As filed with the Securities and Exchange Commission on April 29, 1999
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 1998 Long-Term Equity Incentive Plan
Varlen Corporation 1993 Incentive Stock Option Plan
Varlen Corporation 1993 Deferred Incentive Stock Purchase Plan
Varlen Corporation 1993 Directors Incentive Stock Grant Plan
(Full Title of the Plans)
Raymond A. Jean
President 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
<TABLE>
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share(2) Price(2)
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 1,334,552 $ 24.25 $ 32,362,886 $8,996.88
per share(3)
</TABLE>
(1) Includes 625,000 shares that are available for issuance upon
exercise of options to be granted pursuant to the Varlen
Corporation 1998 Long-Term Equity Incentive Plan and 709,552
shares that are available for issuance pursuant to the
Varlen Corporation 1993 Incentive Stock Option Plan, the
Varlen Corporation 1993 Deferred Incentive Stock Purchase
Plan and the Varlen Corporation 1993 Directors Incentive
Stock Grant Plan as to which no registration fee was paid
when such plans were originally registered on Registration
Statement No. 33-72480.
(2) Estimated solely for purposes of determining the registration fee in
with Rule 457(h) under the Securities Act of 1933, as amended, on the
basis of $ 24.25 per share, the average of the high and low prices
of the Registrant's Common Stock as reported on the Nasdaq National
Market on April 26, 1999.
(3) 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.
Pursuant to Rule 429, the Prospectus contained herein also relates to
Registration Statement No. 33-72480 and this constitutes Post-Effective
Amendment No. 1 to such Registration Statement.
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 Rule 428 under the Securities Act of
1933, as amended, and the introductory Note to Part I of Form S-
8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Upon written or oral request, any of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in the Section
10(a) prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional
information about the Varlen Corporation 1998 Long-Term Equity
Incentive Plan are available without charge by contacting:
Vicki L. Casmere
Secretary
Varlen Corporation
55 Shuman Boulevard
P.O. Box 3089
Naperville, IL 60566-7089
Telephone: (630) 420-0400
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 1998 Long-Term
Equity Incentive 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, 1999.
(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.
(b)(3) 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 October 31, 1998.
(c)(1) The description of the Common Stock of the Registrant
contained in the Registrant's Registration Statement on Form
S-3 (Registration No. 33-61826) filed with the Commission on
April 29, 1993.
(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 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. Interests 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.
Section 145(c) of the Delaware General Corporation Law
provides for "mandatory indemnification" to the extent that a
present or former director or officer of a corporation has been
successful on the merits or otherwise in the defense of any
proceeding, or in defense of any claim, issue or matter therein,
against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with such
proceeding. Section 145(e) of the Delaware General Corporation
Law provides that expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall be ultimately determined that he or she is not entitled
to be indemnified by the corporation as authorized in such
section.
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 through November
20, 1998 (incorporated herein by reference to Exhibit
3(ii) to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended October 31, 1998 filed with
the Commission on December 8, 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).
4.4 Amendment No. 1 to Rights Agreement, dated as of
September 28, 1998, by and between Varlen Corporation
and Harris Trust and Savings Bank (incorporated herein
by reference to Exhibit 4(a) to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 1998).
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on page II-5).
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 post-effective
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 Securities
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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURE
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 29th day of April, 1999.
Varlen Corporation
By: /s/Raymond A. Jean
Raymond A. Jean
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and
appoints Raymond A. Jean, 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 post-
effective 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard L. Wellek Chairman of the Board April 27, 1999
Richard L. Wellek
/s/ Raymond A. Jean President and Chief Executive April 29, 1999
Raymond A. Jean Officer (Principal Executive
Officer)
/s/ Richard A. Nunemaker Vice President, Finance and April 29, 1999
Richard A. Nunemaker Chief Financial Officer,
Treasurer, and Assistant
Secretary (Principal Financial
and Accounting Officer)
/s/ Ernest H. Lorch Senior Chairman of the Board April 27, 1999
Ernest H. Lorch and Director
/s/ William Miles Director April 27, 1999
William Miles
/s/ Greg A. Rosenbaum Director April 29, 1999
Greg A. Rosenbaum
/s/ Joseph J. Ross Director April 27, 1999
Joseph J. Ross
/s/ Theodore A. Ruppert Director April 29, 1999
Theodore A. Ruppert
</TABLE>
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 through
November 20, 1998 (incorporated herein by reference to
Exhibit 3(ii) to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended October 31, 1998
filed with the Commission on December 8, 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).
4.4 Amendment No. 1 to Rights Agreement, dated as
of September 28, 1998, by and between Varlen
Corporation and Harris Trust and Savings Bank
(incorporated herein by reference to Exhibit 4(a) to
the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 1998).
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on page II-5).
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 8, 1999 appearing in and
incorporated by reference in the Annual Report on Form 10-K
of Varlen Corporation for the year ended January 31, 1999.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
April 29, 1999
