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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
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): October 12, 2005
VCA ANTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16783 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, Zip Code)
(310) 571-6500
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
BASE SALARIES OF EXECUTIVE OFFICERS
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On October 12, 2005, the Compensation Committee of the Board of Directors
of VCA Antech, Inc., which we refer to as the Company, completed its annual
performance and compensation review of the Company's executive officers and
approved annual base salaries which are effective as of October 1, 2005. The
last adjustment to the base salaries of the executive officers was effective
January 1, 2004. The Compensation Committee determined that in the future it
generally will conduct its annual performance and compensation review of the
Company's executive officers in June of each year, with any adjustments to base
salary to be effective July 1st of that year.
The following are the base salaries for the executive officers of the
Company effective as of October 1, 2005.
Name Title Base Salary
Robert L. Antin (1) Chairman, President & $562,432
Chief Executive Officer
Arthur J. Antin (1) Chief Operating Officer & $495,000
Senior Vice President
Tomas W. Fuller (1) Chief Financial Officer, $340,000
Vice President & Secretary
Neil Tauber Senior Vice President $340,000
Dawn Olsen Principal Accounting Officer, $215,000
Vice President & Controller
(1) Please refer to the employment agreements of these executive officers, each
of which has been filed with the Securities and Exchange Commission, for
the other terms and conditions of their employment.
ADOPTION OF A DISCRETIONARY CASH BONUS PROGRAM
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On October 12, 2005, the Compensation Committee adopted a discretionary
cash bonus program for fiscal 2005. Each of our executive officers is eligible
to participate in the program. Under the program, subject to the provisions of
the employment agreements with our executive officers, the Compensation
Committee may award annual cash bonuses in amounts as shall be determined in its
sole discretion. The Compensation Committee may take into account any criteria
that it deems relevant to assessing the performance and contributions of the
executive officers, including revenue, market share, earnings per share, income
from operations, earning before interest, taxes, depreciation, and amortization
(EBITDA), Adjusted EBITDA (adjusted to exclude certain significant items as
determined in the sole discretion of the Compensation Committee), net income,
net income per common share, the price of the Company's common stock,
shareholder return, return on equity, return on investment, return on capital
and the performance of the executive officer in the discharge of that officer's
particular duties.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. DESCRIPTION
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10.1 VCA Antech, Inc. Summary of Executive Officers' Compensation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
October 12, 2005 VCA ANTECH, INC.
By: /s/ Robert L. Antin
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Name: Robert L. Antin
Title: Chief Executive Officer