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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 25, 2006
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On April 25, 2006, the Board of Directors of VCA Antech, Inc., which we
refer to as the Company, approved and adopted the Second Amended and Restated
Bylaws of the Company, which we refer to as the Second Restated Bylaws. The
Second Restated Bylaws amend and restate the provisions of the Amended and
Restated Bylaws of the Company, which we refer to as the Original Bylaws, in
their entirety.
The Second Restated Bylaws added Section 8 (Manner of Voting) and Section
12 (Required Vote) to, and modified Section 5 (Quorum), Section 7 (Chairman Of
Meeting; Opening of Polls), Section 9 (Proxies) and Section 14 (Record Date) of,
Article II (Stockholders Meetings). These provisions are designed, among other
things, to facilitate the conduct of and voting at stockholder meetings.
The Second Restated Bylaws also modified Section 17 (Matters Considered at
Annual Meeting) and Section 18 (Nominations for Directors) of Article II. These
provisions refer to the process in which a stockholder must engage if that
stockholder wishes to bring business before the annual meeting of stockholders
or to nominate a person for election to the Board. In this regard, the Second
Restated Bylaws now require that a stockholder seeking to bring business before
the annual meeting of stockholders or to nominate a person for election to the
Board give notice, in proper written form, to the Secretary of the Company at
least 60 days and not more than 90 days prior to the anniversary date of the
prior year's annual meeting of stockholders.
In addition, the Second Restated Bylaws modified Section 4 (Regular
Meetings), Section 5 (Special Meetings) and Section 6 (Meetings by Communication
Equipment) of Article III (Board of Directors), to clarify when the Board will
meet and who may call a special meeting of the Board.
The Second Restated Bylaws also replaced Section 10 (Committees) of Article
III of the Original Bylaws with Article IV (Committees), among other things, to
provide the Board with the authority to fill vacancies in any committee and to
dissolve any committee.
The Second Restated Bylaws also added provisions addressing new officer
positions, and the duties and powers of these officers, including Section 7
(Assistant Secretary), Section 9 (Assistant Treasurer) and Section 10 (Other
Officers) of Article V (Officers).
The Second Restated Bylaws also modified Article VI (Indemnification of
Directors, Officers, Employees and Other Agents) to reform the Company's
obligations with respect to the indemnification of its directors, officers,
employees and agents to reflect current practices and to conform to the
Company's Amended and Restated Articles of Incorporation.
Finally, the Second Restated Bylaws added Section 7 (Consideration and
Payment for Shares) and Section 14 (Seal) to Article VII (Miscellaneous).
The descriptions of the changes to the Original Bylaws and the new
provisions of the Second Restated Bylaws contained in this report are qualified
in their entirety by reference to the
full text of the Second Restated Bylaws attached to this Form 8-K as Exhibit 3.1
and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. DESCRIPTION
3.1 Second Amended and Restated Bylaws of VCA Antech, Inc.
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.
April 27, 2006 VCA ANTECH, INC.
By: /s/ Tomas W. Fuller
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Name: Tomas W. Fuller
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Second Amended and Restated Bylaws of VCA Antech, Inc.