Edgar Filing: VCA ANTECH INC

As filed with the Securities and Exchange Commission on August 21, 2003
REGISTRATION NO. 333-
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UNITED STATES
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 Charter)

DELAWARE 95-4097995
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

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, Suite 2400
Los Angeles, California 90067
(310) 229-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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
retirement plans, check the following box. [X]

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. [ ]

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
--------------------- ---------------- ----------------- ----------------- ----------------
PROPOSED
TITLE OF EACH CLASS MAXIMUM PROPOSED AMOUNT OF
OF SECURITIES AMOUNT TO BE AGGREGATE PRICE MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER UNIT OFFERING PRICE (2) FEE (3)
--------------------- ---------------- ----------------- ----------------- ----------------

Common Stock, par
value $0.001 per 188,315
share shares $ 21.375 $ 4,025,233.13 $ 325.64
--------------------- ---------------- ----------------- ----------------- ----------------

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(1) In the event of a stock split, stock dividend, or similar transaction
involving the registrant's common stock, in order to prevent dilution, the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act.

(2) This registration statement relates to the resale by the selling
stockholders named in the accompanying prospectus of the shares of common
stock, par value $0.001 per share, of the registrant that were issued by
the registrant on September 20, 2000, as further described in the
accompanying prospectus.

(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, and based on
the average of the high ($22.00) and low ($20.75) prices of the common
stock on The Nasdaq National Market on August 19, 2003.

------------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
================================================================================

The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

SUBJECT TO COMPLETION, DATED AUGUST 21, 2003

188,315 Shares

VCA ANTECH, INC.

Common Stock
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This prospectus relates to the resale of up to 188,315 shares of common
stock previously issued by VCA Antech, Inc. to the selling stockholders named in
this prospectus.

We are registering these shares for resale by the selling stockholders. The
selling stockholders may offer for resale the shares covered by this prospectus
from time to time directly to purchasers or through underwriters, broker-dealers
or agents, in public or private transactions, at prevailing market prices, at
prices related to prevailing market prices or at privately negotiated prices.
For additional information on the methods of sale, you should refer to the
section of this prospectus entitled "Plan of Distribution."

We will not receive any proceeds from the resale of our common stock by the
selling stockholders.

Our common stock is quoted on The Nasdaq Stock Market's National Market
under the symbol "WOOF." The last reported sale price of our common stock on
August 20, 2003 was $22.00 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT THE FACTORS YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

---------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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Prospectus dated August 21, 2003.

TABLE OF CONTENTS

Prospectus Summary................................. 1
Risk Factors....................................... 2
Cautionary Note Regarding Forward-Looking
Statements ....................................... 8
Incorporation of Certain Documents by Reference ... 9
Where You Can Find More Information ............... 9
Use of Proceeds....................................11
Selling Stockholders...............................11
Plan of Distribution...............................12
Legal Matters......................................13
Experts............................................13

PROSPECTUS SUMMARY

WE MAY AMEND OR SUPPLEMENT THIS PROSPECTUS FROM TIME TO TIME BY FILING
AMENDMENTS OR SUPPLEMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION. TO
UNDERSTAND THE TERMS OF THE SECURITIES OFFERED BY THIS PROSPECTUS, YOU SHOULD
CAREFULLY READ THIS ENTIRE PROSPECTUS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS.
YOU ALSO SHOULD READ THE DOCUMENTS REFERRED TO UNDER THE HEADING "WHERE YOU CAN
FIND MORE INFORMATION" BELOW FOR INFORMATION ABOUT US AND OUR FINANCIAL
STATEMENTS.

VCA ANTECH, INC.

OUR BUSINESS

We are a leading animal health care services company and operate the
largest networks of veterinary diagnostic laboratories and free-standing,
full-service animal hospitals in the United States. Our network of veterinary
diagnostic laboratories provides sophisticated testing and consulting services
used by veterinarians in the detection, diagnosis, evaluation, monitoring,
treatment and prevention of diseases and other conditions affecting animals. Our
animal hospitals offer a full range of general medical and surgical services for
companion animals. We treat diseases and injuries, offer pharmaceutical products
and perform a variety of pet wellness programs, including routine vaccinations,
health examinations, diagnostic testing, spaying, neutering and dental care.

DIAGNOSTIC LABORATORIES

We operate the only full-service, veterinary diagnostic laboratory network
serving all 50 states. Our state-of-the-art, automated diagnostic laboratories
service a diverse client base of approximately 14,000 animal hospitals, and
non-affiliated animal hospitals generated approximately 94% of our laboratory
revenue in 2002. We support our laboratories with what we believe is the
industry's largest transportation network, which picks up an average of 20,000
to 25,000 requisitions daily. In 2002, we derived approximately 70% of our
laboratory revenue from our clients in major metropolitan areas, where we offer
twice-a-day pick-up service and same-day results. Outside of these areas, we
typically provide test results to veterinarians before 8:00 a.m. the following
day.

Our diagnostic spectrum includes over 300 different tests in the areas of
chemistry, pathology, endocrinology, hematology and microbiology, as well as
tests specific to particular diseases. In 2002, we handled approximately 7.3
million requisitions and performed approximately 20.5 million tests. Although
modified to address the particular requirements of the species tested, the tests
performed in our veterinary laboratories are similar to those performed in human
clinical laboratories and utilize similar laboratory equipment and technologies.

ANIMAL HOSPITALS

At June 30, 2003, we operated 238 animal hospitals in 34 states that were
supported by over 770 veterinarians. In addition to general medical and surgical
services, we offer specialized treatments for companion animals, including
advanced diagnostic services, internal medicine, oncology, ophthalmology,
dermatology and cardiology. We also provide pharmaceutical products for use in
the delivery of treatments by our veterinarians and pet owners. Our facilities
typically are located in high-traffic, densely populated areas and have an
established reputation in the community with a stable client base. Our growth
strategy for our animal hospital business involves the acquisition of high
quality practices whose value we believe we can increase by the services and
operating efficiencies we can provide. We contemplate the acquisition of 15 to
25 animal hospitals per year.

Our principal offices are located at 12401 West Olympic Boulevard, Los
Angeles, California 90064. Our telephone number is (310) 571-6500.

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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW
AND OTHER INFORMATION INCLUDED IN THIS PROSPECTUS IN EVALUATING US AND OUR
BUSINESS. IF ANY OF THE EVENTS DESCRIBED BELOW OCCUR, OUR BUSINESS AND FINANCIAL
RESULTS COULD BE ADVERSELY AFFECTED IN A MATERIAL WAY. THIS COULD CAUSE THE
TRADING PRICE OF OUR COMMON STOCK TO DECLINE, PERHAPS SIGNIFICANTLY.

IF WE ARE UNABLE TO EFFECTIVELY EXECUTE OUR GROWTH STRATEGY, WE MAY NOT
ACHIEVE OUR DESIRED ECONOMIES OF SCALE AND OUR MARGINS AND PROFITABILITY MAY
DECLINE.

Our success depends in part on our ability to build on our position as a
leading animal health care services company through a balanced program of
internal growth initiatives and selective acquisitions of established animal
hospitals and laboratories. If we cannot implement or effectively execute these
initiatives and acquisitions, our results of operations will be adversely
affected. Even if we effectively implement our growth strategy, we may not
achieve the economies of scale that we have experienced in the past or that we
anticipate having in the future. Our internal growth rate may decline and could
become negative. Our laboratory internal revenue growth has fluctuated between
12.5% and 14.1% for each fiscal year from 2000 through 2002. Similarly, our
animal hospital adjusted same-facility revenue growth rate has fluctuated
between 3.6% and 7.0% over the same fiscal years. Our internal growth may
continue to fluctuate and may be below our historical rates. Any reductions in
the rate of our internal growth may cause our revenues and margins to decrease.
Our historical growth rates and margins are not necessarily indicative of future
results.

Demand for certain over the counter products could decline as their product
life cycle matures and the products become available in more retail-oriented
locations. Certain of these products are replaced and are distributed through
veterinary hospitals only. This cycle and the replacement of existing products
could affect veterinary visits. Demand for vaccinations may also be impacted in
the future as protocols for vaccinations change. Vaccinations have been
recommended by some in the profession to be given less frequently. This may
result in fewer visits and potentially less revenue. Vaccine protocols for our
company are established by our veterinarians who use their independent
professional judgment. Some of our veterinarians have changed their protocols
and others may change their protocol in light of recent literature.

OUR BUSINESS AND RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED IF WE ARE
UNABLE TO MANAGE OUR GROWTH EFFECTIVELY.

Since January 1, 1996, we have experienced rapid growth and expansion. Our
failure to manage our growth effectively may increase our costs of operations
and hinder our ability to execute our business strategy. Our rapid growth has
placed, and will continue to place, a significant strain on our management and
operational systems and resources. At January 1, 1996, we operated 59 animal
hospitals, operated laboratories servicing approximately 9,000 customers in 27
states and had approximately 1,150 full-time equivalent employees. At June 30,
2003, we operated 238 animal hospitals, operated laboratories servicing
approximately 14,000 customers in all 50 states and had approximately 4,000
full-time equivalent employees. If our business continues to grow, we will need
to improve and enhance our overall financial and managerial controls, reporting
systems and procedures, and expand, train and manage our workforce in order to
maintain control of expense and achieve desirable economies of scale. We also
will need to increase the capacity of our current systems to meet additional
demands.

DUE TO THE FIXED COST NATURE OF OUR BUSINESS, FLUCTUATIONS IN OUR REVENUE
COULD ADVERSELY AFFECT OUR OPERATING INCOME.

Approximately 57.2% of our expense, particularly rent and personnel costs,
are fixed costs and are based in part on expectations of revenue. We may be
unable to reduce spending in a timely manner to compensate for any significant
fluctuations in our revenue. Accordingly, shortfalls in revenue may adversely
affect our operating income.

DIFFICULTIES INTEGRATING NEW ACQUISITIONS MAY IMPOSE SUBSTANTIAL COSTS AND
CAUSE OTHER PROBLEMS FOR US.

Our success depends on our ability to timely and cost-effectively acquire,
and integrate into our business, additional animal hospitals and laboratories.
Any difficulties in the integration process may result in increased expense,
loss of customers and a decline in profitability. We expect to acquire 15 to 25
animal hospitals per year, however, based on the opportunity, the number could
be higher. Historically we have experienced delays and increased costs in
integrating some hospitals primarily where we acquire a large number of
hospitals in a single region at or about the same time. In these cases, our
field management may spend a predominant amount of time integrating these new
hospitals and less time managing our existing hospitals in those regions. During
these periods, there may be less attention directed to marketing efforts or
staffing issues. In these circumstances, we also have experienced delays in
converting the systems of acquired hospitals into our systems, which results in
increased payroll expense to collect our results and delays in reporting our
results, both for a particular region and on a consolidated basis. These factors
have resulted in decreased revenue, increased costs and lower margins. We
continue to face risks in connection with our acquisitions including:

o negative effects on our operating results;

o impairments of goodwill and other intangible assets;

o dependence on retention, hiring and training of key personnel,
including specialists; and

o contingent and latent risks associated with the past operations of,
and other unanticipated problems arising in, an acquired business.

The process of integration may require a disproportionate amount of the
time and attention of our management, which may distract management's attention
from its day-to-day responsibilities. In addition, any interruption or
deterioration in service resulting from an acquisition may result in a
customer's decision to stop using us. For these reasons, we may not realize the
anticipated benefits of an acquisition, either at all or in a timely manner. If
that happens and we incur significant costs, it could have a material adverse
impact on our business.

THE CARRYING VALUE OF OUR GOODWILL COULD BE SUBJECT TO IMPAIRMENT
WRITE-DOWN.

At June 30, 2003, our balance sheet reflected $363.2 million of goodwill,
which is a substantial portion of our total assets of $545.3 million at that
date. We expect that the aggregate amount of goodwill on our balance sheet will
increase as a result of future acquisitions. We continually evaluate whether
events or circumstances have occurred that suggest that the fair market value of
each of our reporting units is below their carrying values. If we determine that
the fair market value of one of our reporting units is less than its carrying
value, this may result in an impairment write-down of the goodwill for that
reporting unit. The impairment write-down would be reflected as expense and
could have a material adverse effect on our results of operations during the
period in which we recognize the expense. In 2002, we concluded that the fair
value of our reporting units exceeded their carrying value and accordingly, as
of that date, our net goodwill was fairly stated in our financial statements and
there are currently no impairment issues. However, in the future we may incur
impairment charges related to the goodwill already recorded or arising out of
future acquisitions.

WE REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR DEBT AND EXPAND OUR
BUSINESS AS PLANNED.

We have, and will continue to have, a substantial amount of debt. Our
substantial amount of debt requires us to dedicate a significant portion of our
cash flow from operations to pay down our indebtedness and related interest,
thereby reducing the funds available to use for working capital, capital
expenditures, acquisitions and general corporate purposes.

At August 20, 2003, our debt, excluding unamortized discount, consisted
primarily of:

o $146.4 million in principal amount outstanding under our senior credit
facility;

o $170.0 million in principal amount outstanding under our 9.875% senior
subordinated notes; and

o $2.0 million in principal amount outstanding under our other debt.

The following table sets forth the scheduled principal and interest
payments that are due on our debt for each of the periods indicated (in
thousands):

PAYMENTS DUE BY PERIOD
---------- --------- ------------ ---------- ----------
Less than More than
Total 1 year (1) 1-3 years 3-5 years 5 years
---------- --------- ------------ ---------- ----------

Long-term debt............. $ 318,027 $ 1,050 $ 3,831 $ 90,020 $ 223,126
Fixed interest............. 110,701 8,637 34,520 33,945 33,599
Variable interest.......... 43,365 3,295 19,492 18,454 2,124
Capital lease obligations.. 426 144 281 1 -
Swap agreements............ (2,587) (498) (2,089) - -
---------- --------- ------------ ---------- ----------
$ 469,932 $ 12,628 $ 56,035 $ 142,420 $ 258,849
========== ========= ============ ========== ==========

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(1) Consists of the period August 20, 2003 through December 31, 2003.

We have both fixed-rate and variable-rate debt. The interest payments on
our variable-rate debt are based on a variable-rate component plus a fixed 3.0%.
Including the fixed 3.0%, we estimate that the total interest rate on our
variable-rate debt will be 6.6%, 7.0%, 7.5%, 8.0%, 8.5% and 8.5% for years 2003
through 2008, respectively. Our consolidated financial statements included in
our 2002 Annual Report on Form 10-K discuss these variable-rate notes in more
detail.

We entered into the following no-fee swap agreements, which swap monthly
variable LIBOR for the fixed rates indicated below:

SWAP #1 SWAP #2 SWAP #3
------------- --------------- ---------------

Fixed interest rate............ 2.22% 1.72% 1.51%
Notional amount................ $40.0.million $20.0 million $20.0 million
Effective date................. 11/29/2002 5/30/2003 5/30/2003
Expiration date................ 11/29/2004 5/31/2005 5/31/2005

Swap #2 and Swap #3 qualify for hedge accounting and we consider them to be
cash flow hedging instruments. However, as of May 2003 we no longer considered
Swap #1 to be a cash flow hedge because the current rate environment was
significantly different than the rate environment in existence at the effective
date.

Our ability to make payments on our debt, and to fund acquisitions, will
depend upon our ability to generate cash in the future. Insufficient cash flow
could place us at risk of default under our debt agreements or could prevent us
from expanding our business as planned. Our ability to generate cash is subject
to general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control. Our business may not generate sufficient
cash flow from operations, our strategy to increase operating efficiencies may
not be realized and future borrowings may not be available to us under our
senior credit facility in an amount sufficient to enable us to service our debt
or to fund our other liquidity needs. In order to meet our debt obligations, we
may need to refinance all or a portion of our debt. We may not be able to
refinance any of our debt on commercially reasonable terms or at all.

OUR DEBT INSTRUMENTS MAY ADVERSELY AFFECT OUR ABILITY TO RUN OUR BUSINESS.

Our substantial amount of debt, as well as the guarantees of our
subsidiaries and the security interests in our assets and those of our
subsidiaries, could impair our ability to operate our business effectively and
may limit our ability to take advantage of business opportunities. For example,
our indenture and senior credit facility:

o limit our funds available to repay the 9.875% senior subordinated
notes;

o limit our ability to borrow additional funds or to obtain other
financing in the future for working capital, capital expenditures,
acquisitions, investments and general corporate purposes;

o limit our ability to dispose of our assets, create liens on our assets
or to extend credit;

o make us more vulnerable to economic downturns and reduce our
flexibility in responding to changing business and economic
conditions;

o limit our flexibility in planning for, or reacting to, changes in our
business or industry;

o place us at a competitive disadvantage to our competitors with less
debt; and

o restrict our ability to pay dividends, repurchase or redeem our
capital stock or debt, or merge or consolidate with another entity.

The terms of our indenture and senior credit facility allow us, under
specified conditions, to incur further indebtedness, which would heighten the
foregoing risks. If compliance with our debt obligations materially hinders our
ability to operate our business and adapt to changing industry conditions, we
may lose market share, our revenue may decline and our operating results may
suffer.

OUR FAILURE TO SATISFY COVENANTS IN OUR DEBT INSTRUMENTS WILL CAUSE A
DEFAULT UNDER THOSE INSTRUMENTS.

In addition to imposing restrictions on our business and operations, our
debt instruments include a number of covenants relating to financial ratios and
tests. Our ability to comply with these covenants may be affected by events
beyond our control, including prevailing economic, financial and industry
conditions. The breach of any of these covenants would result in a default under
these instruments. An event of default would permit our lenders and other
debtholders to declare all amounts borrowed from them to be due and payable,
together with accrued and unpaid interest. Moreover, these lenders and other
debtholders would have the option to terminate any obligation to make further
extensions of credit under these instruments. If we are unable to repay debt to
our senior lenders, these lenders and other debtholders could proceed against
our assets.

THE SIGNIFICANT COMPETITION IN THE COMPANION ANIMAL HEALTH CARE SERVICES
INDUSTRY COULD CAUSE US TO REDUCE PRICES OR LOSE MARKET SHARE.

The companion animal health care services industry is highly competitive
with few barriers to entry. To compete successfully, we may be required to
reduce prices, increase our operating costs or take other measures that could
have an adverse effect on our financial condition, results of operations,
margins and cash flow. If we are unable to compete successfully, we may lose
market share.

There are many clinical laboratory companies that provide a broad range of
laboratory testing services in the same markets we service. Our largest
competitor for outsourced laboratory testing services is Idexx Laboratories,
Inc., which currently competes or intends to compete in most of the same markets
in which we operate. Also, Idexx and several other national companies provide
on-site diagnostic equipment that allows veterinarians to perform their own
laboratory tests.

Our primary competitors for our animal hospitals in most markets are
individual practitioners or small, regional, multi-clinic practices. Also,
regional pet care companies and some national companies, including operators of
super-stores, are developing multi-regional networks of animal hospitals in
markets in which we operate. Historically, when a competing animal hospital
opens in close proximity to one of our hospitals, we have reduced prices,
expanded our facility, retained additional qualified personnel, increased our
marketing efforts or taken other actions designed to retain and expand our
client base. As a result, our revenue may decline and our costs increase.

WE MAY EXPERIENCE DIFFICULTIES HIRING SKILLED VETERINARIANS DUE TO
SHORTAGES THAT COULD DISRUPT OUR BUSINESS.

As the pet population continues to grow, the need for skilled veterinarians
continues to increase. If we are unable to retain an adequate number of skilled
veterinarians, we may lose customers, our revenue may decline and we may need to
sell or close animal hospitals. As of June 30, 2003, there were 28 veterinary
schools in the country accredited by the American Veterinary Medical
Association. These schools graduate approximately 2,100 veterinarians per year.
There is a shortage of skilled veterinarians across the country, particularly in
some regional markets in which we operate animal hospitals including Northern
California. During these shortages in these regions, we may be unable to hire
enough qualified veterinarians to adequately staff our animal hospitals, in
which event we may lose market share and our revenues and profitability may
decline.

IF WE FAIL TO COMPLY WITH GOVERNMENTAL REGULATIONS APPLICABLE TO OUR
BUSINESS, VARIOUS GOVERNMENTAL AGENCIES MAY IMPOSE FINES, INSTITUTE LITIGATION
OR PRECLUDE US FROM OPERATING IN CERTAIN STATES.

The laws of many states prohibit business corporations from providing, or
holding themselves out as providers of, veterinary medical care. These laws vary
from state to state and are enforced by the courts and by regulatory authorities
with broad discretion. As of June 30, 2003 we operated 64 animal hospitals in 11
states with these laws, including 21 in New York. We may experience difficulty
in expanding our operations into other states with similar laws. Given varying
and uncertain interpretations of the veterinary laws of each state, we may not
be in compliance with restrictions on the corporate practice of veterinary
medicine in all states. A determination that we are in violation of applicable
restrictions on the practice of veterinary medicine in any state in which we
operate could have a material adverse effect on us, particularly if we were
unable to restructure our operations to comply with the requirements of that
state.

All of the states in which we operate impose various registration
requirements. To fulfill these requirements, we have registered each of our
facilities with appropriate governmental agencies and, where required, have
appointed a licensed veterinarian to act on behalf of each facility. All
veterinarians practicing in our clinics are required to maintain valid state
licenses to practice.

ANY FAILURE IN OUR INFORMATION TECHNOLOGY SYSTEMS OR DISRUPTION IN OUR
TRANSPORTATION NETWORK COULD SIGNIFICANTLY INCREASE TESTING TURN-AROUND TIME,
REDUCE OUR PRODUCTION CAPACITY AND OTHERWISE DISRUPT OUR OPERATIONS.

Our laboratory operations depend, in part, on the continued and
uninterrupted performance of our information technology systems and
transportation network. Our growth has necessitated continued expansion and
upgrade of our information technology systems and transportation network.
Sustained system failures or interruption in our transportation network or in
one or more of our laboratory operations could disrupt our ability to process
laboratory requisitions, perform testing, provide test results in a timely
manner and/or bill the appropriate party. We could lose customers and revenue as
a result of a system or transportation network failure.

Our computer systems are vulnerable to damage or interruption from a
variety of sources, including telecommunications failures, electricity brownouts
or blackouts, malicious human acts and natural disasters. Moreover, despite
network security measures, some of our servers are potentially vulnerable to
physical or electrical break-ins, computer viruses and similar disruptive
problems. Despite the precautions we have taken, unanticipated problems
affecting our systems could cause interruptions in our information technology
systems. Our insurance policies may not adequately compensate us for any losses
that may occur due to any failures in our systems.

In addition, over time we have significantly customized the computer
systems in our laboratory business. We rely on a limited number of employees to
upgrade and maintain these systems. If we were to lose the services of some or
all of these employees, it may be time-consuming for new employees to become
familiar with our systems, and we may experience disruptions in service during
these periods.

Any substantial reduction in the number of available flights or delays in
the departure of flights, whether as a result of severe weather conditions, as
we recently experienced in the eastern United States, a terrorist attack or any
other type of disruption, will disrupt our transportation network and our
ability to provide test results in a timely manner. In addition, our Test
Express service, which services customers outside of major metropolitan areas,
is dependent on flight services in and out of Memphis and the transportation
network of Federal Express. Any sustained interruption in either flight services
in Memphis or the transportation network of Federal Express would

result in increased turn-around time for the reporting of test results to
customers serviced by our Test Express service.

THE LOSS OF MR. ROBERT ANTIN, OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER, COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

We are dependent upon the management and leadership of our Chairman,
President and Chief Executive Officer, Robert Antin. We have an employment
contract with Mr. Antin which may be terminated at the option of Mr. Antin. We
do not maintain any key man life insurance coverage for Mr. Antin. The loss of
Mr. Antin could materially adversely affect our business.

CONCENTRATION OF OWNERSHIP AMONG OUR EXISTING EXECUTIVE OFFICERS, DIRECTORS
AND PRINCIPAL STOCKHOLDERS MAY PREVENT NEW INVESTORS FROM INFLUENCING
SIGNIFICANT CORPORATE DECISIONS.

Our executive officers, directors and principal stockholders beneficially
own, in the aggregate, 25.4% of our outstanding common stock. As a result, these
stockholders are able to significantly affect our management, our policies and
all matters requiring stockholder approval. The directors supported by these
stockholders will be able to significantly affect decisions relating to our
capital structure, including decisions to issue additional capital stock,
implement stock repurchase programs and incur indebtedness. This concentration
of ownership may have the effect of deterring hostile takeovers, delaying or
preventing changes in control or changes in management, or limiting the ability
of our other stockholders to approve transactions that they may deem to be in
their best interests.

POLITICAL AND MILITARY EVENTS AND THE UNCERTAINTY RESULTING FROM THEM MAY
HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS.

The United States military's continuing involvement in Iraq, the terrorist
attacks which took place in the United States on September 11, 2001, the United
States military campaign against terrorism, ongoing violence in the Middle East
and the increasing concern with respect to developments in North Korea have
created many economic and political uncertainties, some of which may affect the
markets in which we operate, our operations and profitability and your
investment. The potential near-term and long-term effect that political
uncertainty, armed conflict and possible terrorist and other attacks may have
for our customers, the markets for our services and the U.S. economy are
uncertain. The consequences of our involvement in Iraq and any terrorist attacks
or other armed conflicts are unpredictable and we may not be able to foresee
events that could have an adverse effect on our markets, our business or your
investment.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary," "Risk Factors" and
elsewhere in this prospectus are forward-looking statements. We generally
identify forward-looking statements in this prospectus using words like
"believe," "intend," "expect," "estimate," "may," "should," "plan," "project,"
"contemplate," "anticipate," "predict" or similar expressions. These statements
involve known and unknown risks, uncertainties and other factors, including
those described in the "Risk Factors" section, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Except as
required by applicable law, including the securities laws of the United States,
and the rules and regulations of the Securities and Exchange Commission, we do
not plan to publicly update or revise any forward-looking statements after we
distribute this prospectus, whether as a result of any new information, future
events or otherwise.

Some of the information incorporated by reference into this prospectus is
based on market data and industry forecasts and projections, which we have
obtained from market research, publicly available information and industry
publications. These sources generally state that the information they provide
has been obtained from sources believed to be reliable, but that the accuracy
and completeness of this information are not guaranteed. The forecasts and
projections are based on industry surveys and the preparers' experience in the
industry and we cannot assure you that any of the projected amounts will be
achieved. Similarly, we believe that the surveys and market research others have
performed are reliable, but we have not independently verified this information.

-----------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY
SUPPLEMENT AND ANY INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR
ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY
INFORMATION THAT IS DIFFERENT. IF YOU RECEIVE ANY UNAUTHORIZED INFORMATION, YOU
MUST NOT RELY ON IT. YOU SHOULD DISREGARD ANYTHING WE SAID IN AN EARLIER
DOCUMENT THAT IS INCONSISTENT WITH WHAT IS INCLUDED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS OR ANY SUPPLEMENT IS CURRENT AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT PAGE OF THIS PROSPECTUS.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are incorporating by reference certain documents we file with the
Securities and Exchange Commission, which means that we can disclose important
information to you by referring you to those documents. The information in the
documents incorporated by reference is considered to be part of this prospectus.
Information in documents that we file with the Securities and Exchange
Commission after the date of this prospectus will automatically update and
supersede information in this prospectus. We incorporate by reference the
documents listed below and any future filings we may make with the Securities
and Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus:

o Our Annual Report on Form 10-K for the fiscal year ended December 31,
2002, filed with the Securities and Exchange Commission on March 27,
2003;

o Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2003, filed with the Securities and Exchange Commission on May 15,
2003;

o Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2003, filed with the Securities and Exchange Commission on August
13, 2003;

o Our Current Reports on Form 8-K filed with the Securities and Exchange
Commission on January 17, 2003, January 30, 2003, February 25, 2003,
February 26, 2003, April 25, 2003, July 23, 2003 and August 21, 2003;
and

o The description of our common stock contained in our Form 8-A filed
with the Securities and Exchange Commission on November 15, 2002, as
amended by our Form 8-A/A filed with the Securities and Exchange
Commission on November 16, 2002.

Information contained in this prospectus supplements, modifies or
supercedes, as applicable, the information contained in earlier-dated documents
incorporated by reference. Information contained in later-dated documents
incorporated by reference supplements, modifies or supersedes, as applicable,
the information contained in this prospectus or in earlier-dated documents
incorporated by reference. We have filed a registration statement on Form S-3
with the Securities and Exchange Commission regarding this offering. The
registration statement of which this prospectus is a part contains additional
relevant information about us and our capital stock and you should refer to the
registration statement and its exhibits to read that information. References in
this prospectus to any of our contracts or other documents are not necessarily
complete, and you should refer to the exhibits attached to the registration
statement for copies of the actual contract or document.

WHERE YOU CAN FIND MORE INFORMATION

You may read and copy the registration statement, the related exhibits and
the other material we file with the Securities and Exchange Commission at the
Securities and Exchange Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington D.C. 20549. You also can request copies of those documents,
upon payment of a duplication fee, by writing to the Securities and Exchange
Commission. Please call the Securities and Exchange Commission at (800) SEC-0330
for further information on the operation of the public reference rooms. The
Securities and Exchange Commission also maintains an internet site that contains
reports, proxy and information statements and other information regarding
issuers that file with the Securities and Exchange Commission. The site's
address is WWW.SEC.GOV.

We also will provide to you a copy of these filings at no cost. You may
request copies of these filings by writing or telephoning us as follows: 12401
West Olympic Boulevard, Los Angeles, California 90064-1022, Attention, Chief
Financial Officer, or 310-571-6500. In addition, you may access these filings at
our website. Our website's address is WWW.VCAANTECH.COM. The foregoing website
references are inactive textual references only.

You should rely only on the information contained in this prospectus,
including information incorporated by reference as described above, or any
prospectus supplement, that we have specifically referred you to. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents or
that any document incorporated by reference is accurate as of any date other
than its filing date. You should not consider this prospectus to be an offer or
solicitation relating to the securities in any jurisdiction in which such an
offer or solicitation relating to the securities is not authorized. Furthermore,
you should not consider this prospectus to be an offer or solicitation relating
to the securities if the person making the offer or solicitation is not
qualified to do so, or if it is unlawful for you to receive such an offer or
solicitation.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares by the selling
stockholders. All proceeds from the sale of the common stock under this
prospectus will be for the account of the selling stockholders. See "Selling
Stockholders" and "Plan of Distribution."

SELLING STOCKHOLDERS

The shares of our common stock to which this prospectus relates are being
registered for re-offers and resales by the selling stockholders named below. We
have registered these shares to permit the selling stockholders to resell the
shares when they deem appropriate. The selling stockholders may resell all, a
portion or none of their shares at any time. We do not know when or in what
amounts a selling stockholder may offer shares for sale under this prospectus.
The selling stockholders received the shares of our common stock covered by this
prospectus in connection with our recapitalization transaction on September 20,
2000.

The following table sets forth each selling stockholder, together with the
number of shares of our common stock owned by each stockholder before the
offering, the number of shares of our common stock being offered by each selling
stockholder under this prospectus and the number of shares of our common stock
owned by each stockholder upon completion of this offering. Our common stock
being offered under this prospectus is being offered for the account of the
selling stockholders. The selling stockholders are our employees, and each of
them has been our employee for the past three years. None of the selling
stockholders serve as one of our executive officers.

PERCENTAGE
NUMBER OF NUMBER OF OF SHARES
SHARES OF OUR NUMBER OF SHARES OF OF OUR
COMMON STOCK SHARES OF OUR COMMON COMMON
OWNED PRIOR OUR COMMON STOCK OWNED STOCK OWNED
TO THE STOCK BEING AFTER THE AFTER THE
SELLING STOCKHOLDER OFFERING OFFERED OFFERING (1) OFFERING
---------------------------- --------------- -------------- ------------- ------------

Kevin Bloss................. 50,333 (2) 8,335 41,998 *
Barrett Carrere............. 20,000 (3) 8,910 11,090 *
Jeff Edwards................ 16,905 (4) 13,905 3,000 *
Steven Elliott.............. 60,495 (5) 27,820 32,675 *
Brian Haas.................. 7,495 (6) 4,995 2,500 *
James Klaassen.............. 31,595 (7) 6,090 25,505 *
David Lewis................. 4,400 (8) 3,900 500 *
Mark Michael................ 51,985 (9) 15,465 36,520 *
Scott Moroff................ 44,972 (10) 43,905 1,067 *
David Proffer............... 21,495 (11) 19,995 1,500 *
Todd Tams................... 81,590 (12) 34,995 46,595 *
--------------------------- --------------- -------------- ------------- ------------
Total 391,265 188,315 202,950 *
=========================== =============== ============== ============= ============

* No selling stockholder beneficially owns shares of our common stock
representing 1% or more of our outstanding common stock.

------------
(1) Assumes the sale of all shares being offered by the selling stockholders.
No estimate can be given as to the amount of shares that will be held by
the selling stockholders after completion of this offering because the
selling stockholders may offer some or all of the shares and because there
are currently no agreements, arrangements or understandings with respect to
the sale of any of the shares held by the selling stockholders, whether or
not covered by this prospectus. See "Plan of Distribution."

(2) Includes 333 shares of our common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or prior to
September 29, 2003.

(3) Includes 10,000 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

(4) Includes 3,000 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

(5) Includes 10,500 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

(6) Includes 2,500 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

(7) Includes 1,600 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

(8) Includes 500 shares of our common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or prior to
September 29, 2003.

(9) Includes 9,202 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

(10) Includes 1,067 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

(11) Includes 1,500 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

(12) Includes 1,600 shares of our common stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to September 29, 2003.

We have filed a registration statement with the Securities and Exchange
Commission, of which this prospectus forms a part, to permit the public resale
of our common stock subject to this prospectus from time to time under Rule 415
under the Securities Act of 1933. Subject to the restrictions described in this
prospectus, the selling stockholders may offer for resale from time to time the
common stock offered under this prospectus. In addition, subject to the
restrictions described in this prospectus, the selling stockholders identified
above may sell, transfer or otherwise dispose of all or a portion of our common
stock being offered under this prospectus in transactions exempt from the
registration requirements of the Securities Act of 1933. See "Plan of
Distribution."

PLAN OF DISTRIBUTION

The common stock covered by this prospectus may be offered and sold at
various times by the selling stockholders. As used in this prospectus, "selling
stockholders" includes the selling stockholders named in the table above and
pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling stockholder as a gift, partnership distribution or
other non-sale-related transfer after the date of this prospectus. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. The selling stockholders are under no
obligation to sell all or any of the shares. The common stock may be sold by or
for the account of the selling stockholders in transactions on the Nasdaq
National Market, the over-the-counter market or otherwise. The sales may be made
at fixed prices, at market prices prevailing at the time or at privately
negotiated prices, by means of one or more of the following methods:

o a block trade in which the broker-dealer so engaged will attempt to
sell the common stock as an agent, but may position and resell a
portion of the block as a principal to facilitate the transaction;

o purchases by brokers, dealers or underwriters as principal and resale
by those purchasers for their own accounts under this prospectus;

o ordinary brokerage transactions in which the broker solicits
purchasers;

o in connection with the loan or pledge of the common stock registered
hereunder to a broker-dealer, and the sale of the common stock so
loaned or the sale of the shares so pledged upon a default;

o in connection with the writing of non-traded and exchanged-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter option;

o in privately negotiated transactions; or

o in a combination of any of the above methods.

In effecting sales, brokers or dealers engaged by the selling stockholder
may arrange for other brokers or dealers to participate in the resales. Brokers,
dealers or agents may receive compensation in the form of discounts, concessions
or commissions from the selling stockholders or from the purchasers, or from
both. This compensation may exceed customary commissions.

The aggregate proceeds to the selling stockholders from the sale of our
common stock offered by them under this prospectus will be the purchase price of
the shares less discounts, concessions and commissions, if any. Any commissions,
discounts, concessions or other fees, if any, are payable to brokers or dealers
in connection with any sale of the common stock will be borne by the selling
stockholders selling those shares.

In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in those jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and the selling stockholder complies with the
exemption.

The selling stockholders and any participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933 in
connection with the sale of any shares covered by this prospectus. In such
event, any commission, discount or concession these "underwriters" receive may
be deemed to be underwriting compensation. In addition, because selling
stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933, the selling stockholders will be subject to
the prospectus delivery requirements of the Securities Act of 1933.

To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. We will bear all
costs, expenses and fees in connection with the registration of the shares
(other than fees and expenses, if any, of legal counsel or other advisors to the
selling stockholders). We will not receive any of the proceeds of the sale of
our common stock by the selling stockholders.

LEGAL MATTERS

The validity of the common stock will be passed upon for us by our legal
counsel, Akin Gump Strauss Hauer & Feld LLP, Los Angeles, California.

EXPERTS

Our consolidated financial statements and schedules as of December 31, 2002
and 2001, and for each of the years in the three-year period ended December 31,
2002, have been incorporated by reference in this prospectus in reliance upon
the report of KPMG LLP, independent accountants, also incorporated by reference
in this prospectus, and upon the authority of KPMG LLP as experts in accounting
and auditing.

188,315 SHARES

VCA ANTECH, INC.

COMMON STOCK

------------

PROSPECTUS
------------

AUGUST 21, 2003

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table itemizes the expenses incurred by the registrant in
connection with the issuance and distribution of the securities being
registered. All the amounts shown are estimates except the Securities and
Exchange Commission registration fee. The selling stockholders will not bear any
these expenses in connection with the issuance and distribution of the
securities being registered.

Registration fee - Securities and Exchange Commission..................... $ 326
Accounting fees and expenses.............................................. 7,500
Legal fees and expenses................................................... 10,000
Miscellaneous............................................................. 5,000
-----------
22,826
Total..................................................................... ===========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware, empowers a corporation to indemnify any person who by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she acted in any of the capacities set forth above, against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted under
similar standards, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

Section 145 further provides that to the extent that a director or officer
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith; that indemnification provided
by, or granted pursuant to, Section 145 shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled; and
empowers the corporation to purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
against another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such
whether or not the corporation would have the power to indemnify him or her
against such liabilities under Section 145.

As permitted by Delaware law, our amended and restated certificate of
incorporation provides that no director of ours will be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a
director, except for the following:

o for liability for any breach of duty of loyalty to us or to our
stockholders;

o for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

o for unlawful payment of dividends or unlawful stock repurchases or
redemptions under Section 174 of the Delaware General Corporation Law; or

o for any transaction from which the director derived an improper personal
benefit.

Our amended and restated certificate of incorporation further provides that
we must indemnify our directors and executive officers and may indemnify our
other officers and employees and agents to the fullest extent permitted by
Delaware law. We believe that indemnification under our certificate of
incorporation covers negligence and gross negligence on the part of indemnified
parties. Our amended and restated bylaws provide us with the authority to
indemnify our directors, officers and agents to the full extent allowed by
Delaware law.

We have entered into indemnification agreements, the form of which is
incorporated by reference to Exhibit 10.13 to our registration statement on Form
S-1 filed August 9, 2001, with each of our directors and officers. These
agreements will require us to indemnify each director and officer for certain
expenses, including attorneys' fees, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in our right, arising out of the person's services as our director or
officer, any subsidiary of ours or any other company or enterprise to which the
person provides services at our request.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A. EXHIBITS

NUMBER EXHIBIT DESCRIPTION

4.1 Stockholders Agreement, dated as of September 20, 2000, by and among
Registrant, Green Equity Investors III, L.P., Co-Investment Funds and
Stockholders. Incorporated by reference to Exhibit 4.1 to the Registrant's
registration statement on Form S-1 filed August 9, 2001.

4.2 Amendment No. 1 to Stockholders Agreement, dated as of November 27, 2001,
by and among Registrant, Green Equity Investors III, L.P., GS Mezzanine
Partners II, L.P. and Robert Antin. Incorporated by reference to Exhibit
4.2 to Amendment No. 2 to the Registrant's registration statement on Form
S-1 filed October 31, 2001.

4.3 Amendment No. 2 to Stockholders Agreement, dated as of November 27, 2001,
by and among Registrant, Green Equity Investors III, L.P., GS Mezzanine
Partners II, L.P., Robert L. Antin, Arthur J. Antin and Tomas W. Fuller.
Incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the
Registrant's registration statement on Form S-3 filed January 17, 2003.

4.4 Indenture, dated as of November 27, 2001, by and between Vicar Operating,
Inc., the Guarantors (as defined therein), and Chase Manhattan Bank and
Trust Company, National Association. Incorporated by reference to Exhibit
4.1 to the Registrant's registration statement on Form S-4 filed February
1, 2002.

4.5 Credit and Guaranty Agreement, dated as of September 20, 2000, by and among
Registrant, Vicar Operating, Inc., certain subsidiaries of Registrant as
Guarantors, Goldman Sachs Credit Partners L.P., and Wells Fargo Bank,
National Association as Administrative and Collateral Agent. Incorporated
by reference

to Exhibit 4.5 to the Registrant's registration statement on Form S-1 filed
August 9, 2001.

4.6 First Amendment to Credit and Guaranty Agreement, dated as of October 23,
2000, by and among Registrant, Vicar Operating, Inc., certain subsidiaries
of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells
Fargo Bank, National Association as Administrative and Collateral Agent.
Incorporated by reference to Exhibit 4.10 to the Registrant's annual report
on Form 10-K filed March 29, 2002.

4.7 Second Amendment to Credit and Guaranty Agreement, dated as of November 16,
2001, by and among Registrant, Vicar Operating, Inc., certain subsidiaries
of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells
Fargo Bank, National Association as Administrative and Collateral Agent.
Incorporated by reference to Exhibit 4.11 to the Registrant's annual report
on Form 10-K filed March 29, 2002.

4.8 Third Amendment to Credit and Guaranty Agreement, dated as of March 20,
2002, by and among Registrant, Vicar Operating, Inc., certain subsidiaries
of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells
Fargo Bank, National Association as Administrative and Collateral Agent.
Incorporated by reference to Exhibit 4.12 to the Registrant's registration
statement on Form S-3 filed January 10, 2003.

4.9 Fourth Amendment to Credit and Guaranty Agreement, dated as of August 29,
2002, by and among Registrant, Vicar Operating, Inc., certain subsidiaries
of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells
Fargo Bank, National Association as Administrative and Collateral Agent.
Incorporated by reference to Exhibit 99.2 to the Registrant's current
report on Form 8-K filed September 3, 2002.

4.10 Fifth Amendment to Credit and Guaranty Agreement, dated as of October 24,
2002, by and among Registrant, Vicar Operating, Inc., certain subsidiaries
of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells
Fargo Bank, National Association as Administrative and Collateral Agent.
Incorporated by reference to Exhibit 10.1 to the Registrant's current
report on Form 8-K filed October 25, 2002.

4.11 Sixth Amendment to Credit and Guaranty Agreement, dated as of December 20,
2002, by and among Registrant, Vicar Operating, Inc., certain subsidiaries
of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells
Fargo Bank, National Association as Administrative and Collateral Agent.
Incorporated by reference to Exhibit 4.15 to the Registrant's registration
statement on Form S-3 filed January 10, 2003.

4.12 Seventh Amendment to Credit and Guaranty Agreement, dated as of January 29,
2003, by and among Registrant, Vicar Operating, Inc., certain subsidiaries
of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells
Fargo Bank, National Association as Administrative and Collateral Agent.
Incorporated by reference to Exhibit 4.17 to the Registrant's registration
statement on Form S-3 filed January 17, 2003.

4.13 Eight Amendment to Credit and Guaranty Agreement, dated as of August 19,
2003, by and among Registrant, Vicar Operating, Inc., certain subsidiaries
of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells
Fargo Bank, National Association as Administrative and Collateral Agent.
Incorporated by reference to Exhibit 4.1 to the Registrant's current report
on Form 8-K filed August 21, 2003.

4.14 Specimen Certificate for shares of common stock of Registrant. Incorporated
by reference to Exhibit 4.9 to Amendment No. 3 to the Registrant's
registration statement on Form S-1 filed November 16, 2001.

5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP, regarding the validity 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 in signature page).

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sale are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof; and

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provisions described herein, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 August 20, 2003.

VCA ANTECH, INC.

/s/ Robert L. Antin
------------------------------------------
By: Robert L. Antin
Its:Chairman of the Board, President and
Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Robert
L. Antin and Tomas W. Fuller, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and
re-substitution, for him and his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement and a new registration statement filed pursuant
to Rule 462(b) of the Securities Act of 1933 and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

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 indicated.

SIGNATURE TITLE DATE

/s/ Robert L. Antin
---------------------------- Chairman of the Board, President and August 20, 2003
Robert L. Antin Chief Executive Officer

/s/ Arthur J. Antin
---------------------------- Director, Chief Operating Officer,
Arthur J. Antin Senior Vice President and Secretary August 20, 2003

/s/ Tomas W. Fuller Chief Financial Officer, Principal
---------------------------- Accounting Officer, Vice President and
Tomas W. Fuller Assistant Secretary August 20, 2003

/s/ John M. Baumer
----------------------------
John. M. Baumer Director August 20, 2003

/s/ John G. Danhakl
----------------------------
John G. Danhakl Director August 20, 2003

/s/ John Heil
----------------------------
John Heil Director August 20, 2003

/s/ Peter J. Nolan
----------------------------
Peter J. Nolan Director August 20, 2003

/s/ Frank Reddick
----------------------------
Frank Reddick Director August 20, 2003

LIST OF EXHIBITS

NUMBER EXHIBIT DESCRIPTION

Partners L.P., and Wells Fargo Bank, National Association as Administrative
and Collateral Agent. Incorporated by reference to Exhibit 4.15 to the
Registrant's registration statement on Form S-3 filed January 10, 2003.

5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP, regarding the validity 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 in signature page).