As filed with the Securities and Exchange Commission on September 12, 2017
Registration
No. 333-114471
Registration
No. 333-108135
Registration
No. 333-102821
Registration
No. 333-102439
Registration
No. 333-36604
Registration
No. 333-41507
Registration
No. 333-18261
Registration
No. 333-08441
Registration
No. 333-07677
Registration
No. 333-00376
Registration
No. 333-00324
Registration
No. 033-97682
Registration
No. 033-92582
Registration
No. 033-91678
Registration
No. 033-80212
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM
S-3
REGISTRATION STATEMENT NO.
333-114471
FORM
S-3
REGISTRATION STATEMENT NO.
333-108135
FORM
S-3
REGISTRATION STATEMENT NO.
333-102821
FORM
S-3
REGISTRATION STATEMENT NO.
333-07677
FORM
S-3
REGISTRATION STATEMENT NO.
333-00376
FORM
S-3
REGISTRATION STATEMENT NO.
333-00324
FORM
S-3
REGISTRATION STATEMENT
NO. 033-92582
FORM
S-3
REGISTRATION STATEMENT
NO. 033-91678
FORM
S-3
REGISTRATION STATEMENT
NO. 033-80212
POST-EFFECTIVE AMENDMENT NO. 2 TO:
FORM
S-3
REGISTRATION STATEMENT NO.
333-102439
FORM
S-3
REGISTRATION STATEMENT NO.
333-36604
FORM
S-3
REGISTRATION STATEMENT NO.
333-08441
POST-EFFECTIVE AMENDMENT NO. 3 TO:
FORM
S-3
REGISTRATION STATEMENT NO.
033-97682
POST-EFFECTIVE AMENDMENT NO. 4 TO:
FORM
S-3
REGISTRATION STATEMENT NO.
333-41507
POST-EFFECTIVE AMENDMENT NO. 5 TO:
FORM
S-3
REGISTRATION STATEMENT NO.
333-18261
Under
The
Securities Act of 1933
VCA INC.
(Exact name of
registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-4097995
(I.R.S. Employer Identification No.)
12401 West Olympic Boulevard
Los Angeles, California 90064-1022
(310)
571-6500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
VCA Inc. 2015 Equity Incentive Plan
VCA Antech, Inc. 2006 Equity Incentive Plan
2001 Stock Incentive Plan, as amended
Robert L. Antin
Chief
Executive Officer and President
VCA Inc.
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)
Copy to:
Frank
Reddick
Akin Gump Strauss Hauer & Feld LLP
1999 Avenue of the Stars
Suite 600
Los Angeles,
CA 90067-6022
(310)
728-3204
Approximate date of commencement of proposed sale of the securities to the public: N/A.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on 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 interest reinvestment plans, check the following box. ☐
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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of VCA Inc., a Delaware corporation (the Company),
on Form
S-3
(collectively, the Registration Statements) filed by the Company with the Securities and Exchange Commission (the SEC):
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Registration Statement
No. 333-114471,
originally filed with the SEC on April 14, 2004, registering $250,000,000 in securities of the Company and 6,846,937 shares of
common stock, par value $0.001 per share, of the Company (Common Stock);
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Registration Statement
No. 333-108135,
originally filed with the SEC on August 21, 2003, registering 188,315 shares of Common Stock;
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Registration Statement
No. 333-102821,
originally filed with the SEC on January 30, 2003, registering 10,050,000 shares of Common Stock;
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Registration Statement
No. 333-102439,
originally filed with the SEC on January 10, 2003, registering 9,000,000 shares of Common Stock;
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Registration Statement
No. 333-36604,
originally filed with the SEC on May 9, 2000, registering 170,867 shares of Common Stock;
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Registration Statement
No. 333-41507,
originally filed with the SEC on December 4, 1997, registering 192,580 shares of Common Stock;
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Registration Statement
No. 333-18261,
originally filed with the SEC on December 19, 1996, registering 801,081 shares of Common Stock;
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Registration Statement
No. 333-08441,
originally filed with the SEC on July 19, 1996, registering $37,100,000 in securities of the Company and 1,080,059 shares of Common
Stock;
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Registration Statement
No. 333-07677,
originally filed with the SEC on July 5, 1996, registering 460,563 shares of Common Stock;
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Registration Statement
No. 333-00376,
originally filed with the SEC on January 18, 1996, registering 131,083 shares of Common Stock;
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Registration Statement
No. 333-00324,
originally filed with the SEC on January 17, 1996, registering 156,303 shares of Common Stock;
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Registration Statement
No. 033-97682,
originally filed with the SEC on October 3, 1995, registering 4,124,400 shares of Common Stock;
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Registration Statement
No. 033-92582,
originally filed with the SEC on May 22, 1995, registering 184,062 shares of Common Stock;
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Registration Statement
No. 033-91678,
originally filed with the SEC on April 27, 1995, registering 673,007 shares of Common Stock; and
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Registration Statement
No. 033-80212,
originally filed with the SEC on June 14, 1994, registering 186,000 shares of Common Stock.
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On September 12, 2017, pursuant to an Agreement and Plan of Merger, dated January 7, 2017, by and among the Company, MMI Holdings,
Inc. a Delaware corporation (Acquiror), Venice Merger Sub Inc., a Delaware corporation (Merger Sub) and, solely for the purposes of Section 9.15 thereof, Mars, Incorporated, a Delaware corporation, Merger Sub was merged
with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Acquiror. In connection with the Merger, as of the date hereof, the Company has terminated all offerings of the Companys
securities pursuant to the Registration Statements.
As a result of the completion of the Merger, the Company has terminated all offerings
of the Companys securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration
Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes and withdraws from
registration all of such securities registered but unsold under the Registration Statements, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements on Form
S-3
to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on September 12, 2017.
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VCA INC.
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By:
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/s/ Robert L. Antin
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Name:
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Robert L. Antin
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Title:
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Chief Executive Officer
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No other person is required to sign the Post-Effective Amendments to the Registration Statements in reliance upon Rule
478 under the Securities Act of 1933.
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