As filed with the Securities and Exchange Commission on October 20, 1995
Registration No. 33-60995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VARLEN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 55 Shuman Boulevard 13-2651100
(State of Incorporation) Naperville, Illinois 60566 (I.R.S. Employer
(Address of principal executive Identification Number)
offices) (Zip Code)
VARLEN CORPORATION PROFIT SHARING
AND RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
Richard L. Wellek
President and Chief Executive Officer
55 Shuman Boulevard
Post Office Box 3089
Naperville, Illinois 60566-7089
(Name and address of agent for service)
(708) 420-0400
(Telephone number, including area code, of agent for service)
Copy to:
Stephen A. Magida, Esq.
477 Madison Avenue-11th Floor
New York, New York 10022-5891
PURPOSE OF AMENDMENT
This Post Effective Amendment No. 1 (this "Amendment") is being filed in
accordance with Rule 416(b) under the Securities Act of 1933, as amended. Under
the Form S-8 Registration Statement (No. 33- 60995) to which this Amendment
relates (the "Registration Statement"), 50,000 shares of Common Stock, par value
$.10 per share ("Common Stock"), of Varlen Corporation (the "Registrant") were
registered for offer and/or sale under the Varlen Corporation Profit Sharing and
Retirement Savings Plan (the "Plan") (in addition to an indeterminate amount of
interests that may be offered or sold pursuant to the Plan). On July 10, 1995
the Registrant paid a 10% stock dividend on its Common Stock to holders of
record of such Common Stock as of June 23, 1995. On such record date 42,147 of
the 50,000 shares of Common Stock initially registered under the Registration
Statement remained available for offer and sale under the Plan. Accordingly, as
provided under said Rule 416(b), this Amendment is to reflect that the
Registration Statement is deemed to cover an additional 4,214 shares of Common
Stock that may be offered and/or sold under the Plan.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to
Registration Statement (No. 33-60995) to be signed on its behalf by the
undersigned, thereunto duly authorized, in Naperville, Illinois on October 17,
1995.
VARLEN CORPORATION
By:/s/ Richard L. Wellek
------------------------------------------------
Richard L. Wellek, President and Chief Executive
Officer (Principal Executive Officer)
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Post-Effective Amendment No. 1 to
Registration Statement (No. 33-60995) to be signed on its behalf by the
undersigned, thereunto duly authorized, in Naperville, Illinois on October 17,
1995.
VARLEN CORPORATION PROFIT SHARING
AND RETIREMENT SAVINGS PLAN
By:/s/ Richard A. Nunemaker
-----------------------------------------------
Richard A. Nunemaker, Member, Administrative
Committee, Varlen Corporation Profit Sharing
and Retirement Savings Plan
Directors and Principal Officers. Pursuant to the requirements of
the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration
Statement (No. 33-60995) has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard L. Wellek President and Chief October 17, 1995
- ------------------------------ Executive Officer
Richard L. Wellek Principal Executive
Officer) and Director
/s/ Richard A. Nunemaker Vice President- October 17, 1995
- ------------------------------ Finance, and Chief
Richard A. Nunemaker Financial Officer
(Principal Financial and
Accounting Officer)
/s/ ERNEST H. LORCH* Chairman of the Board **
- ------------------------------ and Director
Ernest H. Lorch
/s/ RUDOLPH GRUA* Director **
- ------------------------------
Rudolph Grua
/s/ L. WILLIAM MILES* Director **
- ------------------------------
L. William Miles
/s/ GREG A. ROSENBAUM* Director **
- ------------------------------
Greg A. Rosenbaum
1
<PAGE>
/s/ THEODORE A. RUPPERT* Director **
- -----------------------------
Theodore A. Ruppert
/s/ JOSEPH J. ROSS* Director **
- -----------------------------
Joseph J. Ross
*By:/s/ Richard A. Nunemaker Attorney-in-Fact **October 17, 1995
--------------------------------
Richard A. Nunemaker
</TABLE>
2
<PAGE>
