On January 10, 2008 the Board of Directors elected Keith Rosenbloom to serve as a member of the Board of Directors of the Company. Mr. Rosenbloom, age 39, served as a director of XLNT from March 2005 until the Merger. Mr. Rosenbloom has served as the Managing Member of the CARE Capital Group, an investment company focused on investing in hedge funds and creating specialized alternative investment opportunities since September 2003 until the present. He previously served as Portfolio Manager for both the CARE Fund, Care Market Neutral Fund and the ComVest Absolute Return Fund since their inception in 2002.
The compensation of our executive officers and directors is described in the Proxy Statement/Prospectus in the section entitled “XLNT Compensation Discussion and Analysis” beginning on page 157, which is incorporated herein by reference, except as supplemented and modified below.
On November 29, 2007, the board of directors of XLNT granted options to purchase common stock of XLNT to Messrs. Johnson, Eisenhauer and Villasana in the amounts and with the exercise prices per share of common stock of XLNT shown in the table below, as contemplated by their respective employment agreements. As a result of the Merger, these options have been automatically adjusted so that when exercisable in accordance with their terms, they will be exercisable for Common Stock of the Company as set forth below.
On January 10, 2008, the Company granted options to purchase Common Stock of the Company to Messrs. Wallace, Johnson, Eisenhauer, and Villasana in the amounts shown in the table below, as contemplated by their respective employment agreements.
The material terms of these options are set forth on pages 162 through 164 of the Proxy Statement/Prospectus, as supplemented below with respect to Mr. Wallace.
On July 24, 2007 XLNT entered into an employment agreement with Robert Wallace pursuant to which he served as chief executive officer of XLNT responsible for investor relations, business development and strategic vision. Mr. Wallace will continue to serve as chief executive officer of Pet DRx following the Merger with responsibility for the same areas. The term of the agreement is for three (3) years but shall automatically renew for successive one (1) year periods unless terminated by either party with at least thirty (30) days advance written notice. The agreement with Mr. Wallace provides for an annual base salary of $300,000. The employment agreement also provides that Mr. Wallace will be eligible to receive an annual cash performance bonus in an amount equal to at least fifty percent (50%) of his annual base salary upon the achievement of certain performance objectives as determined by the board of directors. The board has not yet set the performance objectives for Mr. Wallace for his 2007 fiscal year cash performance bonus. Pursuant to the employment agreement, Mr. Wallace shall be granted an option to purchase that number of shares of common stock of Pet DRx as equals one-half percent of the issued and outstanding shares thereof calculated immediately following the consummation of the Merger. The option will vest in monthly installments over forty-eight (48) months following the date of grant. Under the terms of the agreement, if Pet DRx terminates Mr. Wallace’s employment for any reason other than “cause,” or if he terminates his employment with Pet DRx for “good reason” (each as defined in the employment agreement), he is entitled to receive an amount equivalent to twelve (12) months of his then in effect Base Salary, the option described above will vest in full, and the cost of the first twelve (12) months of Mr. Wallace’s COBRA health continuation coverage will be covered by XLNT. Mr. Wallace must execute a mutual release agreement to receive his severance. In addition, the agreement provides that if any payments or benefits are “excess parachute payments” under federal tax law and are subject to federal excise tax (i.e., are associated with a change in control of the Company and exceed a certain level), Mr. Wallace will be entitled to an additional payment to put him in the same after-tax position as if no excise tax had been incurred. The agreement also contains certain confidentiality covenants. The Company has assumed the obligations of the employment agreement with Mr. Wallace.
Certain Relationships and Related Transactions
Certain relationships and related party transactions are described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships and Related Transactions of Echo” beginning on page 156, and the section entitled “XLNT Compensation Discussion and Analysis – Related Persons Transactions” beginning on page 166, which are both incorporated herein by reference.
On September 26, 2007, Galen Partners IV, L.P. received a warrant to purchase 80,500 shares of common stock of XLNT with an exercise price of $4.75 for consulting services rendered on behalf of XLNT in connection with the Merger. Galen Partners IV, L.P., Galen Partners International IV, L.P., and Galen Employee Fund IV, L.P. (collectively, the “Galen entities”) were greater than 5% shareholders of XLNT and are greater than 5% shareholders of the Company, and Zubeen Shroff, a director of XLNT and a director of the Company, serves as a managing member of the general partner of Galen Partners IV, L.P. and Galen Partners International IV, L.P.
In December, 2007, Steven T. Johnson, the President, Chief Operating Officer and a director of XLNT and the President, Chief Operating Officer and a director of the Company, purchased 500 shares of Series B preferred stock at a purchase price of $450 per share.
In connection with obtaining stockholder approval of the Merger and the Merger Agreement, as described in the Proxy Statement/Prospectus in the section entitled “Special Meeting – Vote Required” on page 43, the merger proposal required that holders of less than 20% of the shares of Echo's Common Stock issued in Echo’s initial public offering (approximately 1.4 million shares) vote against the merger and demand conversion of their shares into a pro rata portion of Echo’s trust fund established in connection with Echo’s initial public offering. As of January 2, 2008, Echo believed that holders of approximately 4.3 million shares of Common Stock had either delivered proxy cards indicating a vote against the merger proposal or had advised Echo and its advisors that they intended to vote against the merger proposal and demand conversion of their shares.
Certain investors expressed interest in purchasing outstanding shares of Echo Common Stock and using their reasonable efforts to assist brokers in causing such shares to be voted in favor of the Merger. These investors indicated that any purchases would be conditioned upon receiving additional shares of Common Stock or options to purchase additional shares of Common Stock from Echo’s founders or shares of XLNT common stock which would be exchanged for Common Stock upon the completion of the Merger. The Echo founders agreed to deliver or have caused to be delivered to the various investors an aggregate of approximately 615,000 shares of Common Stock or options to purchase shares of Common Stock and XLNT issued approximately 415,000 shares of XLNT common stock which will be exchanged for approximately 321,000 shares of Common Stock as a result of the Merger. Each option on Common Stock provided by the Echo founders has an exercise price of $0.0001 per share. These options are not exercisable until the underlying shares are released from the escrow established at the time of Echo’s initial public offering and any applicable lock-up agreements have expired. The options have a term of one year from the date on which they become exercisable. The investors are also entitled to certain demand and piggyback registration rights that were granted to the Echo founders in respect of their shares issued prior to Echo’s initial public offering. Certain of the Echo founders have also agreed to provide limited make-whole protection as well as personal guaranties in the event the value of the shares acquired by an investor fall below a negotiated level based on the investor's average per share basis as well as expense reimbursement in the form of a put option covering 100,000 shares of Echo common stock at a price of approximately $7.50 per share, subject to adjustment).
The investors acquired approximately 2.9 million shares of Common Stock in privately negotiated transactions with various Echo stockholders who were stockholders of Echo as of the November 7, 2007 record date for Echo’s Special Meeting of Stockholders and who had voted against the Merger and submitted their shares for conversion into a pro rata share of Echo’s trust fund established in connection with Echo’s initial public offering. These shares were purchased at approximately $8.10 per share as a result of such negotiations which price approximated the per share amount that would be received upon conversion of such shares.
In connection with the private placement by XLNT in February 2006 of 7,860,834 shares of Series A convertible preferred stock for net cash proceeds of $17.3 million, for services rendered on behalf of the placement agent, Keith Rosenbloom received for services rendered on behalf of the placement agent and as a partner of the placement agent an aggregate of $210,608 in cash and agent's warrants to purchase 129,780 shares of Series A convertible preferred stock with an exercise price per share of $2.40.
In connection with the private placement by XLNT in February 2007 of 32,434 shares of Series B convertible preferred stock for net cash proceeds of $13.6 million, as well as the term loan of $12.0 million obtained from Fifth Street Mezzanine Partners II, L.P, for services rendered on behalf of the placement agent for such transactions and as a partner of the placement agent, Keith Rosenbloom received an aggregate of $567,370 in cash.
Director Independence
Our Board of Directors has determined that Messrs. Johnston, Martin and Shroff are “independent” as that term is defined under the rules and regulations of the Nasdaq Stock Market. The
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Company has applied to list its Common Stock on the Nasdaq Capital Market and intends to move to the Nasdaq Global Market when eligible.
The Board of Directors believes that Messrs. Kanter and Burleson are also “independent” as that term is defined under the rules and regulations of the Nasdaq Stock Market, but the Board has not yet made a final determination because of an ambiguity in the rules of the Nasdaq Stock Market. Under the rules of the Nasdaq Stock Market, “independent director” means a person other than an executive officer or employee of the listed company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. A director who is, or at any time during the past three years was, employed by the listed company shall not be considered independent. The Board of Directors believes that these rules do not preclude the Board from determining that Messrs. Burleson and Kanter are independent because (i) they are not executive officers or employees of the Company, and (ii) they have not been employed by the Company within the past three years, although they did serve as officers of Echo without compensation prior to the Merger. The Company plans to seek guidance from Nasdaq regarding the application of its independence rules to Messrs. Kanter and Burleson.
Legal Proceedings
The legal proceedings involving the Company are described in the Proxy Statement/Prospectus in the sections entitled “Information About XLNT” beginning on page 116 and “Information About Echo” beginning on page 134, which are both incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Information about the market price, number of stockholders and dividends for our securities is described in the Proxy Statement/Prospectus in the sections entitled “Per Share Market Price Information” beginning on page 39 and “Price Range of Securities and Dividends” beginning on page 174, which are both incorporated herein by reference.
Recent Sales of Unregistered Securities
Reference is made to Item 15 of Amendment 11 to our Form S-1 (File No. 333-126650) filed March 8, 2006, and Item 3.02 of our Form 8-K filed March 24, 2006, which are both incorporated herein by reference.
Description of Registrant’s Securities
Our securities are described in the Proxy Statement/Prospectus in the section entitled “Description of Echo’s Securities Following the Merger” beginning on page 174, which is incorporated herein by reference.
Indemnification of Directors and Officers
Information about the indemnification of our directors and officers is described in the Proxy Statement/Prospectus in the section entitled “Limitation of Liability and Indemnification of Directors” beginning on page 176 and under Item 20 of Part II of Amendment No. 4 to our Registration Statement on Form S-4 (file no. 333-144889) filed with the SEC on November 8, 2007, which are both incorporated herein by reference.
Changes in Accountants
Reference is made to the disclosure set forth under Item 4.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
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Financial Statements and Supplementary Data
Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Financial Statements and Exhibits
Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial statements and supplementary data of the Company, which is incorporated herein by reference.
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Item 2.02. | Results of Operations and Financial Condition. |
Reference is made to the disclosure set forth under Item 9.01 of this current report on Form 8-K concerning financial information, which is incorporated herein by reference.
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Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
As a result of the Merger, the Company’s consolidated indebtedness will include convertible notes in aggregate principal amount of $ 2.82 million previously issued by XLNT (the “XLNT Convertible Debt”) that were not converted prior to the Effective Time. The material terms of the XLNT Convertible Debt did not change in the Merger, except that the XLNT Convertible Debt is now convertible into the number of shares of Common Stock of the Company equal to the number of shares of XLNT common stock originally underlying such note multiplied by the Exchange Ratio. Interest on the XLNT Convertible Debt ranges from 7% to 8% per annum, and such debt matures in on various between 2010 and 2012.
The full text of the form of convertible promissory note is attached as Exhibit 10.27 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 3.03. | Material Modification to Rights of Security Holders. |
Reference is made to the disclosure set forth under Item 5.03 of this Current Report on Form 8-K concerning an amendment to the Company’s Certificate of Incorporation, which is incorporated herein by reference.
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Item 4.01 | Changes in Registrant’s Certifying Accountant. |
In connection with the completion of the Merger, on January 7, 2008, the Audit Committee of the Board of Directors of the Company selected Singer Lewak Greenbaum & Goldstein LLP (“SLGG”) as the Company’s principal accountant and auditor and dismissed Eisner LLP (“Eisner”) as of such date. SLGG has served as XLNT’s principal accountant and auditor since February 2006.
Eisner’s report on the financial statements of the Company for the two fiscal years ended December 31, 2005 and December 31, 2006 did not contain an adverse opinion or a disclaimer of opinion, nor it was qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two fiscal years ended December 31, 2006 and December 31, 2007 and through January 6, 2008 there were no disagreements between the Company and Eisner LLP on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure that, if not resolved to Eisner’s satisfaction, would have caused it to make reference to the matter in conjunction with its report on the Company’s consolidated financial statements for the relevant year; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
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The Company provided Eisner with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Eisner’s letter, dated January 7, 2008, stating whether or not it agrees with such statements.
During the two fiscal years ended December 31, 2006 and December 31, 2007 and through January 9, 2008, the Company (i) did not consult SLGG with respect to the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters or reportable events as set forth in Item 304 of Regulation S-K, other than consultations by XLNT in the context of XLNT’s existing audit engagement of Singer, and (ii) has not had any disagreement with SLGG regarding any of the matters described in Item 304(a)(2) of Regulation S-K. The Company asked that SLGG review the information set forth in this paragraph and in the first paragraph of this Item 4.01 before this Current Report on Form 8-K was filed with the SEC.
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Item 5.01. | Changes in Control of Registrant |
Reference is made to the disclosure set forth under Item 1.01 and 2.01 of this Current Report on Form 8-K, which are incorporated herein by reference.
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Reference is made to the disclosure set forth in the Proxy Statement/Prospectus in the sections entitled “Directors and Management of Echo Following the Merger” beginning on page 151, and “Certain Relationships and Related Transactions of Echo” beginning on page 156, which are incorporated herein by reference.
As of the Effective Time of the Merger, Messrs. Eugene Bauer, Alastair Clemow, Gary Brukardt, and Kevin Pendergest resigned from the Board of Directors as contemplated by the Merger Agreement. As of the Effective Time and as contemplated by the Merger Agreement, Joel Kanter resigned as President, Kevin Pendergest resigned as Chief Financial Officer, and Gene Burleson resigned as Chief Executive Officer of the Company. Messrs. Burleson and Kanter remain directors of the Company, and Mr. Burleson remains Chairman of the Board. As of the Effective Time, Messrs, Zubeen Shroff, Richard Johnston, J. David Reed, Robert Wallace and Steven T. Johnson became directors of the Company.
On January 10, 2008 the Board of Directors elected Keith Rosenbloom to serve as a member of the Board of Directors of the Company. As a non-management member of the Board, Mr. Rosenbloom will receive the same standard compensation paid to other non-management directors for service on the Board and its committees, as described under “Executive Compensation” in Item 2.01 of this Form 8-K which is incorporated herein by reference. Mr. Rosenbloom was elected to serve as a director of the Company pursuant to the terms of the Board Voting Agreement, which is described in Item 1.01 of this Form 8-K and is incorporated herein by reference. Reference is made to “Certain Relationships and Related Transactions”, and “Director Independence” under Item 2.01 of this Form 8-K, which are incorporated herein by reference for a description of any transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Mr. Rosenbloom that are required to be disclosed by Item 404(a) of Regulation S-K.
For information regarding our current directors and executive officers, see “Directors and Executive Officers” in Item 2.01 above.
On January 4, 2008, the stockholders of the Company approved the Pet DRx Corporation 2007 Stock Incentive Plan. Reference is made to the disclosure set forth in the Proxy Statement/Prospectus in the section entitled “The Stock Incentive Plan Proposal” beginning on page 106, which is incorporated herein by reference
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Item 5.03. | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the Merger, on January 4, 2008, the Company amended and restated its Certificate of Incorporation to: (i) increase the number of authorized shares of common stock from 25,000,000 shares to 90,000,000 shares and the authorized shares of preferred stock from 1,000,000 shares to 10,000,000 shares, which will result in an increase in the total number of authorized shares of capital stock from 26,000,000 to 100,000,000, (ii) remove the preamble and Sections A through E of Article Sixth of the Certificate of Incorporation (to remove certain provisions related to a business combination that were put in place as a result of our being a blank check company) and (iii) change Echo’s name from “Echo Healthcare Acquisition Corp.” to “Pet DRx Corporation” as further described in the section of the Proxy Statement/Prospectus entitled “The Amendment Proposal” beginning on page 105, which is incorporated herein by reference.
On January 10, 2008 and effective immediately, the Board of Directors of the Company adopted amendments to the Company’s Bylaws. The amendments permit the interests of stockholders to be evidenced by uncertificated shares of stock of the Company, which are maintained on the transfer agent’s records, but for which stock certificates have not been issued. The amendments were necessary in order to list the Company’s securities on The Nasdaq Stock Market. A copy of the Amended and Restated Bylaws of the Company is attached hereto as Exhibit 3.2.
The foregoing description of the amendments to the Company’s Certificate of Incorporation and Bylaws are qualified in their entirety by reference to the full text of such documents as amended and restated, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 5.06. | Change in Shell Company Status. |
As a result of the Merger, which fulfilled the definition of an initial business combination as required by Echo’s Certificate of Incorporation, the Company ceased to be a shell company as of the Effective Time. The material terms of the Merger are described in the Proxy Statement/Prospectus in the sections entitled “The Merger Proposal” beginning on page 46 and “The Merger Agreement” beginning on page 90, which are both incorporated herein by reference.
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Item 9.01. | Financial Statements And Exhibits. |
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(a) | Financial Statements of Business Acquired. |
The following Financial Statements are set forth on Exhibit 99.1 to this Current Report on Form 8-K, which are incorporated herein by reference.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF XLNT VETERINARY CARE, INC.
Consolidated Balance Sheets as of September 30, 2007 (unaudited) and December 31, 2006
Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006
Unaudited Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2007 and 2006
Notes to Consolidated Financial Statements
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
Consolidated Balance Sheets as of December 31, 2006 and 2005
Consolidated Statements of Operations for the years ended December 31, 2006 and 2005, the period from March 10, 2004 (inception) through December 31, 2004 and for the predecessor period from January 1, 2004 through September 30, 2004
Consolidated Statements of Cash Flows for the years ended December 31, 2006 and 2005, the period from March 10, 2004 (inception) through December 31, 2004 and for the predecessor period from January 1, 2004 through September 30, 2004
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2006 and 2005
Notes to Consolidated Financial Statements
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(b) | Pro Forma Financial Information |
The following Pro Forma Financial Statements are set forth on Exhibit 99.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
INDEX TO PRO FORMA FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2007
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2007
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2006
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
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(c) | Exhibits: |
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| Exhibits filed with this report are marked “*” in the table below. |
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Exhibit
No. | Description |
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2.1 | Second Amended and Restated Agreement and Plan of Merger dated October 23, 2007 by and among Echo Healthcare Acquisition Corp., Pet DRx Acquisition Company and XLNT Veterinary Care, Inc. (Incorporated by reference to Exhibit 2.1 of the Registrant’s Registration Statement on Form S-4, as amended, filed on November 8, 2007.) |
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3.1* | Amended and Restated Certificate of Incorporation of Pet DRx Corporation |
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3.2* | Amended and Restated By-laws of Pet DRx Corporation |
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4.1* | Specimen Common Stock Certificate |
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4.2* | Specimen Unit Certificate |
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4.3* | Specimen Warrant Certificate |
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4.4 | Form of Warrant Agent Agreement by and between Corporate Stock Transfer, Inc. and the Registrant. (Incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-1, as amended, filed on February 2, 2006.) |
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4.5 | Warrant Clarification Agreement by and between Registrant and Corporate Stock Transfer, Inc. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 10-Q filed on March 20, 2007.) |
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10.1 | Form of Restated Investment Management Trust Agreement by and between Corporate Stock Transfer, Inc. and the Registrant. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1, as amended, filed on February 2, 2006.) |
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10.2 | Form of Stock Escrow Agreement by and among the Registrant, Corporate Stock Transfer, Inc. and the Existing Stockholders. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1, as amended, filed on February 2, 2006.) |
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10.3 | Form of Registration Rights Agreement by and among the Registrant and the Existing Stockholders. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1, as amended, filed on February 2, 2006.) |
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10.4 | Form of Restated Warrant Purchase Agreement. (Incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1, as amended, filed on February 2, 2006.) |
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10.5 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Eugene A. Bauer. (Incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.6 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Gary A. Brukardt. (Incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.7 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Gene E. Burleson. (Incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.8 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Alastair Clemow. (Incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.9 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Joel Kanter. (Incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.10 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Richard Martin. (Incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.11 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Kevin Pendergest. (Incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.12 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Windy City, Inc. (Incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.13 | Letter Agreement by and among the Registrant, Morgan Joseph & Co. Inc. and Chicago Investments, Inc. (Incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1, as amended, filed on March 8, 2006.) |
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10.14 | Form of Unit Option Purchase Agreement by and among the Registrant, Morgan Joseph & Co. and Roth Capital Partners, LLC. (Incorporated by reference to Exhibit 10.26 of the Registrant’s Registration Statement on Form
S-11, as amended, filed on February 2, 2006.) |
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10.15 | Founding Director Warrant Purchase Agreement by and among the Registrant and Certain Directors of the Registrant. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on March 24, 2006.) |
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10.16* | Executive Employment Agreement by and between XLNT Veterinary Care, Inc. and Robert Wallace |
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10.17 | Executive Employment Agreement by and between XLNT Veterinary Care, Inc. and Steven Johnson (Incorporated by reference to Exhibit 10.30 of the Registrant’s Registration Statement on Form S-4, as amended, filed on November 11, 2007.) |
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10.18 | Executive Employment Agreement by and between XLNT Veterinary Care, Inc. and Gregory Eisenhauer (Incorporated by reference to Exhibit 10.31 of the Registrant’s Registration Statement on Form S-4, as amended, filed on November 11, 2007.) |
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10.19 | Executive Employment Agreement by and between XLNT Veterinary Care, Inc. and George Villasana (Incorporated by reference to Exhibit 10.32 of the Registrant’s Registration Statement on Form S-4, as amended, filed on November 11, 2007.) |
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10.20* | Board Voting Agreement dated as of January 4, 2008 by and among the Registrant and Certain Stockholders named on the signature pages thereof |
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10.21 | 2007 Pet DRx Corporation Stock Incentive Plan (Incorporated by reference to Exhibit 10.28 of the Registrant’s Registration Statement on Form S-4, as amended, filed on November 11, 2007.) |
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10.22* | Form of Indemnification Agreement for Executive Officers and Directors by and between XLNT Veterinary Care, Inc. and Certain Executive Officers and Directors of XLNT Veterinary Care, Inc. |
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10.23* | XLNT Veterinary Care, Inc. 2004 Stock Option Plan, as amended |
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10.24* | Form of XLNT Veterinary Care, Inc. Non-Qualified Stock Option Agreement by and between XLNT Veterinary Care, Inc. and Certain Employees of XLNT Veterinary Care. Inc. |
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10.25* | Form of XLNT Veterinary Care, Inc. Nonincentive Stock Option Agreement by and between XLNT Veterinary Care, Inc. and Certain Executives of XLNT Veterinary Care, Inc. |
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10.26* | Form of Stock Purchase Warrant Issued by XLNT Veterinary Care, Inc. to Certain Lenders |
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10.27* | Form of Convertible Promissory Note Issued to Sellers of Veterinary Clinics Acquired by XLNT Veterinary Care, Inc. |
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10.28* | Form of Warrant to Purchase Common Stock of XLNT Veterinary Care, Inc. |
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10.29* | Warrant to Purchase Common Stock of XLNT Veterinary care, Inc. for Galen Partners IV, L.P. dated September 26, 2007 |
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10.30* | Promissory Note between XLNT Veterinary Care, Inc. and Huntington Capital, L.P. in the amount of $1,400,000 dated November 2, 2005 |
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10.31* | Promissory Note between XLNT Veterinary care, Inc. and St. Cloud in the amount of $1,600,000 dated November 4, 2005 |
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10.32* | Credit Agreement by and between XLNT Veterinary Care, Inc. and Fifth Street Mezzanine Partners II, L.P. dated March 29, 2007 |
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10.33* | Security Agreement by and between XLNT Veterinary Care, Inc. and Fifth Street Mezzanine Partners II, L.P. dated March 29, 2007 |
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10.34* | Environmental Compliance Agreement by and between XLNT Veterinary care, Inc. and Fifth Street Mezzanine Partners II, L.P. dated June 2007 |
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10.35* | Right of First Offer and Last Look Agreement by and between XLNT Veterinary Care, Inc. and Fifth Street Mezzanine Partners II, L.P. dated June 29, 2007 |
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10.36* | First Amendment to Credit Agreement by and between XLNT Veterinary Care, Inc. and Fifth Street Mezzanine Partners II, L.P. dated November 27, 2007 |
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10.38* | Co-Sale Agreement by and among the Registrant and the Certain Stockholders named on signature pages thereof dated September 11, 2006 |
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10.39* | Form of Lock-Up Agreement entered into by and between the Registrant and the Registrant’s Founding Stockholders |
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10.40* | Form of Lock-Up Agreement entered into by and between the Registrant and Certain of XLNT’s Significant Stockholders |
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14.1 | Code of Ethics and Conduct. (Incorporated by reference to Exhibit 14.1 of the Registrant’s Registration Statement on Form S-1, as amended, filed August 25, 2005.) |
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16.1* | Letter from Eisner LLP to the Securities and Exchange Commission dated January 7, 2008 |
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21.1 | List of Subsidiaries |
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99.1 | Consolidated Financial Statements of XLNT Veterinary Care, Inc. |
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99.2 | Pro Forma Financial Statements |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PET DRX CORPORATION (Registrant) |
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| By: | Gregory Eisenhower |
| | | |
| | Name: Gregory Eisenhower |
| | Title: Chief Financial Officer |
| | |
| Date: January 10, 2008 |
