Form S-3MEF
As filed with the Securities and Exchange Commission on January 30, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VCA ANTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
0742 |
|
95-4097995 |
| (State or Other Jurisdiction of Incorporation or Organization) |
|
(Primary Standard Industrial Classification Code Number) |
|
(I.R.S. Employer Identification
No.) |
12401 West Olympic Boulevard
Los Angeles, California 90064-1022
(310) 571-6500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Robert L. Antin
Chief Executive Officer and President
12401 West Olympic Boulevard
Los Angeles, California 90064-1022
(310) 571-6500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| Julie M. Kaufer, Esq. Michael W.
Everett, Esq. Akin Gump Strauss Hauer & Feld LLP 2029
Century Park East Los Angeles, California 90067 310.
229.1000 |
|
Gregg A. Noel, Esq. Skadden,
Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 213.687.5600 |
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 being registered on this form are being offered pursuant to dividend or reinvestment plans, please check the following box. ¨
If any of the securities being registered in 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. ¨
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 number of the earlier effective registration statement for the same offering. x 333-102439
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 statement number of the earlier effective registration statement for the same offering. ¨
If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following
box. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
|
Proposed Maximum Aggregate Offering Price |
|
Amount of Registration
Fee(1) |
|
|
|
|
|
| Common Stock, par value $0.001 per share |
|
$ |
21,312,375.00 |
|
$ |
1,961.00 |
(1) |
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933 based on the public offering price of
$15.25. |
INCORPORATION BY REFERENCE TO REGISTRATION STATEMENT ON FORM S-3
This registration statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, by VCA Antech, Inc. VCA Antech, Inc. hereby incorporates by reference into this Registration Statement on Form S-3 the contents of the Registration Statement on Form S-3 (Registration Statement No. 333-102439), as
amended (including the exhibits thereto), declared effective at approximately 11:00 a.m, eastern time, on January 29, 2003 by the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 January 29, 2003.
| |
| |
|
/s/ TOMAS W. FULLER
|
| By: |
|
Tomas W. Fuller |
| Its: |
|
Chief Financial Officer |
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 stated.
| Signature
|
|
Title
|
|
Date
|
| |
| *
Robert L. Antin |
|
Chairman of the Board, President and Chief Executive Officer |
|
January 29, 2003 |
| |
Arthur J. Antin |
|
Director, Chief Operating Officer, Senior Vice President and Secretary |
|
|
| |
| /s/ TOMAS W. FULLER
Tomas W. Fuller |
|
Chief Financial Officer, Principal Accounting Officer, Vice President and Assistant Secretary |
|
January 29, 2003 |
| |
| *
John. M. Baumer |
|
Director |
|
January 29, 2003 |
| |
| *
John G. Danhakl |
|
Director |
|
January 29, 2003 |
| |
| *
John Heil |
|
Director |
|
January 29, 2003 |
| |
| *
Peter J. Nolan |
|
Director |
|
January 29, 2003 |
| |
| *
Frank Reddick |
|
Director |
|
January 29, 2003 |
| |
| *By: /s/ TOMAS W.
FULLER
Attorney-in-fact |
|
|
|
January 29, 2003 |
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LIST OF EXHIBITS
| Number
|
|
Exhibit Description
|
| 5.1 |
|
Opinion of Akin Gump Strauss Hauer & Feld LLP as to the legality of securities. |
| |
| 23.1 |
|
Consent of KPMG LLP. |
| |
| 23.2 |
|
Consent of Akin Gump Strauss Hauer & Feld LLP (set forth in Exhibit 5.1). |
| |
| 24.1 |
|
Power of Attorney (included on signature page to the Registration Statement, File No. 333-102439, filed January 10,
2003 and incorporated by reference herein). |
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