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 (I.R.S. Employer Identification No.)
of 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
(Full Title of The Plan)
TOMAS W. FULLER
CHIEF FINANCIAL OFFICER
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:
JULIE M. KAUFER, ESQ.
AMIR OHEBSION, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
(2) (2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 1,000,000 Shares 9.4375 9,437,500 2,624
- ---------------------------------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such additional shares of the common stock as may become issuable pursuant
to anti-dilution provisions of the Company's 1996 Stock Incentive Plan.
(2) 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 prices of the Common Stock on the
Nasdaq Stock Market's National Market on October 22, 1999.
</FN>
</TABLE>
<PAGE>
Pursuant to General Instruction E of Form S-8 ("Registration of
Additional Securities"), the Company hereby makes the following statement:
On December 31, 1996, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration NO.
333-19017) (the "Prior Registration Statement@) relating to shares of
the Common Stock to be issued pursuant to Veterinary Centers of America,
Inc.'s 1996 Stock Incentive Plan (the "Plan"), and the Prior
Registration Statement is currently effective. This Registration
Statement relates to securities (a) of the same class as those to which
the Prior Registration Statement relates and (b) to be issued pursuant
to the Plan. The contents of the Prior Registration Statement are
incorporated herein by reference.
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding
validity of securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (set forth on page 3).
Page 2
<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-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 July 1, 1999.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /S/ THOMAS W. FULLER
-----------------------------
Thomas W. Fuller
Chief Financial Officer, Vice President and
Assistant Secretary (Principal Accounting
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>
SIGNATURE TITLE DATE
<S> <C> <C>
Chief Executive Officer and
/S/ ROBERT L. ANTIN Chairman of the Board (Principal July 1, 1999
- --------------------------- Executive Officer and Director) ------------
Robert L. Antin
Chief Operating Officer, Senior
/S/ ARTHUR J. ANTIN Vice President, Secretary and July 1, 1999
- --------------------------- Director ------------
Arthur J. Antin
/S/ NEIL TAUBER Senior Vice President and Director July 1, 1999
- --------------------------- ------------
Neil Tauber
Page 3
<PAGE>
Chief Finacial Officer Vice
/S/ THOMAS W. FULLER President and Assistant Secretary July 1, 1999
- --------------------------- (Principal Accounting Officer) ------------
Thomas W. Fuller
- --------------------------- Director ------------
John A. Heil
/S/ JOHN B. CHICKERING, JR. Director July 1, 1999
- --------------------------- ------------
John B. Chickering
Director
- --------------------------- ------------
Richard Gillespie, M.D.
</TABLE>
Page 4
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
<S> <C> <C>
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding
validity of securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (set forth on page 3).
</TABLE>
Page 5
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
Lawyers
-----------------
October 28, 1999
Veterinary Centers of America, Inc.
3420 Ocean Park Boulevard, Suite 1000
Santa Monica, California 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"), 1,000,000 shares of Common Stock, par value
$0.001 per share (the "Shares"), of the Company issuable pursuant to the
Company's amended 1996 Stock Incentive Plan (the "Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, 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 STEUBER PASICH REDDICK & TOBEY, LLP
---------------------------------------------
Troop Steuber Pasich Reddick & Tobey, LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 18, 1999,
included in Veterinary Centers of America, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
/S/ ARTHUR ANDERSEN LLP
-------------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
October 21, 1999
