-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SfsT89Yr0IZSl3p8qdcaHEI7/XNELrtr2UAJL045ImOnl0W4amowuR4WAxj0fFOO XOJXPjIfyoW+XTfED8sbmg== 0001193125-07-094165.txt : 20070430 0001193125-07-094165.hdr.sgml : 20070430 20070427203928 ACCESSION NUMBER: 0001193125-07-094165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070427 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN INC CENTRAL INDEX KEY: 0001079028 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 770501995 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25393 FILM NUMBER: 07797612 BUSINESS ADDRESS: STREET 1: 3120 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304-1030 BUSINESS PHONE: 650-213-8000 MAIL ADDRESS: STREET 1: 3210 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 d8k.htm CURRENT REPORT ON FORM 8-K Current Report on Form 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): April 24, 2007

 


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:

 

  ¨ 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 2.05 Costs Associated with Exit or Disposal Activities

On April 24, 2007, Varian, Inc. (the “Company”) committed to a plan to combine and optimize the development and assembly of most of its nuclear magnetic resonance (“NMR”) and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more rapidly growing product lines and geographies. As part of the plan, the Company will create an information rich detection (“IRD”) center in Walnut Creek, California, where NMR operations currently located in Palo Alto, California will be integrated with mass spectrometry operations already located in Walnut Creek. The Company will invest in a new 45,000 square foot building and a substantial remodel of an existing building there to house the IRD center. Upon its completion, the plan is expected to result in certain operational improvements and efficiencies, which the Company anticipates will result in a reduction of its overall cost structure.

As a result of the plan, a number of employee positions will be relocated or eliminated and certain facilities will be consolidated. The actions under the plan will impact the Scientific Instruments segment and are expected to result in the elimination of between approximately 40 and 60 positions. Management expects these activities to be completed during the first half of its fiscal year 2009.

Restructuring and other related costs expected to be incurred associated with the actions described above are currently estimated to be between $9.5 million and $14.5 million, of which between $3.5 million and $5.0 million is expected to be recorded in the second half of fiscal year 2007. Total costs expected to be incurred under the plan are comprised as follows:

 

  - One-time termination benefits and retention payments for employees whose positions are being relocated or eliminated of between $4.5 million and $6.5 million,
  - Costs related to relocating facilities (including decommissioning costs, moving costs and temporary facility/storage costs) of between $2.5 million and $3.5 million,
  - Accelerated depreciation of fixed assets resulting from facility actions under the plan of between $1.0 million and $1.5 million,
  - Lease termination costs (including future lease payments on vacated facilities) of between $0.5 million and $1.0 million, and
  - Other non-recurring, incremental costs resulting from the plan of between $1.0 million and $2.0 million.

These costs are expected to be recorded and settled beginning in the third quarter of fiscal year 2007 through the second quarter of fiscal year 2009 except for certain lease termination-related costs, which might be settled as late as the fourth quarter of fiscal year 2012. A total of $8.0 million to $12.5 million of the above costs are expected to result in cash expenditures.

In connection with this plan, the Company also expects to make capital expenditures of up to $25 million beginning in the fourth quarter of fiscal year 2007 and continuing through the first half of fiscal year 2009. The Company expects that a significant portion of these expenditures will fall within its typical capital spending pattern measured over a two-year period.

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number   

Exhibit Title or Description

99.1    Press Release issued April 25, 2007.

 


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/ G. Edward McClammy
 

G. Edward McClammy

Senior Vice President, Chief Financial Officer

and Treasurer

 

Date: April 27, 2007

 


EXHIBIT INDEX

 

Exhibit
Number
  

Exhibit Title or Description

99.1    Press Release issued April 25, 2007.

 

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

For More Information, Contact:

Investor Relations

Varian, Inc.

650.213.8000, Ext. 3752

ir@varianinc.com

 

VARIAN, INC. TO BUILD NEW WORLD-CLASS INFORMATION RICH DETECTION CENTER IN WALNUT CREEK, CALIFORNIA

PALO ALTO, Calif. — Varian, Inc. (NasdaqGS: VARI) today announced plans to build a world-class Information Rich Detection (IRD) center to optimize the development and assembly of nuclear magnetic resonance (NMR) and mass spectrometry products in Walnut Creek, California.

Merging its NMR and mass spectrometry expertise into this single location capitalizes on the combined capabilities to develop innovative IRD solutions that are more powerful, complementary, and user-friendly. Underscoring Varian’s commitment to IRD and the benefits that a combined location and organization will provide, the Company will invest in a brand new 45,000 square foot facility in Walnut Creek and a substantial remodel of an existing building there. The new campus will house a demonstration lab where customers can experience first hand the performance of Varian’s entire suite of products in a single location. The new IRD Center is expected to open in late 2008.

“This project is part of our continuing initiative to be a leading supplier of Information Rich Detection products,” said Martin O’Donoghue, Senior Vice President, Scientific Instruments, Varian, Inc. “The new facility will enable us to develop and manufacture new generations of NMR and mass spec instruments more quickly and efficiently. Our investment in a world-class demonstration and application lab will also allow us to provide our North American customers with enhanced application expertise in both NMR and mass spec.”

In keeping with the Company’s efforts to increase the geographic efficiencies of its global operations, the facility will also house Varian’s North American administration center and Scientific Instruments management team. Varian’s corporate headquarters will remain in Palo Alto, California, along with a technology center focused on NMR research and software development.

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Varian, Inc. is a leading worldwide supplier of scientific instruments and vacuum technologies for life science and industrial applications. The company provides complete solutions, including instruments, vacuum components, laboratory consumable supplies, software, training and support through its global distribution and support systems. Varian, Inc. employs approximately 3,800 people and operates manufacturing facilities in 13 locations in North America, Europe and Asia Pacific. Varian, Inc. had fiscal year 2006 sales of $835 million, and its common stock is traded on the NASDAQ Global Select Market under the symbol, “VARI”. Further information is available on the company’s Web site: http://www.varianinc.com.

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