8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
August 30, 2005

VIRBAC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 0-24312
(Commission File No.) 43-1648680
(IRS Employer Identification No.)

3200 Meacham Boulevard
Fort Worth, Texas 76137
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 831-5030

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure

     The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”

     On August 30, 2005, Virbac Corporation (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2004, and that it has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

99.1 Press release of the Company, dated August 30, 2005.

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.

	VIRBAC CORPORATION
Date: August 30, 2005	By:	/s/ Jean M. Nelson
		Jean M. Nelson
		Executive Vice-President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1 -	Press release of the Company, dated August 30, 2005.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Company Contact
Ms. Jean M. Nelson
Executive Vice-President and Chief Financial Officer
817-831-5030

VIRBAC CORPORATION ANNOUNCES 2004 EARNINGS RESULTS AND THE
FILING OF ITS 2004 ANNUAL REPORT ON FORM 10-K

Fort Worth, Texas, August 30, 2005 — Virbac Corporation (PK: VBAC), a leading provider of veterinary products, today announced that it has filed its 2004 Annual Report on Form10-K. Virbac reported net income of $1.5 million on revenues of $77.1 million in 2004 as compared to a loss of $5.0 million on revenues of $67.1 million in 2003. Diluted earnings per share were $0.06 for 2004 as compared to a loss per share of $0.23 for 2003. The increase in revenues is mainly attributable to the King and Delmarva product portfolio acquisitions made by Virbac in late 2003. These product portfolios have also contributed to higher overall gross profit margins.

Virbac was delayed in filing its 2004 Annual Report on Form 10-K as a result of the restatement of certain of its historical financial statements and the delay in filing of its 2003 Annual Report on Form 10-K. Virbac filed its 2003 Annual Report on Form 10-K with the United States Securities and Exchange Commission (“SEC”), which included its restated audited financial statements for each of the years 2001 and 2002 and its audited financial results for 2003, on April 29, 2005.

“We are very pleased with our progress in 2004,” said Jean Nelson, Executive Vice-President and Chief Financial Officer. “Our business operations have remained focused during a challenging period and we appreciate the support of all of our employees in this effort. We will continue to work expeditiously toward the completion of all of our delinquent SEC filings, including our quarterly results for 2005, and currently expect to be complete with this process within the next few months,” continued Nelson. “We are nearing final resolution on many of the accounting related issues faced by the Company. These issues are described in more detail in our 2004 Form 10-K. We are optimistic that

these issues will be fully resolved shortly, allowing us to devote our full attention to our ongoing business operations.”

As more fully described in Virbac’s 2004 Annual Report on Form 10-K, Virbac’s operating expenses have been unusually high as a result of the restatement and associated audits of Virbac’s historical financial statements, the SEC investigation and the shareholder lawsuits. Operating results for 2004 and 2003 include $5.1 million and $1.3 million, respectively, of costs related to these issues. Virbac expects that these elevated expenses will subside substantially in the second half of 2005, as the Company has completed the restatement of its historical financial statements and reached a settlement agreement in principle with both the SEC in regards to their investigation and the plaintiffs in the shareholder class action lawsuit. Additionally, the Company has recently successfully renegotiated and extended its revolving credit facility with its lenders and executed an extension of its borrowings with VBSA, its majority shareholder.

“2004 was a challenging year for Virbac,” said Dr. Erik Martinez, President and Chief Executive Officer. “The strength of Virbac’s business and product offerings is evident in our ability to deliver strong operating results during a challenging period. We look forward to the completion of our financial reporting requirements so we are able to reinitiate more regular communication with our shareholders,” continued Dr. Martinez. “We are very optimistic about our future and also look forward to resuming a greater rate of investment in the future growth of our business through increased expenditures in both research and development and sales and marketing activities.”

A complete copy of Virbac’s 2003 and 2004 Annual Reports on Form 10-K are available on the Company’s web site at www.virbaccorp.com and www.sec.gov.

About Virbac Corporation:
Virbac Corporation, located in Fort Worth, Texas, markets leading veterinary products under the brand names of Soloxine^®, C.E.T.^® Home Dental Care, the Allerderm line of dermatology products, IVERHART™ PLUS Flavored Chewables, and Preventic^®. For more information on Virbac and its products, please visit www.virbaccorp.com.

Forward - Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and are subject to a number of risks and uncertainties. These forward-looking statements are often characterized by the terms “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” and other words and terms of similar meaning and do not reflect historical facts. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. In addition, factors that could affect the business and financial results of the Company include, but are not limited to, the following: the results of research and development activities; decisions by regulatory authorities, including the U.S. Food and Drug Administration and the Environmental Protection Agency, regarding whether and when to approve our drug applications as well as their decisions regarding labeling and other matters that could affect the commercial potential of our products; trade

buying patterns; the ability to meet generic and branded competition after the loss of patent protection for our products; changes or trends in veterinary medicine that affect the rate of use of the Company’s products by veterinarians; legal defense costs, insurance expenses, settlement costs, and the risk of an adverse decision or settlement related to product liability, patent protection, governmental investigations, and other legal proceedings; the Company’s ability to protect its patents and other intellectual property both domestically and internationally; governmental laws and regulations affecting domestic and foreign operations, including tax obligations; any changes in business, political, and economic conditions due to the threat of future terrorist activity in the U.S. and other parts of the world, and related U.S. military action overseas; and uncertainties regarding our ability to comply with financial and other covenants required under our credit agreement. A further list and description of risks, uncertainties, and other matters can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

VIRBAC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

	For the Year Ended December 31,
	2004			2003
Revenues	$	77,115		$	67,077
Cost of goods sold		43,251			41,424
Gross profit		33,864			25,653
Operating expenses:
Sales and marketing		13,456			14,459
General and administrative		11,248			8,285
Research and development		3,275			4,947
Warehouse and distribution		2,326			2,250
Total operating expenses		30,305			29,941
Income (loss) from operations		3,559			(4,288	)
Interest expense		(1,550	)		(637	)
Other income		32			5
Income (loss) before income taxes		2,041			(4,920	)
Provision for income taxes		(570	)		(84	)
Net income (loss)	$	1,471		$	(5,004	)
Basic income (loss) per share	$	0.07		$	(0.23	)
Basic shares outstanding		22,291			22,234
Diluted income (loss) per share	$	0.06		$	(0.23	)
Diluted shares outstanding		22,763			22,234

*****

VIRBAC CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)

	December 31,
	2004			2003
Assets
Current assets:
Cash and cash equivalents	$	3,717		$	4
Accounts receivable		6,269			7,105
Accounts receivable — Virbac S.A. and subsidiaries		419			314
Inventories		10,941			13,178
Inventories on consignment		—			2,173
Prepaid expenses		1,375			2,109
Other current assets		480			950
Total current assets		23,201			25,833
Property, plant and equipment, net		12,377			12,498
Goodwill, net		5,006			5,571
Intangibles and other assets, net		20,472			21,243
Total assets	$	61,056		$	65,145
Liabilities and Shareholders’ Equity
Current liabilities:
Borrowings under revolving line of credit and note payable	$	13,004		$	25,357
Checks outstanding		1,403			2,107
Accounts payable — trade		2,845			3,697
Accounts payable — Virbac S.A. and subsidiaries		537			446
Sales related and product replacement reserves		2,236			2,602
Accrued expenses		5,863			5,475
Total current liabilities		25,888			39,684
Note payable		3			7
Notes payable — Virbac S. A.		9,000			—
Unearned product license fees		6,299			7,136
Liability related to contingent consideration		2,173			2,173
Total liabilities		43,363			49,000
Shareholders’ equity:
Preferred Stock - 2,000,000 shares authorized; none issued or outstanding		—			—
Common stock ($.01 par value; 38,000,000 shares authorized; 22,312,906 and 22,256,906 issued and outstanding in 2004 and 2003, respectively)		223			223
Additional paid-in capital		35,003			34,926
Accumulated deficit		(17,533	)		(19,004	)
Total shareholders’ equity		17,693			16,145
Total liabilities and shareholders’ equity	$	61,056		$	65,145