As filed with the Securities and Exchange Commission
on December 7, 1998 Registration Statement No. 333_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
Varlen Corporation
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
13-2651100
(I.R.S. Employer Identification No.)
55 Shuman Boulevard, Naperville, Illinois 60566
(Address of Principal Executive Offices)
Varlen Corporation Profit Sharing and Retirement
Savings Plan (Full Title of the Plan)
Richard L. Wellek
Chairman and Chief
Executive Officer
55 Shuman Boulevard,
P.O. Box 3089
Naperville, Illinois
60566-7089
(Name and Address of Agent for Service)
(630) 420-0400
(Telephone Number, Including Area Code, of Agent
for Service)
Copy to: Vicki L. Casmere, Esq.
Vice President, General Counsel & Secretary
55 Shuman Boulevard, P.O. Box 3089
Naperville, Illinois 60566-7089
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount
Securities be Maximum Maximum of
to be Registered Offering Aggregate Registra
Registered Price Offering tion
Per Price(1) Fee
Share(1)
Common Stock, 100,000 $26.4375 $2,643,750 $734.96
par value $.10 _
(and
associated
Rights)(2)
Interests in - - - -
Plan(3)
(1) Estimated solely for purposes of determining the
registration fee in accordance with Rule 457(h)
under the Securities Act of 1933 on the basis of
$26.4375 per share, the average of the high and
low prices of the Registrant's Common Stock as
reported on the National Market on November 30,
1998.
(2) Includes associated rights (the "Rights") to
purchase the
Registrant's Common Stock. Until the occurrence
of certain prescribed events, none of which has
occurred, the Rights are not exercisable, are
evidenced by the certificates representing such
Common Stock and will be transferred along with
and only with such Common Stock.
(3) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the
employee benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I, Item 1 to be
contained in the Section 10(a) prospectus is omitted
from this Registration Statement in accordance with
the introductory Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan
Annual Information.
Information required by Part I, Item 2 to be
contained in the Section 10(a) prospectus is omitted
from this Registration Statement in accordance with
the introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Varlen
Corporation (the "Registrant") and the Varlen
Corporation Profit Sharing and Retirement Savings
Plan (the "Plan") filed with the Securities and
Exchange Commission (the "Commission") are hereby
incorporated by reference in this Registration
Statement:
(a)(1) Annual Report on Form 10-K of the Registrant
filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended
(the "Exchange Act"), for the Registrant's
fiscal year ended January 31, 1998, including
the portions of the Registrant's Proxy
Statement dated May 27, 1998 incorporated into
Part III of such Form 10-K.
(a)(2) Annual Report on Form 11-K of the Plan filed
with the Commission pursuant to the Exchange
Act, for the Plan's fiscal year ended December
31, 1997.
(b)(1) Quarterly Report on Form 10-Q for the
Registrant filed with the Commission pursuant
to the Exchange Act, for the Registrant's
fiscal quarter ended May 2, 1998.
(b)(2) Quarterly Report on Form 10-Q for the
Registrant filed with the Commission pursuant
to the Exchange Act, for the Registrant's
fiscal quarter ended August 1, 1998.
(c)(1) The description of the Common Stock of the
Registrant contained in the Registrant's
Registration Statement on Form 8-B filed with
the Commission in February 1971 pursuant to
Section 12(g) of the Exchange Act,
together with all amendments or reports, if
any, filed for the purpose of updating such
description, to the extent of such updating.
(c)(2) The description of the Rights of the
Registrant contained in the Registrant's
Registration Statement on Form 8-A filed with
the Commission on July 29, 1996 pursuant to
Section 12(g) of the Exchange Act, together
with all amendments or reports, if any,
filed for the purpose of updating such
description, to the extent of such updating.
All documents subsequently filed by the
Registrant or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post effective amendment to this
Registration Statement 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
herein and to be part hereof from the date of
filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified
or superseded for purposes of this Registration
Statement to the extent that a statement contained
herein or in any other subsequently filed document
which also is incorporated or is deemed to be
incorporated by reference herein modifies or
supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Article VII, Section 4 of the Registrant's By-
Laws provide that the Registrant shall, to the full
extent permitted by the General Corporation Law
of the State of Delaware and the Registrant's
Certificate of Incorporation, indemnify all persons
whom it has the power to indemnify pursuant
thereto. The Registrant has entered into written
indemnification agreements with its officers and
directors whereby the Registrant has agreed to
indemnify and advance expenses to such persons to the
fullest extent permitted by applicable law. The
Registrant has obtained a directors and officers
liability insurance policy which insures such persons
against loss arising from certain claims made by
reason of their being directors or officers of the
Registrant.
Article 102 of the General Corporation Law of
Delaware and Article TENTH of the Registrant's
Certificate of Incorporation permit the limitation
of directors' personal liability to the corporation
or its stockholders for monetary damages for breach
of fiduciary duty as a director except in certain
situations including the breach of director's duty
of loyalty or acts or omissions not in good faith.
The Registrant's Plan provides that to the
extent permitted by law each Employer (as defined in
the Plan) shall indemnify and hold harmless each
member (and former member) of the Board of
Directors, each member (and former member) of the
Committee (as defined in the Plan), and each
officer and employee (and each
former officer and employee) of an Employer to whom
are (or were) delegated duties, responsibilities, and
authority with respect to the Plan against all
claims, liabilities, fines and penalties, and all
expenses reasonably incurred by or imposed upon him
(including but not limited to reasonable attorney
fees and amounts paid in any settlement relating to
the Plan) by reason of his service under the Plan if
he did not act dishonestly, with gross negligence,
or otherwise in knowing violation of the law under
which such liability, loss, cost or expense arises.
This indemnity does not preclude such other
indemnities as may be available under insurance
purchased or provided by an Employer under any by-
law, agreement, or otherwise, to the extent
permitted by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4.1 Restated Certificate of Incorporation of
Registrant (incorporated herein by
reference to Exhibit 4.2 to the
Registrant's Form S-3 Registration
Statement (Registration No. 333-33909),
filed on August 19, 1997), as amended
through June 25, 1998 (incorporated herein
by reference to Exhibit 3(i) to the
Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended May 2, 1998).
4.2 By-laws of Registrant, as amended May 29,
1997 (incorporated herein by reference to
Exhibit 4(ii) to the Registrant's
Registration Statement on Form S-8 filed
with the Commission on February 5, 1998
(Registration No. 333-45679)).
4.3 Rights Agreement, dated as of June 17, 1996,
between Varlen Corporation and Harris Trust and
Savings Bank (incorporated herein by
reference to Exhibit (1) to the
Registrant's Registration Statement on Form
8-A filed with the Commission on June 19, 1996).
10.1 Varlen Corporation Profit Sharing and
Retirement Savings Plan as amended and
restated generally effective July 1, 1994
(incorporated herein by reference to
Exhibit 10(b) of Registrant's Annual Report
on Form 10-K for the fiscal year ended
January 31, 1995).
10.2 First Amendment to the Varlen Corporation
Profit Sharing and Retirement Savings
Plan, effective January 1, 1997
(incorporated herein by reference to
Exhibit 10(ii) to the Registrant's
Registration Statement on Form S-8 filed
with the Commission on February 5, 1998).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of McGladrey & Pullen.
24.1 Power of Attorney (included on page II-6).
Item 9. Undertakings.
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 of 1933.
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most
recent posteffective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this
registration statement. Notwithstanding the
foregoing, any increase or decrease in
volume of securities offered (if the total
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 prospectus
filed with the Commission pursuant to Rule
424(b) if, in the aggregate, 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
this registration statement or any
material change to such information in
this registration statement. Provided,
however, that paragraphs (1)(i) and
(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be
included in a post-effective amendment by
those paragraphs is contained in periodic
reports filed with or furnished to the
Commission by the registrant pursuant to
Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is
incorporated by reference in this 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange 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
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 Act and will be
governed by the final adjudication of such
issue.
SIGNATURE
The Registrant. 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
Naperville, Illinois, on this 7th day of
December, 1998.
Varlen Corporation
By: /s/Richard L. Wellek
Richard L. Wellek
Chairman and Chief Executive Officer
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Plan's Committee has
duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto
duly authorized, in Naperville, Illinois, on this 7th
day of December, 1998.
Varlen Corporation Profit
Sharing and Retirement
Savings Plan
By: /s/Richard A. Nunemaker
Richard A. Nunemaker
Member of the Committee
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below
constitutes and appoints Richard L. Wellek, Richard
A. Nunemaker and Vicki L. Casmere, and each of them,
his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for
him and in his name, place and stead, in any and
all capacities, to sign any and all amendments
(including posteffective amendments) to this
Registration Statement, and to file the same, with
all exhibits thereto, and all documents in
connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has
been signed by the following
persons in the capacities indicated on the dates
indicated.
Signature Title Date
/s/ Richard L. Chairman of the December 7, 1998
Wellek Board, Chief
Executive Officer,
Richard L. Wellek and Director (Principal
Executive Officer)
/s/ Richard A. Vice President, December 7, 1998
Nunemaker Finance and Chief
Financial Officer,
Richard A. Nunemaker Treasurer, and
Assistant Secretary
(Principal Financial
and Accounting Officer)
/s/ Raymond A. Jean President and Chief December 7, 1998
Operating Officer
Raymond A. Jean and Director
/s/ Ernest H. Lorch Senior Chairman of December 7, 1998
the Board
Ernest H. Lorch and Director
/s/ William Miles Director December 7, 1998
William Miles
/s/ Greg A. Director December 7, 1998
Rosenbaum
Greg A. Rosenbaum
/s/ Joseph J. Ross Director December 7, 1998
Joseph J. Ross
/s/ Theodore A. Director December 7, 1998
Ruppert
Theodore A. Ruppert
EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of
Incorporation of Registrant (incorporated
herein by reference to Exhibit 4.2 to the
Registrant's Form S-3 Registration
Statement (Registration No. 333-33909),
filed on August 19, 1997), as amended
through June 25, 1998 (incorporated herein
by reference to Exhibit 3(i) to the
Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended May 2, 1998).
4.2 By-laws of Registrant, as amended May 29,
1997 (incorporated herein by reference to
Exhibit 4(ii) to the Registrant's
Registration Statement on Form S-8 filed
with the Commission on February 5, 1998).
4.3 Rights Agreement, dated as of June 17,
1996, between Varlen Corporation and
Harris Trust and Savings Bank (incorporated
herein by reference to Exhibit (1) to the
Registrant's Registration Statement on Form
8-A filed with the Commission on June 19,
1996).
10.1 Varlen Corporation Profit Sharing
and Retirement Savings Plan as amended
and restated generally effective July 1,
1994 (incorporated by reference to Exhibit
10(b) of Registrant's Annual Report on
Form 10-K for the fiscal year ended
January 31, 1995).
10.2 First Amendment to the Varlen
Corporation Profit Sharing and Retirement
Savings Plan, effective January 1, 1997
(incorporated herein by reference to
Exhibit 10(ii) to the Registrant's
Registration Statement on Form S-8 filed
with the Commission on February 5, 1998).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of McGladrey & Pullen.
24.1 Power of Attorney (included on page II-6).
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Varlen Corporation on Form S-8 of
our reports dated March 2, 1998 appearing in and
incorporated by reference in the Annual Report on Form 10-K
of Varlen Corporation for the year ended January 31, 1998.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 2, 1998
II-1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement Form S-8 pertaining to registration of 100,000 common
shares of Varlen Corporation of our report dated June 3,
1998, on our audits of the financial statements of Varlen
Corporation Profit Sharing and Retirement Savings Plan as of
December 31, 1997 and 1996, and for each of the two years ended
December 31, 1997, and supporting schedules as of December 31,
1997, which is included in the Annual Report on Form 11-K for the
year ended December 31, 1997.
/s/McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
Schaumburg, Illinois
December 1, 1998
