SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 12, 2004
VCA ANTECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-16783 95-4097995
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12401 West Olympic Boulevard,
Los Angeles, California 90064-1022
(Address of Principal Executive Offices)
(310) 571-6500
(Registrant's Telephone Number)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
The Company held its annual meeting of stockholders on July 12, 2004.
Stockholders re-elected Robert L. Antin, the Company's Chairman, President and
Chief Executive Officer, as a Class II director to the Company's Board of
Directors. Mr. Antin will hold office for three years, until the 2007 annual
meeting of the Company's stockholders, and thereafter until his successor is
duly elected and qualified.
Effective on that same date, Arthur J. Antin, John G. Danhakl and Peter
Nolan resigned from the Company's Board of Directors. As a result of these
resignations a majority of the members of the Company's Board of Directors
consist of independent directors under new Nasdaq corporate governance rules.
The resignations of Mr. Antin, Mr. Danhakl and Mr. Nolan were necessitated in
order to comply with the Nasdaq listing standards and were not the result of any
disagreement with the Company.
At the annual meeting, the stockholders also approved an amendment to the
Company's Amended and Restated Certificate of Incorporation to increase the
number of shares of common stock the Company is authorized to issue from
75,000,000 shares to 175,000,000 shares. Additionally, the stockholders ratified
the appointment of KPMG LLP as the Company's independent auditors for the year
ending December 31, 2004.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of VCA Antech, Inc.
3.2 Certificate of Correction of Certificate of Amendment of Amended and
Restated Certificate of Incorporation of VCA Antech, Inc.
SIGNATURES
Pursuant to the requirements 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 hereunto duly authorized.
July 15, 2004 VCA Antech, Inc.
/s/ Tomas W. Fuller
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By: Tomas W. Fuller
Its: Chief Financial Officer and
Assistant Secretary
EXHIBIT INDEX
EXHIBITS
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of VCA Antech, Inc.
3.2 Certificate of Correction of Certificate of Amendment of Amended and
Restated Certificate of Incorporation of VCA Antech, Inc.