<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
---------------------
VIRBAC CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
---------------------
927649
(CUSIP NUMBER OF CLASS OF SECURITIES)
BRIAN A. CROOK
VIRBAC CORPORATION
3200 MEACHAM BOULEVARD
FORT WORTH, TEXAS 76137
(816) 831-5030
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
STEPHEN L. FLUCKIGER, ESQ.
JONES, DAY, REAVIS & POGUE
2300 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-3939
---------------------
MARCH 5, 1999
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
CUSIP NO. 972649 13D Page 2 of 8 Pages
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Interlab S.A.S.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
12,580,918
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 12,580,918
PERSON WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,580,918
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO, HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 972649 13D Page 3 of 8 Pages
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.01 per share
("Common Stock"), of Virbac Corporation (the "Company"). The principal
executive offices of the Company are located at 3200 Meacham Boulevard, Fort
Worth, Texas 76137.
Item 2. IDENTITY AND BACKGROUND.
This statement is being filed by Interlab S.A.S., a French corporation
("Interlab" or "Reporting Person") and wholly owned subsidiary of Virbac S.A., a
French corporation ("VBSA"). Interlab was formed for the purpose of holding
shares of the Company in connection with the March 5, 1999 merger (the "Merger")
of Virbac, Inc., a Delaware corporation ("Virbac"), with and into Agri-Nutrition
Group Limited, a Delaware corporation ("Agri-Nutrition"), with Agri-Nutrition
surviving the merger and changing its name to Virbac Corporation. The address
of Interlab's principal business office is 13 emme rue - L.I.D., 06517 Carros
Cedex, France.
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor was the Reporting Person a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The responses to Items 5 and 6 are incorporated herein by this reference.
Item 4. PURPOSE OF TRANSACTION.
The responses to Items 5 and 6 are incorporated herein by this reference.
Certain changes in the Company's directors, officers, certificate of
incorporation and bylaws were effected in connection with the closing of the
transactions contemplated by the Merger Agreement, as more fully set forth in
Sections 1.5, 1.6 and 1.7 of the Merger Agreement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to the terms of the Agreement and Plan of Merger (the "Merger
Agreement"), dated October 16, 1998, by and among Agri-Nutrition, VBSA, Virbac,
and by addendum, Interlab, the shares of Virbac held by the Reporting Person
were converted into the right to receive 12,580,918 shares of the Company's
Common Stock (the "Merger Shares") and all of Interlab's shares of Virbac common
stock were canceled. The Merger Shares represent approximately 58% of the
Company's issued and outstanding stock as of the date of the Merger. The
Reporting Person has sole power to vote or to the direct the vote of and to
dispose of or direct the disposition of all of the Merger Shares.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Interlab entered into an Affiliate Agreement (the "Affiliate Agreement")
with Agri-Nutrition Group, predecessor in interest to the Company, whereby
Interlab represents, warrants, and covenants to Agri-Nutrition that, among other
things, it will sell no more than 9% of the Merger Shares and shares issued upon
the exercise of certain management stock options after the merger in connection
with the Mandatory Tender Offer pursuant to Section 2.1 of the Merger
<PAGE>
CUSIP NO. 972649 13D Page 4 of 8 Pages
Agreement before the second anniversary of the Merger and that in the event
that any of its affiliates purchase any shares on the open market prior to
the second anniversary of the Merger, that these purchases will be effected in
acordance with Rule 10b-18 under the Securities Exchange Act of 1934, as
amended.
The Company, as successor in interest to Agri-Nutrition, is obligated to
register the Merger Shares pursuant to the terms of Article IX of the Merger
Agreement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
1. Interlab Affiliate Agreement, dated January 17, 1999.
2 Agreement and Plan of Merger, dated as of October 16,
1998, by and among Agri-Nutrition, VBSA, Virbac and by
addendum, Interlab (incorporated by reference to Exhibit
2.1 of the Agri-Nutrition Form 8-K filed on November 17,
1998).
<PAGE>
CUSIP NO. 972649 13D Page 5 of 8 Pages
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 2, 1999 INTERLAB S.A.S.
By: /s/ Pascal Boissy
------------------------------------
Pascal Boissy, Chairman of the Board
<PAGE>
CUSIP NO. 972649 13D Page 6 of 8 Pages
EXHIBIT 1
January 17, 1999
Bruce G. Baker
President and Chief Executive Officer
Agri-Nutrition Group Limited
Riverport Executive Center II
12801 Riverport Drive, Suite 111
Maryland Heights, Missouri 63043
Dear Mr. Baker:
Interlab S.A.S., a French corporation ("Parent"), has been advised
that as of the date of this letter it may be deemed to be an "affiliate" of
Agri-Nutrition Group Limited ("AGNU" or the "Surviving Corporation"), a Delaware
corporation (the "Company"), as the term "affiliate" is defined for purposes of
paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"). Pursuant to the terms of
the Agreement and Plan of Merger, dated as of October 16, 1998 (as amended from
time to time, the "Merger Agreement"), by and among AGNU, Virbac S.A., a French
corporation ("VBSA"), Virbac, Inc., a Delaware corporation ("Virbac"), and
Parent, Virbac will be merged with and into AGNU (the "Merger"). Capitalized
terms not otherwise defined herein have the meanings assigned thereto in the
Merger Agreement.
As a result of the Merger, Parent may receive shares of Common Stock,
par value $0.01 per share, of AGNU (the "Merger Shares") in exchange for shares
of common stock of Virbac owned by Parent and cash to be contributed to Virbac
immediately prior to the Merger.
Parent represents, warrants and covenants to AGNU, that, during the
Contingent Period, with respect to all Merger Shares received by it as a result
of the Merger:
1. Parent will not make any sale, transfer or other disposition of the
Merger Shares in violation of the Act, the Rules and Regulations or this
letter agreement (the "Agreement").
2. Parent has carefully reviewed this Agreement and the Merger Agreement
and discussed the requirements of such documents and other applicable
limitations upon its ability to sell, transfer or otherwise dispose of the
Merger Shares to the extent it deemed necessary with its counsel or counsel for
the Surviving Corporation.
3. Parent has been advised that the issuance of the Merger Shares to it
pursuant to the Merger has not been registered with the Commission under the
Act. Thus, Parent may not sell, transfer or otherwise dispose of the Merger
Shares unless (i) such sale, transfer or other disposition has been registered
under the Act, (ii) such sale, transfer or other disposition is made in
conformity with Rule 145 promulgated by the Commission under the Act, or (iii)
in the
<PAGE>
CUSIP NO. 972649 13D Page 7 of 8 Pages
opinion of counsel reasonably acceptable to the Surviving Corporation, or
pursuant to a "no-action" letter obtained by Parent from the staff of the
Commission, such sale, transfer or other disposition is otherwise exempt from
registration under the Act.
4. Parent understands and agrees that the Surviving Corporation is under
no obligation to register the sale, transfer or other disposition of the Merger
Shares by Parent or on its behalf under the Act except pursuant to Article IX of
the Merger Agreement. Parent further understands that the Merger Shares shall
bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AND WERE RECEIVED IN A TRANSACTION TO WHICH RULE 145
PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN
ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND MAY
NOT BE SOLD PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933."
5. Parent further understands that stop transfer instructions will be
given to the Surviving Corporation's transfer agent with respect to the Merger
Shares and that there will be placed on the certificates for the Merger Shares,
or any substitutions therefor, a legend stating in substance:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO
WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT, DATED JANUARY 17, 1999, BETWEEN THE HOLDER HEREOF AND
AGRI-NUTRITION GROUP LIMITED, PREDECESSOR TO VIRBAC CORPORATION, A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF VIRBAC CORPORATION."
6. Parent understands and agrees that the legend and the stop order
referred to in paragraphs 4 and 5, respectively, above will be removed by
delivery of substitute certificates without such legend or stop order if such
legend or stop order is not required for purposes of the Act or this Agreement.
It is understood and agreed that such legend and the stop order will be removed
if (i) one year has elapsed from the date that Parent acquires the Merger Shares
and the Merger Shares are sold by Parent in accordance with the provisions of
paragraphs (c), (e), (f) and (g) of Rule 144, PROVIDED, HOWEVER, that, prior to
the second anniversary of the Closing Date of the Merger ("Second Anniversary"),
the maximum amount Parent may sell in all transactions entered into prior to the
Second Anniversary shall equal the product of (a) the total outstanding shares
of AGNU Common Stock as of the closing of the Stock Repurchase pursuant to
Section 8.1 of the Merger Agreement and the issuance of additional shares to
Parent, if any, pursuant to Section 2.2(a) of the Merger Agreement and (b) .09;
(ii) the Merger Shares are sold in private transactions in accordance with an
exemption from the registration requirements of the Act on condition that the
transferees in such transactions agree in writing not to (A) resell such shares
prior to the Second Anniversary and (B) tender such shares in the event the
Surviving Corporation makes the Stock Repurchase offer pursuant to Section 8.1
of the Merger Agreement; (iii) one year has elapsed from the date it acquires
the Merger Shares and the provisions of Rule 145(d)(2) are then available to the
Parent; and (iv) two years have elapsed from the date that Parent acquires the
Merger Shares and the provisions of Rule 145(d)(3) are then available to it.
7. Parent undertakes that any purchases of AGNU Common Stock will be
effected in accordance with the requirements of Rule 10b-18 of the Rules and
Regulations of the
<PAGE>
CUSIP NO. 972649 13D Page 8 of 8 Pages
Commission under the Exchange Act of 1934, as amended, as applicable.
INTERLAB S.A.S.
By: /s/ Pascal Boissy
-------------------------------
Name: Pascal Boissy
Title: President
