SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ---------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VCA ANTECH, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-4097995 (State of incorporation or organization) (IRS Employer Identification No.) 12401 WEST OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064-1022 (Address of principal executive officer) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) please check the following box. |_| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d) please check the following box.. |X| Securities Act registration statement file number to which this form relates: 333-67128 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NAME OF EACH TITLE OF EACH CLASS EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ Common Stock, par value $0.001 per share The Nasdaq National Market* ---------- * Application for listing has been made pursuant to the requirements of The Nasdaq National Market INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. VCA Antech, Inc. hereby incorporates by reference the description of the Common Stock to be registered hereunder set forth under the captions entitled: "Description of Capital Stock" and "Shares Eligible for Future Sale" in the registrant's prospectus included as Part I of the registration statement on Form S-1, Registration No. 333-67128, originally filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), on August 9, 2001, and thereafter amended and supplemented, including amendments or supplements thereto set forth in any form of prospectus filed pursuant to Rule 424(b) under the Securities Act, which prospectus shall be deemed to be incorporated by reference into this Registration Statement. ITEM 2. EXHIBITS EXHIBIT DESCRIPTION Form of Amended and Restated Certificate of Incorporation of Registrant (filed as Exhibit 3.2 to Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-67128), and incorporated herein by reference) Form of Amended and Restated Bylaws of the Registrant (originally filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-67128), and incorporated herein by reference) Specimen Certificate for shares of common stock of VCA Antech, Inc. (filed as Exhibit 4.6 to Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-67128), and incorporated herein by reference) Page 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. VCA ANTECH, INC. Dated: November 16, 2001 By: /s/ Tomas W. Fuller --------------------------- Name: Tomas W. Fuller Title: Chief Financial Officer Page 3 EXHIBIT INDEX EXHIBIT DESCRIPTION Amended and Restated Certificate of Incorporation of Registrant (filed as Exhibit 3.2 to Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-67128), and incorporated herein by reference) Amended and Restated Bylaws of the Registrant (originally filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-67128), and incorporated herein by reference) Specimen Certificate for shares of common stock of VCA Antech, Inc. (filed as Exhibit 4.6 to Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-67128), and incorporated herein by reference) Page 4