580 shares of Common Stock of the
Company and any additional shares of Common Stock of the Company which may
be registered pursuant to Rule 462(b) under the Act (the "Shares").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Registration
Statement, and receipt of the purchase price therefor as specified in the
Registration Statement, the Shares will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to use of our name in the Prospectus
constituting a part thereof.
Respectfully submitted,
/s/ Troop Meisinger Steuber & Pasich, LLP
TROOP MEISINGER STEUBER & PASICH, LLP
EXHIBIT 5.1
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 14,
1997 (except for the matter discussed in Note 17, as to which the date is
April 28, 1997) included in Veterinary Centers of America, Inc.'s Form 10-
K/A for the year ended December 31, 1996 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 2, 1997
EXHIBIT 23.1
<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-3 of our
reports as of the dates and relating to the financial statements of
the companies listed below, which appear on the following pages of the
current report on Form 8-K of Veterinary Centers of America, Inc.
dated July 5, 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 Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
December 2, 1997
EXHIBIT 23.2
<PAGE>
