As filed with the Securities and Exchange Commission on November 1, 2010
Registration No. 333-144889
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PET DRX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 700 | | 56-2517815 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification No.) |
| | | |
| 12401 West Olympic Boulevard |
Los Angeles, California 90064-1022 (310) 571-6500 (Address of Principal Executive Offices, including Zip Code and Telephone Number) |
Tomas W. Fuller
Chief Financial Officer
VCA Antech, Inc.
12401 West Olympic Boulevard
Los Angeles, California 90064-1022
(310) 571-6500
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copy to:
Julie M. Kaufer, Esq.
Akin Gump Strauss Hauer & Feld LLP
2029 Century Park East, Suite 2400
Los Angeles, California 90067
(310) 229-1000
Approximate date of commencement of proposed sale of the securities to the public: Not Applicable
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o Accelerated Filer o
Non-accelerated Filer o (Do not check if a smaller reporting company) Smaller reporting company x
Deregistration of Securities
On July 26, 2007, Pet DRx Corporation, a Delaware corporation (the “Company”), filed a registration statement on Form S-4, as amended (File No. 333-144889) (the “Registration Statement”), registering 17,941,180 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).
On November 1, 2010, pursuant to the terms of the Merger Agreement, dated as of June 2, 2010, by and among the Company, VCA Antech, Inc. and Snow Merger Acquisition, Inc., the Company merged with and into Snow Merger Acquisition, Inc., with the Company as the surviving entity (the “Merger”).
In connection with the Merger, this Post-Effective Amendment No. 5 is being filed to deregister all shares of Common Stock registered under the Registration Statement that remain unissued.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 5 to its registration statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Los Angeles, State of California, on November 1, 2010.
| | PET DRX CORPORATION | |
| | | | |
| | By: | /s/ Robert L. Antin | |
| | Name: | Robert L. Antin | |
| | Title: | President and Chief Executive Officer | |
| | | | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 5 to the Registration Statement on Form S-4, File No. 333-144889, has been signed by the following persons in the capacities and on the dates indicated below.
| | | | |
| | | | | |
| /s/ Robert L. Antin | | | | |
| Robert L. Antin | | Director, President and Chief Executive Officer | | November 1, 2010 |
| | | | | |
| /s/ Arthur J. Antin | | | | |
| Arthur J. Antin | | Director | | November 1, 2010 |
| | | | | |
| /s/ Tomas W. Fuller | | | | |
| Tomas W. Fuller | | Director, Chief Financial Officer, Treasurer, Secretary and Vice President | | November 1, 2010 |
| | | | | |
| /s/ Dawn Olsen | | | | |
| Dawn Olsen | | Vice President and Controller | | November 1, 2010 |
| | | | | |
| /s/ Neil Tauber | | | | |
| Neil Tauber | | Director, Senior vice PResident and Assistant Secretary | | November 1, 2010 |
| | | | | |
