8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2005

Varian, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-25393

(Commission File Number)

77-0501995

(IRS Employer Identification No.)

3120 Hansen Way, Palo Alto, California	94304-1030
(Address of principal executive offices)	(Zip Code)

(650) 213-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Agreement to Sell Electronics Manufacturing Business

On February 4, 2005, Varian, Inc., a Delaware corporation (the “Company”), and Jabil Circuit, Inc., a Delaware corporation (“Jabil”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) providing for the sale to Jabil of the assets of the Company’s Electronics Manufacturing business (the “Business”).

Under the terms of the Purchase Agreement, and as consideration for the sale of the assets of the Business, at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), Jabil will pay the Company $195 million in cash (subject to a working capital adjustment), and assume certain liabilities and obligations of the Business. In addition, the Purchase Agreement also contains customary representations and warranties of the parties, indemnification and termination provisions. Completion of the Purchase Agreement is subject to customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Act.

In addition, the Company and Jabil have agreed to enter into a four-year Supply Agreement (effective as of the Closing), pursuant to which Jabil will continue to supply certain products to the Company that are currently manufactured by the Business for the Company’s other businesses.

A copy of the press release announcing the above transaction is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Agreement with Executive Officer

On February 4, 2005, in connection with its contemplated sale of the Business, the Company entered into a Retention, Incentive and Separation Agreement with C. Wilson Rudd, the Company’s Vice President, Electronics Manufacturing (the “Retention Agreement”). Under the terms of the Retention Agreement, the Company will pay to Mr. Rudd (a) a fixed retention bonus of $125,000 on the earlier of March 31, 2005 or the date the Business is sold, regardless of whether the Business is sold; (b) a contingent retention bonus of $125,000 if the Business is sold, to be paid on such date, so long as such date is on or before March 31, 2005; (c) a contingent incentive bonus if the Business is sold, the amount of which depends upon the aggregate cash purchase price paid to the Company for the Business (which contingent incentive bonus will be $750,000 if the sale of the Business to Jabil as described above is completed for $195 million); and (d) a contingent severance payment of $250,000 if the Business is sold and Mr. Rudd is not offered substantially equivalent employment by the buyer of the Business and therefore declines an employment offer from the buyer, or if Mr. Rudd accepts an offer of employment from the buyer but within six months after it commences that employment is terminated by the buyer (other than for cause) or by Mr. Rudd because of a change in his employment such that it no longer constitutes substantially equivalent employment. Under the terms of the Retention Agreement, Mr. Rudd will resign from the Company on the date the sale of the Business is completed, and will on that date release the Company from any claims in connection with his employment by the Company or the termination of that employment. The Retention Agreement will expire on March 31, 2005 if

the Business is not sold by that date, in which case Mr. Rudd will not be required to resign and only the $125,000 fixed retention bonus described above will be paid to him.

Item 8.01. Other Events

On February 4, 2005, the Company’s Board of Directors conditionally approved a new authorization under which the Company may repurchase up to $145 million of its common stock. That repurchase authorization is contingent upon the closing of the sale of the Electronics Manufacturing business (described in Item 1.01), and is effective until September 30, 2006. If that condition is satisfied, this new repurchase authorization will replace the prior repurchase authorization approved in May 2004 (purchases under which will not count toward the $145 million authorized under the new repurchase program).

A copy of the press release announcing this new repurchase authorization is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press release issued by Varian, Inc. dated February 7, 2005.
99.2	Press release issued by Varian, Inc. dated February 7, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VARIAN, INC. (Registrant)
By	/s/ Arthur W. Homan
	Arthur W. Homan Vice President, General Counsel and Secretary

Date: February 7, 2005

EX-99.1

Exhibit 99.1

Investor contact:

Varian, Inc.

Investor Relations

650.213.8000, Ext. 3752

ir@varianinc.com

Media contact:

Lauren Lum

Varian, Inc.

650.424.5286

lauren.lum@varianinc.com

FOR IMMEDIATE RELEASE:

February 7, 2005

VARIAN, INC. TO SELL ELECTRONICS MANUFACTURING BUSINESS FOR $195 MILLION

Divestiture will allow Varian, Inc. to focus efforts and capital on core business

PALO ALTO, Calif. – Varian, Inc. (Nasdaq:VARI), a major supplier of scientific instruments, consumables and vacuum technologies serving a broad range of life science and industrial customers worldwide, announced today it entered into a definitive agreement to sell its Electronics Manufacturing business to Jabil Circuit, Inc., a global leader in the electronics manufacturing services (EMS) sector, for approximately $195 million in cash, subject to a working capital adjustment.

“I believe that divesting this non-core business is the ideal way to advance our overall strategy of focusing our resources on growing our core business. Our strategic strength is in the pure play of scientific instruments and vacuum technologies and leveraging the synergies between those two businesses to grow in life sciences,” said Garry W. Rogerson, President and Chief Executive Officer, Varian, Inc. “We will continue to focus our efforts on investing in R&D, improving our operating margins, and pursuing synergistic acquisitions in a highly disciplined manner. Additionally, we will utilize our newly announced $145 million repurchase authorization to buy back shares. Our strategy of focusing on information rich detection products, including nuclear magnetic resonance, mass spectrometry, infrared and application-based consumables remains unchanged.”

As part of Varian, Inc.’s focus on complementary acquisitions to accelerate growth and expand operating margins, the company recently completed two purchases that enhance the company’s ability to perform in the spectroscopy and magnetic resonance imaging markets. The infrared product line, including FT-IR and Raman technologies, acquired from Digilab,

LLC in September 2004, complements the company’s molecular product offering as well as information rich detectors. The acquisition of Magnex Scientific Ltd. in November 2004 provides Varian, Inc. a key competency needed to grow and expand the user base for nuclear magnetic resonance and magnetic resonance imaging applications.

“The Electronics Manufacturing business will benefit from an increased management focus and investment by Jabil, providing it with the resources and attention to grow and better serve customers in its niche application,” added Rogerson.

With facilities in Tempe, Arizona, and Poway and Rocklin, California, the Electronics Manufacturing business segment serves customers with low- to medium-volume and high-mix requirements of diverse products. The segment generated $192 million in revenue to external customers during fiscal year 2004. The closing of the divestiture, which is subject to regulatory clearance and other customary conditions, is expected to occur in early March.

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Caution Regarding Forward-Looking Statements

This press release includes forward-looking statements which are subject to risks, uncertainties and assumptions that could cause the company’s actual results to differ materially from management’s current expectations. Those risks and uncertainties include, but are not limited to, the following: whether we will succeed in new product development, release, commercialization, performance, and acceptance; whether we can achieve continued growth in sales in life science applications; risks arising from the timing of shipments, installations, and the recognition of revenues on leading-edge NMR and MR imaging systems and superconducting magnets; the impact of shifting product mix on profit margins in the Scientific Instruments segment; whether we will see continued strong demand for vacuum products; competitive products and pricing; economic conditions in the Company’s product and geographic markets; foreign currency fluctuations that could adversely impact revenue growth and earnings; whether we will be able to successfully integrate acquired businesses; whether we will see reduced demand from customers that operate in cyclical industries; the impact of any delays or reduction in government funding for research; our ability to improve efficiencies; whether we are successful in completing the sale of our Electronics Manufacturing business; how accounting rules will require us to account for the Electronics Manufacturing business as a discontinued operation; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

About Varian, Inc.

Varian, Inc. is a major supplier of scientific instruments, vacuum technologies, and specialized contract electronics manufacturing services. These businesses serve a broad range of life science and industrial customers worldwide. The company manufactures in 15 locations in North America, Europe, and the Pacific Rim and employs some 4,600 people. Varian, Inc. had fiscal year 2004 sales of $916 million. Additional information about Varian is available at www.varianinc.com.

EX-99.2

Exhibit 99.2

For More Information:

Varian, Inc.

ir@varianinc.com

650.213.8000, Ext. 3752

FOR IMMEDIATE RELEASE

February 7, 2005

VARIAN, INC. BOARD AUTHORIZES STOCK REPURCHASE PROGRAM

PALO ALTO, Calif. – On February 4, 2005, the Board of Directors of Varian, Inc. (Nasdaq:VARI) authorized the Company to repurchase up to $145 million of its common stock. These repurchases are currently expected to be made in the next twelve months, but are authorized to be made until September 30, 2006.

The repurchase program is contingent upon completion of the company’s announced divestiture of its Electronics Manufacturing business for $195 million. That divestiture was announced separately today, and is expected to be completed in early March.

“We believe that a share repurchase is an excellent vehicle to enhance value for our shareholders,” said G. Edward McClammy, Senior Vice President and Chief Financial Officer, Varian, Inc. “And in a very tangible way, it also demonstrates the confidence our board of directors and management have in the company’s strategy and potential for the future. Even with the completion of this stock buy-back, we will still have sufficient cash available to continue our strategy of identifying and acquiring businesses that complement our existing product range.”

This program will, once effective, replace a previous authorization to repurchase up to 1,000,000 shares, of which 808,000 shares remained available for repurchase at December 31, 2004.

Purchases will be made from time-to-time through brokers and dealers in public market or in privately negotiated transactions.

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Varian, Inc. is a major supplier of scientific instruments, vacuum technologies, and specialized contract electronics manufacturing services. These businesses serve a broad range of life science and industrial customers worldwide. The company manufactures in 15 locations in North America, Europe, and the Pacific Rim and employs some 4,600 people. Varian, Inc. had fiscal year 2004 sales of $916 million. Additional information about Varian, Inc. is available at www.varianinc.com.