As filed with the Securities and Exchange Commission on February 8, 2002
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VARIAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 77-0501995
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3120 Hansen Way
Palo Alto, CA 94304-1030
(Address of Principal Executive Offices)
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Varian, Inc.
Omnibus Stock Plan
(Full Title of the Plan)
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Arthur W. Homan
Vice President, General Counsel and Secretary
Varian, Inc.
3120 Hansen Way
Palo Alto, CA 94304-1030
(Name and Address of Agent For Service)
(650) 213-8000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Richard V. Smith, Esq.
Orrick, Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111-3143
(415) 392-1122
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed Amount of
To Be Maximum Offering Maximum Aggregate Registration
Title of Securities to be Registered Registered Price Per Share(1) Offering Price(1) Fee
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Common Stock, (2)
par value $.01 per share .......... 1,000,000 shares $33.22 $33,220,000.00 $3,057
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(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price have been calculated on
the basis of $33.22 per share, the average of the high and low price of the
Common Stock on the Nasdaq National Market on February 6, 2002.
(2) Includes Preferred Stock Purchase Rights which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately from the
Common Stock.
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PART I
Item 1. Plan Information *
Item 2. Registrant Information and Employee Plan Annual Information *
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this RegHistration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Varian, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference to this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K (File
No. 000-25393) for the fiscal year ended September 28, 2001.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Registrant document referred to in (a) above.
(c) The description of the Registrant's common stock and preferred
stock purchase rights contained in the registration statements
filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") on Form 8-A, including any subsequent
amendments or reports filed for the purpose of updating that
information.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
("Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual or
threatened actions, suits or proceedings provided that such officer, director,
employee or agent acted in good faith and in a manner such officer reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. This authority is sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
The Registrant's Restated Certificate of Incorporation and By-laws provide
for indemnification of officers and directors to the fullest extent permitted by
Delaware Law. In addition, the Registrant has, and intends in the future
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to enter into, agreements to provide indemnification for directors and officers
in addition to that contained in the Restated Certificate of Incorporation and
By-laws.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibit
Number Name
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included
in Exhibit 5.1 to this Registration Statement.
24.1 Powers of Attorney.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectusfiled with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California on the 7th day of
February, 2002.
VARIAN, INC.
(Registrant)
By: /s/ Arthur W. Homan
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Arthur W. Homan
Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board February 7, 2002
/s/ Allen J. Lauer and Chief Executive Officer
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Allen J. Lauer
/s/ G. Edward McClammy Vice President, February 7, 2002
- ----------------------------------- Chief Financial Officer
G. Edward McClammy and Treasurer
(Principal Financial Officer)
/s/ Franco N. Palomba Controller February 7, 2002
- ----------------------------------- (Principal Accounting Officer)
Franco N. Palomba
* Richard U. De Schutter Director February 7, 2002
* John G. McDonald Director February 7, 2002
* Wayne R. Moon Director February 7, 2002
* Elizabeth E. Tallett Director February 7, 2002
* By: /s/ Arthur W. Homan
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Arthur W. Homan
Attorney-in-fact
EXHIBIT INDEX
Exhibit Page
Number Name Number
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included
in Exhibit 5.1 to this Registration Statement.
24.1 Powers of Attorney.