UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10787
VETERINARY CENTERS OF AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4097995
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12401 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1022
(Address of principal executive offices and zip code)
(310) 584-6500
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common stock, $.001 par value
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any Amendment to this
Form 10-K. [ ]
At March 15, 2000, there were outstanding 21,771,726 shares of the Common Stock
of Registrant and the aggregate market value of the shares held on that date by
non-affiliates of Registrant, based on the closing price ($11.81 per share) of
the Registrant's Common Stock on the NASDAQ National Market, was $254,913,750.
For purposes of this computation, it has been assumed that the shares
beneficially held by directors and officers of Registrant were "held by
affiliates;" this assumption is not to be deemed to be an admission by such
persons that they are affiliates of Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement relating to its 2000 Annual Meeting of
Stockholders are incorporated by reference in Part III of this Annual Report.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits:
See attached Exhibit Index.
(b) Financial Statement Schedules:
Report of Independent Public Accounts
Schedules for the years ended December 31, 1999, 1998, 1997
II - Valuation and Qualifying Accounts
Schedules other than those listed above are omitted since they are not
applicable, not required or the information required to be set forth
herein is included in the consolidated financial statements or notes
thereto.
(c) Reports on Form 8-K:
None
<PAGE>
EXHIBIT INDEX
ITEM NO. EXHIBIT
- ------- -------
3.1 Certificate of Incorporation of Registrant, as amended to date (1)
3.2 Certificate of Amendment of Certificate of Incorporation of
Registrant
3.3 Bylaws of Registrant, as currently in effect (2)
4.1 Specimen certificate evidencing Common Stock of Registrant (3)
4.2 Indenture dated as of April 17, 1996 between Veterinary Centers of
America, Inc. and the Chase Manhattan Bank, N.A. (4)
4.3 Form of Rights Agreement, dated as of December 30, 1997, between the
Corporation and Continental Stock Transfer & Trust Company as Rights
Agent (5)
4.4 Certificate of Designation of Rights, Preferences and Privileges of
Preferred Stock (5)
4.5 Form of Rights Certificate (5)
10.1 1987 Stock Option Plan of Company and form of Stock Option Agreement
used therewith, as amended (6)
10.2 Form of Indemnification Agreement between the Company and its
Directors (2)
10.3 Amended and Restated Employment Agreement made and entered into as
of February 1, 1997, by and between Robert L. Antin and the Company
(7)
10.4 Amended and Restated Employment Agreement made and entered into as
of February 1, 1997, by and between Arthur J. Antin and the Company
(7)
10.5 Amended and Restated Employment Agreement made and entered into as
of February 1, 1997, by and between Neil Tauber and the Company (7)
10.6 Letter Agreement dated November 22, 1999, amending the Amended and
Restated Employment Agreement made and entered into as of February
1, 1997, by and between Robert J. Antin and the Company
10.7 Letter Agreement dated November 22, 1999, amending the Amended and
Restated Employment Agreement made and entered into as of February
1, 1997 by and between Arthur J. Antin and the Company
10.8 Letter Agreement dated November 22, 1999, amending the Amended and
Restated Employment Agreement made and entered into as of February
1, 1997, by and between Neil Tauber and the Company
10.9 Agreement made and entered into as of October 13, 1999, by and
between Tomas Fuller and the Company
<PAGE>
10.10 Partnership Agreement, dated January 1, 1993, of Specialty Pet
Products Partners (6)
10.11 1993 Incentive Stock Plan of the Company and form of Stock Plan
Option Agreement used therewith (8)
10.12 First Amendment to Partnership Agreement, dated as of January 11,
1995 by and between HPP Specialty Pet Products Inc. and VCA
Specialty Pet Products, Inc. (9)
10.13 Letter Agreement dated September 9, 1996 between VCA Specialty Pet
Products, Inc., Veterinary Centers of America, Inc. HPP Specialty
Pet Products, Inc. and Heinz Pet Products (10)
10.14 Restructuring Agreement between HPP Specialty Products, Inc., Heinz
Pet Products, VCA Specialty Products, Inc. and Veterinary Centers of
America, Inc. (10)
10.15 VCA 1996 Stock Incentive Plan (4)
10.16 VCA 1996 Employee Stock Purchase Plan (4)
21.1 Subsidiaries of Registrant
23.1 Consent of Arthur Andersen LLP (11)
27.1 Financial Data Schedule (11)
- -------------
(1) Incorporated by reference from Registrant's Report on Form 10-K/A,
Amendment No. 1, for the year ended December 31, 1996
(2) Incorporated by reference from Registrant's Registration Statement
on Form S-1, File No. 33-40095
(3) Incorporated by reference from Registrant's Registration Statement
on Form S-1, File No. 33-42504
(4) Incorporated by reference from Registrant's Registration Statement
on Form S-4, File No. 333-6667
(5) Incorporated by reference from Registrant's Report on Form 8-K filed
on January 5, 1998
(6) Incorporated by reference from Registrant's Report on Form 10-KSB,
for the year ended December 31, 1992
(7) Incorporated by reference from Registrant's Report on Form 10-K/A,
Amendment No. 1, for the year ended December 31, 1998
<PAGE>
(8) Incorporated by reference from Registrant's Report on Form 10-KSB,
for the year ended December 31, 1993
(9) Incorporated by reference from Registrant's Report on Form 10-KSB,
for the year ended December 31, 1994
(10) Incorporated by reference from Registrant's Report on Form 10-K for
the year ended December 31, 1996
(11) Incorporated by reference from Registrant's Report on Form 10-K for
the year ended December 31, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, this 29th
day of March, 2000.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /S/ ROBERT L. ANTIN
------------------------------
Robert L. Antin
Its: President
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
President, Chief Executive Officer
and Chairman of the Board
(Principal Executive
/S/ ROBERT L. ANTIN Officer and Director) March 29, 2000
- ----------------------------
Robert L. Antin
Senior Vice President,
Chief Operating Officer,
* Secretary and Director March 29, 2000
- ----------------------------
Arthur J. Antin
Senior Vice President,
* Treasurer and Director March 29, 2000
- ----------------------------
Neil Tauber
Vice President,
Chief Financial Officer
and Assistant Secretary
* (Principal Accounting Officer) March 29, 2000
- ----------------------------
Tomas W. Fuller
Director
- ----------------------------
John Heil
* Director March 29, 2000
- ----------------------------
John Chickering
Director
- ----------------------------
Dr. Richard Gillespie
*By: /S/ ROBERT L. ANTIN
-----------------------
Robert L. Antin, Attorney-In-Fact
</TABLE>
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
VETERINARY CENTERS OF AMERICA, INC.
Veterinary Centers of America, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Veterinary Centers
of America, Inc., a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling for consideration thereof at the
annual meeting of the stockholders of said corporation. The resolution setting
forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "Fourth" so that as
amended said Article shall be and read as follows:
"The total number of shares which the Corporation shall have authority to
issue is 62,000,000, consisting of 60,000,000 shares of common stock, par
value $0.001 per share (the "Common Stock") and 2,000,000 shares of
preferred stock, par value $0.001 per share (the "Preferred Stock").
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
an annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statue were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, Veterinary Centers of America, Inc. has caused this
certificate to be signed by Tomas W. Fuller, its authorized officer, this 25th
day of March, 1999.
By: /S/ TOMAS FULLER
----------------------------
Title: Chief Financial Officer
Veterinary Centers of America
12401 West Olympic Blvd.
Los Angeles, CA 90064-1022
November 22, 1999
Robert L. Antin
115 Westwind Mall
Marina del Rey, CA 90291
Dear Mr. Antin:
Upon a review of your employment agreement, the Compensation Committee of
the Board of Directors of Veterinary Centers of America, Inc. has identified a
clerical error in the written form of employment agreement entered into between
VCA and you originally on January 1, 1994, and amended and restated on February
1, 1997 (the "Employment Agreement." In addition, would like to clarify other
provisions of the agreement.
Section 9.1.3 is hereby amended to correct the typographical error and make
certain other modifications thereto to read in full as follows:
"Severance pay in an amount equal to (x) the Base Salary Officer would have
earned during the five years following the Termination Date, plus an amount
equal to five times (y) (i) in the event no previous annual bonus has been
paid or is payable pursuant to this Amended Agreement, 20% of Officer's
Base Salary, or (ii) in the event at least one annual bonus has been paid
or is payable to Officer, the greater of (x) the last annual bonus paid or
payable to Officer pursuant to this Amended Agreement, or (y) the average
of all annual bonuses that have been paid or are payable to Officer
pursuant to this Amended Agreement.
Further, it is noted that in certain calendar years governed by the Amended
Agreement, the Company delivered to Officer shares of restricted Common Stock,
in lieu of cash bonuses. It is hereby agreed that, for purposes of computing the
amount of any severance or termination payment under the Agreement, such shares
of restricted Common Stock shall be valued at (x) in the case of a Change of
Control, the per share price paid or payable by the acquirer in the Change in
Control transaction, or (y) in all other cases, at the per share fair market
value of the restricted Common Stock (after taking into account any restrictions
imposed thereon) on the date such shares were granted by the Company to Officer,
it being agreed that the fair market value of such shares as reflected on the
accounting records of the Company will be conclusive for these purposes.
<PAGE>
Mr. Robert L. Antin
December 13, 1999
Page 2 of 2
This execution and delivery of this letter has been expressly authorized by
the Compensation Committee of the Board of Directors of VCA at a meeting held on
this date.
If the foregoing is agreeable to you, please so indicate by signing in the
space provided for below.
Veterinary Centers of America, Inc.
By: /S/ JOHN CHICKERING
------------------------------
John Chickering
Director and authorized signer
ACCEPTED AND AGREED TO;
By: /S/ ROBERT L. ANTIN
--------------------
Robert L. Antin
VETERINARY CENTERS OF AMERICA
12401 WEST OLYMPIC BLVD.
LOS ANGELES, CA 90064-1022
November 22, 1999
Arthur J. Antin
12401 West Olympic Blvd.
Los Angeles 90064
Dear Mr. Antin:
Upon a review of your employment agreement, the Compensation Committee of
the Board of Directors of Veterinary Centers of America, Inc. has identified a
clerical error in the written form of employment agreement entered into between
VCA and you originally on January 1, 1994, and amended and restated on February
1, 1997 (the "Employment Agreement." In addition, would like to clarify other
provisions of the agreement.
Section 9.1.3 is hereby amended to correct the typographical error and make
certain other modifications thereto to read in full as follows:
"Severance pay in an amount equal to (x) the Base Salary Officer would have
earned during the five years following the Termination Date, plus an amount
equal to five times (y) (i) in the event no previous annual bonus has been
paid or is payable pursuant to this Amended Agreement, 20% of Officer's
Base Salary, or (ii) in the event at least one annual bonus has been paid
or is payable to Officer, the greater of (x) the last annual bonus paid or
payable to Officer pursuant to this Amended Agreement, or (y) the average
of all annual bonuses that have been paid or are payable to Officer
pursuant to this Amended Agreement.
Further, it is noted that in certain calendar years governed by the Amended
Agreement, the Company delivered to Officer shares of restricted Common Stock,
in lieu of cash bonuses. It is hereby agreed that, for purposes of computing the
amount of any severance or termination payment under the Agreement, such shares
of restricted Common Stock shall be valued at (x) in the case of a Change of
Control, the per share price paid or payable by the acquirer in the Change in
Control transaction, or (y) in all other cases, at the per share fair market
value of the restricted Common Stock (after taking into account any restrictions
imposed thereon) on the date such shares were granted by the Company to Officer,
it being agreed that the fair market value of such shares as reflected on the
accounting records of the Company will be conclusive for these purposes.
<PAGE>
Mr. Robert L. Antin
December 13, 1999
Page 2 of 2
This execution and delivery of this letter has been expressly authorized by
the Compensation Committee of the Board of Directors of VCA at a meeting held on
this date.
If the foregoing is agreeable to you, please so indicate by signing in the
space provided for below.
Veterinary Centers of America, Inc.
By: /S/ JOHN CHICKERING
--------------------------------
John Chickering
Director and authorized signer
ACCEPTED AND AGREED TO;
By: ARTHUR J. ANTIN
-------------------
Arthur J. Antin
VETERINARY CENTERS OF AMERICA
12401 WEST OLYMPIC BLVD.
LOS ANGELES, CA 90064-1022
November 22, 1999
Neil Tauber
12401 West Olympic Blvd.
Los Angeles 90064
Dear Mr. Tauber:
Upon a review of your employment agreement, the Compensation Committee of
the Board of Directors of Veterinary Centers of America, Inc. has identified a
clerical error in the written form of employment agreement entered into between
VCA and you originally on January 1, 1994, and amended and restated on February
1, 1997 (the "Employment Agreement." In addition, would like to clarify other
provisions of the agreement.
Section 9.1.3 is hereby amended to correct the typographical error and make
certain other modifications thereto to read in full as follows:
"Severance pay in an amount equal to (x) the Base Salary Officer would have
earned during the five years following the Termination Date, plus an amount
equal to five times (y) (i) in the event no previous annual bonus has been
paid or is payable pursuant to this Amended Agreement, 20% of Officer's
Base Salary, or (ii) in the event at least one annual bonus has been paid
or is payable to Officer, the greater of (x) the last annual bonus paid or
payable to Officer pursuant to this Amended Agreement, or (y) the average
of all annual bonuses that have been paid or are payable to Officer
pursuant to this Amended Agreement.
Further, it is noted that in certain calendar years governed by the Amended
Agreement, the Company delivered to Officer shares of restricted Common Stock,
in lieu of cash bonuses. It is hereby agreed that, for purposes of computing the
amount of any severance or termination payment under the Agreement, such shares
of restricted Common Stock shall be valued at (x) in the case of a Change of
Control, the per share price paid or payable by the acquirer in the Change in
Control transaction, or (y) in all other cases, at the per share fair market
value of the restricted Common Stock (after taking into account any restrictions
imposed thereon) on the date such shares were granted by the Company to Officer,
it being agreed that the fair market value of such shares as reflected on the
accounting records of the Company will be conclusive for these purposes.
<PAGE>
Mr. Robert L. Antin
December 13, 1999
Page 2 of 2
This execution and delivery of this letter has been expressly authorized by
the Compensation Committee of the Board of Directors of VCA at a meeting held on
this date.
If the foregoing is agreeable to you, please so indicate by signing in the
space provided for below.
Veterinary Centers of America, Inc.
By: /S/ JOHN CHICKERING
--------------------------------
John Chickering
Director and authorized signer
ACCEPTED AND AGREED TO;
By: /S/ NEIL TAUBER
-------------------------
Neil Tauber
AGREEMENT
This Agreement (this "Agreement") is made and entered into as of October
13, 1999 by and between Veterinary Centers of America, Inc., a Delaware
Corporation (the "Company"), and Tomas Fuller ("Officer").
RECITALS:
A. The Company considers it essential to the best interests of its stockholders
to foster the continuous employment of key management personnel. In connection
with this, the Company's Board of Directors (the "Board") recognizes the
possibility of a change in management personnel or a change in control of the
Company may exist and that such possibility, and that such uncertainty and
questions that it may raise among management, could result in the departure or
distraction of management personnel to the detriment of the Company and its
stockholders.
B. The Board has decided to reinforce and encourage the continued attention and
dedication of members of the Company's management to their assigned duties
without distraction arising from the possibility of a change in management or
control of the Company.
C. In order to induce Officer to remain in its employ, the Company has entered
into this Agreement with Officer.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Officer agree as
set forth below.
1. SEVERANCE PAYMENTS UPON CHANGE IN CONTROL.
1.1 SEVERANCE PAYMENT. Upon the occurrence of a Change in Control (as
defined in Section 1.4 below) of the Company, the employment of Officer
hereunder shall terminate and the Company shall pay to Officer in cash, on the
fifth day following the date on which the Change of Control occurs (which for
the purposes of this Section 1. shall be the Termination Date), the following:
1.1.1 All accrued and unpaid salary and other compensation payable to
Officer by the Company for services rendered by Officer to the Company through
the Termination Date;
1.1.2 All accrued and unused vacation and sick pay payable to Officer
by the Company with respect to services rendered by Officer to the Company
through the Termination Date;
1.1.3 Severance pay in an amount equal to (x) the Base Salary Officer
would have earned during the five years following the Termination Date, plus an
amount equal to five
<PAGE>
times (y) (i) in the event no previous annual bonus has been paid or is payable
pursuant to this Amended Agreement, 20% of Officer's Base Salary, or (ii) in the
event at least one annual bonus has been paid or is payable to Officer, the
greater of (x) the last annual bonus paid or payable to Officer pursuant to this
Amended Agreement, or (y) the average of all annual bonuses that have been paid
or are payable to Officer pursuant to this Amended Agreement. It is hereby
agreed that, for purposes of computing the amount of any severance or
termination payment under this Agreement, any shares of restricted Common Stock
issued to Officer as a bonus in lieu of a cash bonus shall be valued at the per
share price paid or payable by the acquirer in the Change in Control
transaction.
1.2 VESTING OF OPTIONS. In addition to the foregoing, and notwithstanding
the provisions of any other agreement to the contrary, upon the occurrence of a
Change in Control, all options to purchase Common Stock of the Company which
have been granted to Officer by the Company shall become immediately exercisable
on the Termination Date and, notwithstanding any other agreement to the
contrary, shall remain exercisable for the full term of each such option.
1.3 PROVISION OF SERVICES FOLLOWING CHANGE IN CONTROL. At the request of
the Company, Officer shall continue to serve hereunder for a period of up to 180
days following the Termination Date. If the Company requests Officer to perform
such services, Officer shall be compensated from and after the Termination Date
for the period that Officer actually remains employed by the Company at his then
current base salary. Any such amounts payable to Officer shall be in addition to
and not in lieu of the amounts payable to Officer under Section 1.1 above.
1.4 CHANGE IN CONTROL. For purposes of this Section 1, "Change in
Control" of the Company shall be deemed to have occurred if (a) there shall be
consummated (x) any consolidation or merger of the Company into or with another
Person as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), in which the Company
is not the continuing or surviving corporation or pursuant to which shares of
the Company's common stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's common stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (y) any sale, lease or other transfer (in one transaction
or a series of related transactions) of all or a significant portion of the
assets of the Company (for purposes of this definition, the sale of the stock or
assets of two or more of the Company's existing subsidiaries shall be deemed to
be a sale of a significant portion of the Company's assets), or (b) the
shareholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company, or (c) any Person who is not now the owner of 10% or
more of the Company's outstanding equity securities shall become the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act) of 20% or more
of the Company's outstanding equity securities, or (d) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the entire board of directors shall cease for any reason to constitute a
majority thereof unless the election, or the nomination for election by the
Company's shareholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors in the
beginning of the period.
<PAGE>
The parties believe that the payments pursuant to this Section 1 hereof do
not constitute "Excess Parachute Payments" under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"). Notwithstanding such belief, if
any benefit under these sections constitutes an "Excess Parachute Payment" the
Company shall pay to Officer an additional amount ("Tax Payment") such that (x)
the excess of all Excess Parachute Payments (including payments under this
sentence) over the sum of excise tax thereon under Section 4999 of the Code and
income tax thereon under Subtitle A of the Code and under applicable state law
is equal to (y) the excess of all Excess Parachute Payments (excluding payments
under this sentence) over income tax thereon under Subtitle A of the Code and
under applicable state law. Such Tax Payment shall be paid to Officer
concurrently with the severance payment referred to in Section 1.1 above.
2. GENERAL PROVISIONS.
2.1 NOTICES. All notices, requirements, requests, demands, claims or other
communications hereunder shall be in writing. Any notice, requirement, request,
demand, claim or other communication hereunder shall be deemed duly given (i) if
personally delivered, when so delivered, (ii) if mailed, two (2) business days
after having been set by registered or certified mail, return-receipt requested,
postage prepaid and addressed to the intended recipient as set forth below,
(iii) if given by telecopier, once such notice or other communication is
transmitted to the telecopier number specified below, and the appropriate
telephonic confirmation is received, provided that such notice or other
communication is promptly thereafter mailed in accordance with the provisions of
clause (ii) above or (iv) if sent through an overnight delivery service under
circumstances by which such service guarantees next day delivery, the date
following the date so sent:
If to the Company, to: Veterinary Centers of America, Inc.
12401 West Olympic Blvd.
Los Angeles, California 90064-1022
If to Executive to: Tomas Fuller
12401 West Olympic Blvd.
Los Angeles, California 90064-1022
Any party may change the address to which notices, requests, demands, claims and
other communications hereunder are to be delivered by giving the other party
notice in the manner herein set forth.
2.2 ASSIGNMENT. This Agreement and the benefits hereunder are personal to
the Company and are not assignable or transferable, nor may be the services to
be performed hereunder be assigned by the Company to any person, firm or
company; provided however, that this Agreement and the benefits hereunder may be
assigned by the Company to any corporation into which the Company may be merged
or consolidated, and this Agreement and the benefits hereunder will
automatically be deemed assigned to any such Corporation.
2.3 COMPLETE AGREEMENT. This Agreement contains the entire agreement among
the parties hereto with respect to the subject matter hereof and supersedes and
cancels any and all
<PAGE>
previous written or oral negotiations, commitments, understandings, agreements
and any other writings or communications in respect of such subject matter.
2.4 AMENDMENTS. This Agreement may be modified, amended, superseded or
terminated only by a writing duly signed by both parties.
2.5 SEVERABILITY. Any provision of this Agreement which is invalid, illegal
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.
2.6 NO WAIVER. Any waiver by either party of a breach of any provisions of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of either party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall be considered a waiver or
to deprive such party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.
2.7 BINDING EFFECT. This Agreement shall be binding on, and shall inure to
the benefit of, the parties hereto and their permitted assigns, successors and
legal representatives.
2.8 COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
document.
2.9 GOVERNING LAW. This Agreement has been negotiated and entered into in
the State of California and shall be construed in accordance with the laws of
the State of California.
2.10 ARBITRATION. The parties hereby expressly agree that any controversy
or claim relating to this Agreement, including the construction, enforcement or
application of the terms hereof, shall be submitted to arbitration in Los
Angeles, California by the American Arbitration Association in accordance with
the Commercial Arbitration Rules of such association. The arbitrator shall be a
retired judge of the Los Angeles Superior Court or other party acceptable to the
parties and the rules of evidence shall apply; the costs of the arbitrator shall
be borne equally. Each party shall be responsible for its own attorneys' fees
and costs. However, the arbitrator shall have the right to award costs and
expenses (including actual attorneys' fees) to the prevailing party as well as
equitable relief. The award of the arbitrator shall be final and binding and
shall be enforceable in any court of competent jurisdiction. Nothing in this
paragraph shall preclude the parties from seeking an injunction or other
equitable relief from a court of competent jurisdiction under appropriate
circumstances.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer and Executive has executed the same as
of the day and year first above written.
THE COMPANY
VETERINARY CENTERS OF AMERICA, INC.
By: /S/ ROBERT ANTIN
-------------------------------
Name: Robert Antin
Its: Chief Executive Officer
OFFICER
/S/ TOMAS FULLER
-------------------------------
Tomas Fuller
<TABLE>
<CAPTION>
LIST OF SUBSIDIARIES
STATE OF
INCORPORATION OR
NAME OF SUBSIDIARY ORGANIZATION DOING BUSINESS AS
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West Los Angeles Veterinary Medical Group, Inc. California
VCA Clinical Veterinary Labs, Inc. California
Lakewood Animal Hospital, Inc. California VCA Lakewood Animal Hospital
Robertson Blvd. Animal Hospital, Inc. California VCA Robertson Blvd. Animal
Hospital
VCA Bay Area Animal Hospital, Inc. California
Northern Animal Hospital Inc. Arizona VCA Northern Animal Hospital
VCA of San Jose, Inc. California VCA Crocker Animal Hospital
VCA Real Property Acquisition Corporation California
VCA of Colorado - Anderson, Inc. California VCA Anderson Animal Hospital
Anderson Animal Hospital, Inc. Colorado
VCA - Animal Hospital West, Inc. California
Westwood Dog and Cat Hospital, Inc. California VCA Animal Hospital West
VCA of Teresita, Inc. California VCA Teresita Animal Hospital
VCA of Asher, Inc. California VCA Asher Animal Hospital
Asher Veterinary Clinic - a general partnership California
Wingate, Inc. Colorado VCA Wingate Animal Hospital
VCA - Mission, Inc. California VCA Mission Animal Hospital
VCA Albuquerque, Inc. California VCA Veterinary Care Animal
Hospital
VCA Wyoming Animal Hospital, Inc. California
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Animal Emergency Clinic, P.C. Illinois Berwyn Animal Emergency Clinic,
Inc., Animal Health Care and
Emergency Clinic, P.C. and
Animal Health Care, P.C.
VCA Specialty Pet Products, Inc. California
VCA Rossmoor, Inc. California
Rossmoor - El Dorado Animal Hospital, Inc. California VCA-Rossmoor El Dorado Animal
Hospital
Rossmoor Center Animal Clinic, Inc. California
VCA Albany Animal Hospital, Inc. California VCA Albany Animal Hospital
Albany Veterinary Clinic, Inc. California
VCA Howell Branch Animal Hospital Inc. California
Howell Branch Animal Hospital, P.A. Florida
VCA Cacoosing Animal Hospital, Inc. California
Cacoosing Animal Hospital, Ltd. Pennsylvania
Cacoosing Pet Care & Nutrition Center, Inc. Pennsylvania
Vet Research Laboratories, LLC Delaware
VCA Anderson of California Animal Hospital, Inc. California
South County Animal Hospital, LLC California
VCA Clinipath Labs, Inc. California
VCA Eagle River Animal Hospital, Inc. California
Eagle River Animal Hospital, Inc. California
VCA Miller Animal Hospital, Inc. California
Miller Animal Hospital, Inc. California
VCA Marina Animal Hospital, Inc. California
Veterinary Hospitals, Inc. California Marina Veterinary Clinic
VCA All Pets Animal Complex, Inc. California
VCA Castle Shannon Animal Hospital, Inc. California
VCA APAC Animal Hospital, Inc. California
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VCA Northwest Veterinary Diagnostics, Inc. California
VCA Information Systems, Inc. California
VCA East Anchorage Animal Hospital, Inc. California
Fox Chapel Animal Hospital, Inc. Pennsylvania
MS Animal Hospitals, Inc. California
VCA Professional Animal Laboratory, Inc. California Antech Diagnostics
VCA Detwiler Animal Hospital, Inc. California
Detwiler Veterinary Clinic, Inc. Pennsylvania
VCA Lakeside Animal Hospital, Inc. California
VCA Cenvet, Inc. California
VCA Golden Cove Animal Hospital, Inc. California
Berla, Inc. California VCA Golden Cove Animal Hospital
Avian Clinic, Etc. Animal Clinic of Golden Cove
Tampa Animal Medical Center, Inc. Florida VCA Tampa Animal Hospital
VCA Silver Spur Animal Hospital, Inc. California
Silver Spur Animal Hospital, Inc. California
VCA Lewis Animal Hospital, Inc. California
Lewelling Veterinary Clinic, Inc. California
VCA South Shore Animal Hospital, Inc. California
VCA Alpine Animal Hospital, Inc. California
VCA Greater Savannah Animal Hospital, Inc. California
VCA Kaneohe Animal Hospital, Inc. California
VCA Lammers Animal Hospital, Inc. California
Lammers Veterinary Hospital, Inc. California
VCA Referral Associates Animal Hospital, Inc. California
VCA Clarmar Animal Hospital, Inc. California
Clarmar Animal Hospital, Inc. California
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VCA St. Petersburg Animal Hospital, Inc. California
St. Petersburg Animal Hospital, LLC California
VCA Northboro Animal Hospital, Inc. California
VCA Animal Hospitals, Inc. California VCA Parkwood Animal Hospital
Agoura Meadows Veterinary Clinic
VCA Santa Anita Animal Hospital
VCA Bering Sea Animal Hospital
VCA Rock Creek Animal Hospital
VCA Rohrig Animal Hospital
Pets' Rx, Inc. Delaware
Pets' Rx Nevada, Inc. Nevada
William C. Fouts, Ltd. Nevada Decatur Animal Clinic
H.B. Animal Clinics, Inc. California Blossom Veterinary Clinic
Princeton Animal Hospital California Almaden Valley Veterinary
Hospital
Spring Mountain Animal Hospital, L.L.C. Nevada
Old Town Veterinary Hospital, Inc. Virginia
VCA North Rockville Animal Hospital, Inc. California
North Rockville Veterinary Hospital, Inc. Maryland
VCA Lamb & Steward Animal Hospital, Inc.
VCA Squire Animal Hospital, Inc. California
VCA Texas Management, Inc. California
VCA Centers - Texas, Inc. Texas
Veterinary Centers of America - Texas, L.P. Texas
VCA Animal Hospital - Texas, L.P. Texas
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VCA Coast Animal Hospital, LLC California
Golden Merger Corporation Delaware La Grange Park Animal Hospital
Eagle Park Animal Clinic, Inc. Indiana
Newark Animal Hospital, Inc. Delaware
Academy Animal, Inc. Maryland
Edgebrook, Inc. New Jersey
Riviera Animal Hospital, Inc. Florida
PPI of Pennsylvania, Inc. Delaware
Noyes Animal Hospital, Inc. Illinois
Professional Veterinary Services, Inc. Indiana Village Park Animal Center
Cross Point Animal Hospital
Indiana Spay - Neuter Health
Clinic
Greenwood Spay Neuter Animal
Hospital
The Pet Practice (Florida), Inc. Delaware
The Pet Practice (Illinois), Inc. Delaware
The Pet Practice of Michigan, Inc. Delaware
The Pet Practice (Massachusetts), Inc. Delaware
The Pet Practice (Massachusetts), Inc. Massachusetts
VCA Twin Rivers Animal Hospital LLC California
VCA Spanish River Animal Hospital L.P. California
Spanish River Animal Hospital, Inc. Florida
VCA Closter, Inc. New Jersey
AAH Merger Corporation Delaware
Freehold, Inc. New Jersey
San Vicente Animal Clinic, Inc. California
VCA Villa Animal Hospital, L.P. California
VCA Triangle Tower Animal Hospital, L.P. California
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VCA MacArthur Animal Hospital, L.P. California
VCA Oneida Animal Hospital, L.P. California
VCA New London Animal Hospital, L.P. California
W.E. Zuschlag, D.V.M. Worth Animal Hospital, Chartered Illinois
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