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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from to
 COMMISSION FILE NUMBER: 0-24312
 VIRBAC CORPORATION
  DELAWARE
    
    43-1648680(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)3200 MEACHAM BOULEVARDFORT WORTH, TEXAS
    
    76137(Address of principal executive offices)
    
    (Zip Code)
 (817) 831-5030
 
  Title of each Class:
    
    Name of each exchange on which registered:COMMON STOCK, PAR VALUE $0.01
    
    NONEPER SHARE
 
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




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EXPLANATORY NOTE
   TABLE OF CONTENTS
 Part III
 Item Number
    
    
    
    Page10.
    
    Directors and Executive Officers of the Registrant
    
    
    111.
    
    Executive Compensation
    
    
    412.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    913.
    
    Certain Relationships and Related Transactions
    
    
    1014.
    
    Principal Accounting Fees and Services
    
    
    13Exhibits
    
    
    15Signature
    
    
    16Employment Agreement - Laurent CesarCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906Audit Committee Charter




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 Officers and Directors
  Name
    
    Age
    
    PositionLaurent Cesar
    
    
    51
    
    
    Executive Vice President of Industrial
OperationsMichel Garaudet
    
    
    51
    
    
    DirectorEric Marée
    
    
    53
    
    
    ChairmanErik R. Martinez, D.V.M.
    
    
    48
    
    
    President and Chief Executive OfficerJean M. Nelson
    
    
    45
    
    
    Executive Vice President, Chief
Financial Officer and SecretaryMichael S. OBryan
    
    
    54
    
    
    Executive Vice President of Business
OperationsPierre A. Pagés, D.V.M. (2)
    
    
    54
    
    
    DirectorRichard W. Pickert (1)
    
    
    64
    
    
    DirectorAlec L. Poitevint, II (1) (2)
    
    
    58
    
    
    DirectorJean N. Willk (1)
    
    
    48
    
    
    Director
 
 (1)
    
    Member of Audit Committee(2)
    
    Member of Compensation Committee Laurent Cesar
 Michel Garaudet
 Eric Marée
 Erik R. Martinez
 1




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Jean M. Nelson
 Michael S. OBryan
 Pierre Pa s, D.V.M.
 Richard W. Pickert
 Alec L. Poitevint, II
 2




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Jean N. Willk
 Audit Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Business Conduct and Ethics
  3




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ITEM 11. EXECUTIVE COMPENSATION.
  Summary Compensation Table
 Long Term CompensationAwards
    
    PayoutsSecuritiesAnnual Compensation
    
    Restricted
    
    Underlying
    
    
    
    
    
    All OtherSalary
    
    Bonus
    
    Other Annual
    
    Stock
    
    Options/
    
    LTIP
    
    CompensationName and Principal Position
    
    Year
    
    $
    
    $
    
    Compensation
    
    Awards
    
    SARS (1)
    
    Payouts
    
    $Erik R. Martinez (2)
    
    
    2005
    
    
    $
    260,000
    
    
    $
    52,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    41,764
    (5)President and Chief
    
    
    2004
    
    
    $
    120,167
    
    
    $
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    33,780
    (5)Executive Officer
    
    
    2003
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Jean M. Nelson (3)
    
    
    2005
    
    
    $
    240,000
    
    
    $
    198,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    827
    (6)Executive Vice President and
    
    
    2004
    
    
    $
    131,846
    
    
    $
    248,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    307
    (6)Chief Financial Officer
    
    
    2003
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Michael S. OBryan
    
    
    2005
    
    
    $
    165,591
    
    
    $
    35,003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    575
    (6)Executive Vice-President of
    
    
    2004
    
    
    $
    151,470
    
    
    $
    30,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    489
    (6)Business Operations
    
    
    2003
    
    
    $
    148,500
    
    
    $
    18,066
    
    
    
    
    
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    $
    489
    (6)Laurent Cesar (4)
    
    
    2005
    
    
    $
    122,250
    
    
    $
    36,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    53,001
    (7)Executive Vice-President of
    
    
    2004
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Industrial Operations
    
    
    2003
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
 
 (1)
    
    Amounts reflected in this column are for grants of stock options for the Common Stock
of Virbac. Virbac has issued no SARs.(2)
    
    Dr. Erik R. Martinez joined the Company on July 15, 2004, and became President and
Chief Executive Officer effective October 1, 2004.(3)
    
    Ms. Jean M. Nelson joined the Company as Executive Vice-President and Chief Financial
Officer on June 14, 2004.(4)
    
    Mr. Laurent Cesar joined the Company as Executive Vice-President of Industrial
Operations on April 1, 2005. 4




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(5)
    
    Includes car allowance of $12,000 and $4,083 for 2005 and 2004, respectively, $852 and
$295 toward a long-term disability plan for 2005 and 2004, respectively, a $19,720
relocation payment in 2004, $14,000 and $6,732 allowance amounts for a contribution toward
the Mexican Social Security Institute Program for 2005 and 2004, respectively and $14,912
and $2,950 personal travel payments for 2005 and 2004, respectively.(6)
    
    Payment toward a long-term disability plan.(7)
    
    Includes a relocation payment of $27,940, a $13,210 payment for a childs education, a
$4,719 personal travel payment, a car allowance of $6,700 and a $432 payment toward a
long-term disability plan. Option Exercises and Holdings
  Aggregated Option/Stock Appreciation Right Exercises in 2005 and Year-End
Option/Stock Appreciation Right Values
 Value of Unexercised In-the-Number of Unexercised
    
    Money Options/SARS at Year-Shares Acquired
    Value
    
    Options/SARS at Year-End (1)
    
    End (1)Name
    
    on Exercise
    
    Realized ($)
    
    Exercisable
    
    Unexcercisable
    
    Exercisable
    
    UnexcercisableErik R. Martinez
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Jean M. Nelson
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Michael OBryan
    
    
    37,500
    
    
    $
    91,031
    
    
    
    44,483
    
    
    
    2,667
    
    
    $
    90,810
    
    
    $
    Laurent Cesar
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    All information provided is with respect to stock options. Virbac has issued no stock
appreciation rights. Calculated by multiplying the number of shares underlying options by the
difference between the closing price of the Common Stock on the Pink Sheets on December 31,
2005 and the exercise price of the options. Board Compensation
  5




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Employment Agreements
    6




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Compensation Committee Interlocks and Insider Participation
  Report of the Virbac Compensation Committee
   Base Salary
  Annual Bonus Compensation
  Long-term Incentives
  7




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Compensation of the Chief Executive Officer
  
 8




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Performance Graph
   
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDERS
MATTERS.
  
    
    each person known by Virbac to own beneficially more than 5% of the outstanding shares
of the Common Stock;
 9




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
    
    each incumbent director and each nominee for director of Virbac;
    
    each named executive officer or person serving in that capacity during 2005 of Virbac;
and
    
    all directors and executive officers of Virbac as a group.
  Shares Beneficially OwnedAmount andNature ofBeneficialName of Beneficial Owner
    
    Ownership
    
    Percent of ClassInterlab (1) (3)
    
    
    13,495,308
    
    
    
    60.09
    %Laurent Cesar
    
    
    
    
    
    
    *Erik R. Martinez, D.V.M.
    
    
    
    
    
    
    *Jean M. Nelson
    
    
    
    
    
    
    *Eric Maree
    
    
    4,518
    
    
    
    *Michael S. OBryan
    
    
    148,863
    
    
    
    *Pierre A. Pages, D.V.M.
    
    
    18,955
    
    
    
    *Richard W. Pickert
    
    
    
    
    
    
    *Michel Garaudet
    
    
    
    
    
    
    *Alec L. Poitevint, II (2)
    
    
    391,040
    
    
    
    1.74
    %Jean N. Willk
    
    
    11,360
    
    
    
    *All directors and executive officers as a group (10 persons)
    
    
    574,736
    
    
    
    2.56
    %
 
 *
    
    The percentage of shares beneficially owned does not exceed 1% of the Common Stock
outstanding.(1)
    
    Interlab is a wholly-owned subsidiary of VBSA, and the beneficial owner of 13,495,308
shares of Common Stock.(2)
    
    Included are 20,000 shares held by Mr. Poitevints adult children, over which Mr. Poitevint
has power of attorney. Mr. Poitevints beneficial ownership also includes 147,252 shares held
by Marshall Minerals, Inc. and 162,339 shares held by Mineral Associates, Inc. Mr. Poitevint is
the President and Chairman of both Marshall Minerals, Inc. and Mineral Associates, Inc., but is
not a controlling shareholder of either corporation. Mr. Poitevint disclaims beneficial
ownership of the shares owned by Marshall Minerals, Inc., Mineral Associates, Inc. and the
shares held by Mr. Poitevints adult children.(3)
    
    The business address for Interlab is: Interlab, BP 27, 06511 Carros, France. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
  10




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Tender Offer Proposal
   Loan Agreements
  Directors and Officers Insurance Procurement Agreement
  11




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Trademark Agreement
  Supply Agreement
  Development and License Agreement
  License Agreement  Pyriproxyfen
  12




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Distribution Agreement
  Sub License Agreement
  Secrecy Agreements
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  (In thousands)
    
    2005
    
    
    2004Audit fees
    
    $
    2,044
    
    
    $
    1,656Tax fees
    
    
    96
    
    
    
    65All other fees
    
    
    2
    
    
    
    2Total
    
    $
    2,142
    
    
    $
    1,723
 13




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Audit Fees
 Tax Fees
 All Other Fees
 Audit Committee Administration of the Engagement  Procedures for Pre-Approval of Audit and
Permissible Non-Audit Services of the Companys Independent Registered Public Accountant
   14




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 IncorporationExhibit
    
    
    
    by ReferenceNumber
    
    Description of Document
    
    (if applicable)10.11
    
    Employment Agreement by and between Virbac
Corporation and Laurent Cesar, dated as of
April 1, 2005.
    
    +31.1
    
    Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
    
    +31.2
    
    Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
    
    +32.1
    
    Certification pursuant to 18. U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
    
    +32.2
    
    Certification pursuant to 18. U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
    
    +99.1
    
    Virbac Corporation Audit Committee Charter.
    
    +
 15




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SIGNATURE
   By:
    
    /s/ Jean M. Nelson

Jean M. NelsonExecutive Vice Presidentand Chief Financial OfficerDate:
    
    April 28, 2006
 16