As filed with the Securities and Exchange Commission on April 3,
1995
Registration No. 33-55132
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 Naperville, Illinois 60566 (I.R.S.
Incorporation) (Address of principal Employer
executive offices) (Zip Code) Identification
Number)
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.
Dechert Price & Rhoads
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. 33-55132) to which this Amendment relates (the
"Registration Statement"), 20,000 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 October
14, 1993 the Registrant effected a 3-for-2 stock split of its
Common Stock in the form of a stock dividend paid to holders of
record of the Common Stock as on September 30, 1993. On such
record date 15,795 of the 20,000 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 7,897
shares of Common Stock that may be offered and/or sold under the
Plan.
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. 33-55132) to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Naperville, Illinois on March 2, 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. 33-55132) to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Naperville, Illinois on March 2, 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. 33-55132) has been
signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Richard L. Wellek President and March 2, 1995
Richard L. Wellek Chief Executive
Officer
(Principal
Executive
Officer) and
Director
/s/ Richard A. Nunemaker Vice President March 2, 1995
Richard A. Nunemaker Finance, and
Chief Financial
Officer
(Principal
Financial and
Accounting
Officer)
/s/ ERNEST H. LORCH* Chairman of the **
Ernest H. Lorch Board and
Director
Rudolph Grua Director
L. William Miles Director
/s/ GREG A. ROSENBAUM* Director **
Greg A. Rosenbaum
/s/ THEODORE A. RUPPERT* Director **
Theodore A. Ruppert
Joseph J. Ross Director
*By:/s/ Richard A. Nunemaker Attorney-in- **March 2, 1995
Richard A. Nunemaker
