DELAWARE 95-4097995 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization)
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 19, 1996, there were outstanding 12,590,647 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 ($26.88 per share) of the Registrant's Common Stock on the NASDAQ National Market, was $306,514,884. 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.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS OF VCA
Information with respect to the directors and executive officers of VCA as of March 31, 1996 is as follows:
Name Age Position - - ----------------------------------- --- ------------------------------------------------------------- Robert L. Antin.................... 46 Chairman of the Board and Chief Executive Officer of VCA Arthur J. Antin.................... 49 Chief Operating Officer, Senior Vice President, Secretary and Director Neil Tauber........................ 45 Senior Vice President Tomas W. Fuller.................... 38 Chief Financial Officer, Vice President and Assistant Secretary Deborah W. Moore................... 31 Chief Accounting Officer, Vice President and Controller John B. Chickering, Jr............. 47 Director Richard Gillespie, M.D............. 62 Director John A. Heil....................... 42 Director
Robert L. Antin and Arthur J. Antin are brothers. There are no other family relationships between any director and/or any executive officer of VCA.
MR. ROBERT L. ANTIN, a founder of VCA, has served as Chief Executive Officer, President and Chairman of the Board of Directors of VCA since its inception. Mr. Antin is responsible for directing all aspects of VCA's business. From September 1983 until founding VCA, Mr. Antin was President, Chief Executive Officer, a director and co-founder of AlternaCare Corp., a publicly held company which owned, operated and developed free-standing outpatient surgical centers. AlternaCare Corp. was acquired by Medical Care International in 1988. From July 1978 until September 1983, Mr. Antin was employed as an officer by American Medical International, Inc. ("AMI"), an owner and operator of health care facilities. While at AMI, Mr. Antin initially served as Director of Marketing of Professional Hospital Services, then as Director of New Business Development responsible for non-hospital related acquisitions and development, and most recently as a Vice President of AMI and President of AMI Ambulatory Center, Inc., a subsidiary of AMI operating a chain of ambulatory care centers. Mr. Antin received his MBA degree with a certification in hospital and health administration from Cornell University in 1975.
MR. ARTHUR J. ANTIN, a founder of VCA, has served as Chief Operating Officer, Senior Vice President, Secretary and a Director of VCA since its inception, and is currently responsible for managing animal hospital and veterinary laboratory operations for VCA. From October 1983 to September 1986, Mr. Antin served as Director of Marketing/Investor Relations of AlternaCare Corp., in which he developed and implemented marketing strategies for a network of outpatient surgical centers. Mr. Antin received an M.A. degree in Community Health from New York University and a Post Graduate Certificate in Structured Programming and Business Application design from Columbia University.
MR. NEIL TAUBER, a founder of VCA, has served as Senior Vice President and a Director of VCA since its inception and is currently responsible for identifying and effecting the acquisition of independent animal hospitals and veterinary diagnostic laboratories. From 1984 to 1986, Mr. Tauber served as the Director of Corporate
MR. TOMAS W. FULLER joined VCA in January 1988 and served as Vice President and Controller until November 1990 when he became Chief Financial Officer. Prior to joining VCA, from 1980 to 1987, Mr. Fuller served as an audit manager for Arthur Andersen LLP. Mr. Fuller holds a BA degree in business/economics from the University of California at Los Angeles (UCLA).
MS. DEBORAH W. MOORE, a Certified Public Accountant, joined VCA in September 1992 and served as Controller until becoming Vice President, Chief Accounting Officer in 1995. Ms. Moore served as a staff accountant at Arthur Andersen LLP and subsequently as Controller for Chiat/Day/Mojo Inc. prior to joining VCA. Ms. Moore holds a BA in Economics/Accounting from Claremont McKenna College.
MR. JOHN B. CHICKERING, JR., a Certified Public Accountant, is currently the Vice President - Financial Administration for Warner Bros. International Television Distribution. Prior to his employment at Warner Bros., Mr. Chickering served as a staff accountant at KPMG Peat Marwick from August 1975 to June 1977. Mr. Chickering holds an MBA degree with emphasis in accounting and finance from Cornell University. Mr. Chickering has served as a Director of VCA since November 1988.
RICHARD GILLESPIE, M.D., was elected to the Board of Directors in June 1995. Dr. Gillespie is a private investor who has investments in several companies in the United States. From 1983 to 1987, Dr. Gillespie was Vice- President, a director and co-founder of AlternaCare Corp. Dr. Gillespie also has served as a director for several other companies, including Lansinoh Laboratories, Inc. and Geriatric Medical Center, and as the general partner of Outpatient Diagnostics Center. Dr. Gillespie holds an MD degree from the University of Tennessee College of Medicine.
MR. JOHN A. HEIL, currently serves as the Vice President-Marketing for Heinz Pet Products. Since 1978, Mr. Heil has served in various capacities with other affiliates of the H.J. Heinz Company, including General Manager, Marketing of Ore-Ida Foods, Inc. and Vice President - Marketing and Sales of Star-Kist Foods, Inc. Mr. Heil holds a B.A. degree in economics from Lycoming College. Mr. Heil has served as a Director of VCA since May 1995.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of four meetings during the fiscal year ended December 31, 1995. The Board of Directors has an Audit Committee and a Compensation Committee. The Board of Directors does not have a Nominating Committee or a committee performing similar functions. During the fiscal year ended December 31, 1995, each director attended at least 75% of the meetings of the Board of Directors held while he was a director and of the Committees of the Board of Directors on which he served.
The Audit Committee met one time and the Compensation Committee met two times during the fiscal year ended December 31, 1995. The Audit Committee's functions include recommending to the Board of Directors the engagement of VCA's independent auditors, reviewing and approving the services performed by the independent auditors and reviewing and evaluating VCA's accounting policies and internal accounting controls. The Compensation Committee reviews and approves the compensation of officers and key employees and determines and approves the granting of options under VCA's various stock incentive plans. During the fiscal year ended December 31, 1995, the members of the Audit Committee were Messrs. Robert L. Antin and John B. Chickering, Jr.; the members of the Compensation Committee were Messrs. Robert L. Antin, John B. Chickering, Jr. and Jean-Charles Lignel; and the members of the Stock Option Committee were Messrs. John B. Chickering, Jr. and Jean-Charles Lignel. Mr. Lignel is no longer a director of VCA.
Directors of VCA who are not also employees of VCA receive $1,000 for each meeting of the Board of Directors that they attend in person plus reimbursement of all out-of-pocket expenses incurred in attending such meetings. In addition, non-employee directors, John B. Chickering, Jr., John Heil, Richard Gillespie and former non-employee director Jean-Charles Lignel each were granted options to purchase 10,000 shares of common stock of VCA ("VCA Common Stock") upon appointment or election to the Board of Directors. On the respective anniversaries of their joining the Board of Directors, each of the current non- employee directors, if they retain such status, will receive an additional option to purchase 5,000 shares of VCA Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the last fiscal year, executive compensation and the grant of options under VCA's various stock incentive plans was administered by the Compensation Committee of the Board of Directors. The directors of the Corporation who served on the Compensation Committee were Robert L. Antin, Jean- Charles Lignel and John B. Chickering, Jr. Mr. Robert L. Antin is the Chairman of the Board and Chief Executive Officer of VCA. None of Messrs. Lignel, Chickering or Heil is, nor has any of them ever been, an officer or employee of VCA. Mr. Lignel is no longer a director of VCA.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires VCA's executive officers, directors and persons who own more than ten percent of a registered class of VCA's equity securities to file reports of ownership and changes in ownership with the Commission. Executive officers, directors, and greater-than-ten percent stockholders are required by the regulations of the Commission to furnish VCA with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, VCA believes that, during the year ended December 31, 1995, all relevant Section 16(a) filing requirements were complied with, except as follows: Ms. Moore, an executive officer, filed one report late relating to her position as an executive officer; Mr. Gillespie, a director, filed one report late relating to his position as a director: Mr. Fuller, an executive officer, filed one report late for a transaction involving the sale of 1,500 warrants and a transaction involving the grant of an option to purchase 40,000 shares of VCA Common Stock; Mr. Robert L. Antin, an executive officer and director, filed one report late involving nine separate transactions relating to the sale, in the aggregate, of 25,500 warrants and the grant of an option to purchase 80,000 shares of VCA Common Stock and one report late involving three separate transactions relating to the sale, in the aggregate, of 30,000 warrants. VCA is aware of no other failures to file required forms.
SUMMARY COMPENSATION TABLE
The following table shows, as to the Chief Executive Officer and as to each of the other three most highly compensated executive officers (the "Named Executive Officers") whose salary plus bonus exceeded $100,000 during the last fiscal year, information concerning all compensation paid for services to VCA in all capacities during the last three fiscal years.
LONG TERM ANNUAL COMPENSATION COMPENSATION ------------------------------------------------------------------- NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTION ALL OTHER POSITION YEAR SALARY BONUS COMPENSATION (1) AWARDS (2) COMPENSATION - - ------------------------- ---- ---------- ---------- ---------------- -------------- ------------ Robert L. Antin 1995 $ 241,091 $-0- $ 8,800 280,000 -0- Chairman of the Board 1994 205,730 30,890 (3) 9,600 25,000 -0- and Chief Executive 1993 196,978 -0- 12,000 90,000 -0- Officer Arthur J. Antin 1995 170,915 -0- 7,200 140,000 -0- Chief Operating 1994 146,953 21,480 (3) 7,200 25,000 -0- Officer, Senior 1993 139,742 -0- 6,000 50,000 -0- Vice President and Secretary Neil Tauber 1995 144,038 -0- 7,200 120,000 -0- Senior Vice 1994 120,000 17,592 (3) 7,200 25,000 -0- President 1993 115,896 -0- 6,000 50,000 -0- Tomas W. Fuller 1995 101,214 -0- 6,000 110,000 -0- Chief Financial Officer 1994 92,500 13,090 (3) 6,000 10,000 -0- and Vice President 1993 88,883 -0- 6,000 50,000 -0-
(2) All numbers reflect the number of shares of VCA Common Stock subject to options granted during the fiscal year.
(3) Reflects bonus awards granted in March 1995 for services rendered during the fiscal year ended December 31, 1994.
The following table sets forth certain information regarding grants of stock options made during the fiscal year ended December 31, 1995 to the Named Executive Officers:
INDIVIDUAL GRANTS ------------------------------------------------------------------- Percent of Total Exercise or Potential Realizable Value at Assumed Annual Number of Options Granted Base Price Per Rates of Stock Price Appreciation for Option Options to Employees In Share (4) Term (1) -------------------------------------------- Name Granted (2) Fiscal Year (3) Expiration Date 5% 10% - - --------------- ------------ ----------------- --------------- ----------------- --------------------- ------------------- Robert L. Antin 80,000 9.4% $10.50 3/4/05 $ 528,271 $ 1,338,744 200,000 23.4% 12.38 11/7/05 1,556,514 3,944,513 Arthur J. Antin 40,000 4.7% 10.50 3/4/05 264,136 669,372 100,000 11.7% 12.38 11/7/05 778,257 1,972,256 Neil Tauber 40,000 4.7% 10.50 3/4/05 264,136 669,372 80,000 9.4% 12.38 11/7/05 622,606 1,577,805 Tomas W. Fuller 40,000 4.7% 10.50 3/4/05 264,136 669,372 70,000 8.2% 12.38 11/7/05 544,780 1,380,579 - - --------------------
(1) The potential realizable value is based on the assumption that the VCA Common Stock appreciates at the annual rate shown (compounded annually) from the date of grant until the expiration of the option term. These amounts are calculated pursuant to applicable requirements of the Securities and Exchange Commission and do not represent a forecast of the future appreciation of VCA Common Stock.
(2) The option grants set forth on this chart which expire on March 4, 2005 and November 7, 2005 are exercisable in thirty-six (36) and twenty-four (24) equal monthly installments, respectively, commencing on the date of grant. The options may, at the discretion of the administrator of the stock option plan pursuant to which such options were granted, become immediately exercisable upon certain change of control events. The options set forth above were each granted for a term of 10 years.
(3) Options covering an aggregate of 854,750 shares were granted to eligible optionees during the fiscal year ended December 31, 1995.
(4) The exercise price and tax withholding obligations related to exercise may be paid by delivery of already owned shares, subject to certain conditions.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table sets forth, for each of the Named Executive Officers, certain information regarding the exercise of stock options during the fiscal year ended December 31, 1995 and the value of unexercised options at December 31, 1995 based upon the closing price of the VCA Common Stock on the Nasdaq National Market on December 29, 1995 ($16.875 per share).
VALUE OF ALL UNEXERCISED NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT FISCAL SHARE ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END YEAR END(1) NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE - - ---------------- -------------------- ----------- ---------------------------- ------------------------------- Robert L. Antin -0- -0- 165,750/274,584 $1,992,407/$1,448,193 Arthur J. Antin -0- -0- 130,111/147,889 1,669,647/840,128 Neil Tauber -0- -0- 117,027/127,639 1,464,306/745,464 Tomas W. Fuller -0- -0- 116,361/104,306 1,480,689/615,042
On January 1, 1994, VCA entered into employment agreements with each of Robert L. Antin, Arthur J. Antin, and Neil Tauber, which currently expire on December 31, 1999. Pursuant to the terms of these agreements, during the fiscal year ended December 31, 1996, Messrs. Robert L. Antin, Arthur J. Antin and Neil Tauber will receive an annual base salary of $265,000, $189,000 and $162,000, respectively. This base salary is subject to annual upward adjustment at the discretion of the Board of Directors, with a mandatory annual increase by a percentage amount at least equal to the cost of living increase. In addition, the Board of Directors has determined that executive officers of VCA may earn bonuses during each calendar year based upon management achieving performance goals established by the Compensation Committee of the Board of Directors on an annual basis. VCA may terminate each of the employment agreements for cause or upon mutual agreement. If employment is terminated due to death, the agreements provide that VCA will pay the affected employee severance pay equal to two years' salary. If employment is terminated due to the disability of the employee, without cause or if VCA's principal executive office is moved from Los Angeles, the affected employee is entitled to severance pay in an amount equal to three years' base salary. If employment is terminated due to a change in control of VCA, the affected employee is entitled to severance pay in an amount equal to the greater of (a) three years' base salary and (b) the base salary such employee would have received during the period between the date of such employee's termination and the scheduled expiration date of his employment agreement. If employment is terminated due to the scheduled expiration of an employment agreement, the affected employee is entitled to severance pay in an amount equal to one year's base salary.
In April 1992, VCA entered into an agreement with Tomas W. Fuller, Chief Financial Officer, Vice President and Assistant Secretary of VCA, pursuant to which it agreed that if Mr. Fuller's employment is terminated without cause, VCA will pay to Mr. Fuller severance pay equal to six months' salary.
The following table sets forth certain information provided by VCA
regarding beneficial ownership of VCA Common Stock as of March 31, 1996 by (i)
each director and Named Executive Officer of VCA; (ii) each person known to VCA
to be the beneficial owner of more than 5% of the outstanding VCA Common Stock,
and (iii) all directors and executive officers of VCA as a group. Except as may
be indicated in the footnotes to the table, each of such persons has the sole
voting and investment power with respect to the shares owned, subject to
applicable community property laws. The address of each person listed is in care
of VCA, 3420 Ocean Park Boulevard, Suite 1000, Santa Monica, California 90405,
unless otherwise set forth below such person's name.
PERCENT OF CLASS NAME AND ADDRESS NUMBER OF SHARES(1) OWNED - - ---------------------------------------- ------------------------- --------------------- Savannah Investments Limited 950,000 7.4% Kirk House, 4th Floor Grand Cayman British West Indies The TCW Group, Inc. 735,000 5.7% 865 South Figueroa Street Los Angeles, California 90017 Scudder, Stevens & Clark, Inc. 647,900 5.0% 345 Park Avenue New York, New York 10154 Robert L. Antin (2) 920,758 7.0% Arthur J. Antin (3) 328,148 2.5% Neil Tauber (4) 206,888 1.6% Tomas W. Fuller (5) 112,056 * John B. Chickering, Jr. (6) 21,667 * Richard Gillespie, M.D. (7) 20,000 * John A. Heil -- -- All of VCA's executive officers and 1,610,517 11.9% directors as a group (8 persons) (2)(3)(4)(5)(6)(7)(8) - - -----------------------------------------
* Less than one percent.
(1) Under Rule 13d-3 of the Exchange Act, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of VCA Common Stock actually outstanding at March 31, 1996.
(3) Includes (i) 50,000 shares which Mr. Arthur J. Antin holds as custodian for Mr. Robert L. Antin's minor children under the California Uniform Gifts to Minor's Act, (ii) 43,666 shares held by Mr. Arthur J. Antin's minor children; and (iii) 163,889 shares of VCA Common Stock reserved for issuance upon exercise of stock options which are or will become exercisable on or prior to May 30, 1996.
(4) Includes 146,888 shares of VCA Common Stock reserved for issuance upon exercise of stock options which are or will become exercisable on or prior to May 30, 1996.
(5) Consists of 112,056 shares of VCA Common Stock reserved for issuance upon exercise of stock options which are or will become exercisable on or prior to May 30, 1996.
(6) Consists of 21,667 shares of VCA Common Stock reserved for issuance upon exercise of stock options which are or will become exercisable on or prior to May 30, 1996.
(7) Includes (i) 5,000 shares of VCA Common Stock underlying warrants, and (ii) 10,000 shares of VCA Common Stock reserved for issuance upon exercise of stock options which are or will become exercisable on or prior to May 30, 1996.
(8) Includes, with respect to other executive officers, 1,000 shares of VCA Common Stock reserved for issuance upon exercise of stock options which are or will become exercisable on or prior to May 30, 1996.
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, this 13th day of May, 1996 .
By: /s/ Robert L. Antin --------------------------------------- Robert L. Antin Its: Chief Executive Officer