Varian Medical Systems Inc – ‘8-K’ for 6/20/97

As of:  Monday, 7/7/97   ·   For:  6/20/97   ·   Accession #:  950149-97-1344   ·   File #:  1-07598

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Dated 6-20-97                                 5     17K 
 2: EX-2.1      Asset Purchase Agreement Dated 5-7-97                 71    259K 
 3: EX-2.2      First Amend. to Asset Pur. Agree. Dated 6-2-97         4     17K 

8-K   —   Form 8-K Dated 6-20-97
Document Table of Contents

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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):  June 20, 1997                

 Varian Associates, Inc.
(Exact name of registrant as specified in its charter)

Delaware                  1-7598                     94-235945        
------------------        ----------------          --------------------        
(State or other         (Commission File             (I.R.S. Employer       
jurisdiction of              Number)               Identification No.)      
incorporation)                                                              

3050 Hansen Way                                                 
Palo Alto, California                                   94304-1000    
---------------------                                   ----------    
(Address of principal                                   (Zip Code)    
executive offices)                                                

Registrant's telephone number, including area code:          (415) 493-4000     

Not applicable
 -------------------------------------------------------------
 (Former name or former address, if changed since last report)

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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.                                  

        On May 7, 1997, Novellus Systems, Inc., a California
corporation ("Buyer"), entered into an Asset Purchase Agreement (the            
"Agreement") with Varian Associates, Inc., a Delaware corporation               
("Registrant"), pursuant to which Buyer agreed to purchase substantially all of 
Registrant's Thin Film Systems business (the "Business"). Copies of the         
Agreement are attached hereto as Exhibit 2.1. The Business, a component of one  
of Registrant's three core businesses, develops, manufactures and distributes   
products for physical vapor deposition and chemical vapor deposition of thin    
films.                                                                          

           On June 20, 1997 (the "Exchange Date"), the sale of the
Business was completed, to be effective as of June 13, 1997 (the "Closing       
Date"). On the Exchange Date, Buyer acquired (effective as of the Closing Date) 
substantially all of the assets of the Business located in the United States.   
Registrant and Buyer are currently in the process of documenting the transfer of
substantially all of the assets of the Business located outside the United      
States, such transfers to be effective as of the Closing Date. In addition,     
Registrant and Buyer entered into an amendment to the Agreement (together with  
the Agreement, the "Amended Agreement"), copies of which are attached hereto as 
Exhibit 2.2 and incorporated herein by reference. Pursuant to the Amended       
Agreement, the Purchase Price for the Business was reduced, the Closing Date was
delayed and certain conditions to closing were amended.                         

           In accordance with the Amended Agreement, Buyer and its
affiliates paid to Registrant and its affiliates on the Closing Date            
$145,500,000 (the "Purchase Price"), subject to further adjustment as set forth 
in the Amended Agreement, in cash in consideration of the sale of the assets of 
the Business. Buyer also assumed as of the Closing Date certain specified       
liabilities of Registrant and its affiliates related to the Business. Except as 
specifically provided in the Amended Agreement, Registrant and its affiliates   
generally retained all liabilities of the Business arising from the operations, 
activities or transactions of the Business up through the Closing Date,         
including various environmental related liabilities.                            

             The Amended Agreement provides that the Purchase Price is
subject to adjustment for changes, among other things, in the book value of the 
Business since December 27, 1996. Such an adjustment to the Purchase Price will 
be determined after completion of a closing balance sheet of the Business as at 
the Closing Date which will be audited by Seller's auditors. Such closing       
balance sheet must be delivered by Buyer to Registrant within 65 days following 
the Closing Date. As with any other dispute among the parties with respect to   
the Amended Agreement, any unresolved dispute concerning a possible adjustment  
to the Purchase Price will be subject to binding arbitration.                   

     In the Amended Agreement, Registrant made various
representations and warranties as to itself and the Business and has agreed to  
indemnify Buyer for any breaches thereof. Claims for breaches of such           
representations and warranties must be brought before                           

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June 13, 1998. Such indemnification obligations of Registrant apply to all      
losses, but only if such losses in the aggregate, exceed $3,000,000.            
Registrant's maximum indemnification obligation for such breaches is            
$30,000,000.                                                                    

                 All other indemnification obligations of Registrant under the
Amended Agreement have no time or dollar limitations. Such indemnification      
provisions cover, among other matters, breaches of agreements and covenants of  
Registrant, various liabilities retained by Registrant and its affiliates with  
respect to the operation of the Business through the Closing Date and           
liabilities arising from certain environmental claims and matters.              

        On the Closing Date, Registrant entered into various
agreements with Buyer pursuant to the Amended Agreement, including (a) subleases
of certain properties both to and from Buyer; (b) agreements relating to the    
purchase and sale of products; (c) an agreement whereby Registrant will provide 
certain transitional services to Buyer; and (d) agreements whereby Registrant   
has granted to Buyer various licenses relating to certain intellectual property 
of Registrant which Buyer will use in the Business. Buyer and Registrant also   
have entered into an agreement relating to certain expense reimbursement and    
indemnification obligations of Registrant with respect to certain pending       
litigation involving certain of the assets sold to Buyer pursuant to the Amended
Agreement.                                                                      

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

(a) Financial Statements of Business Acquired.                

Not applicable                              

(b) Pro Forma Financial Information.                          

Not applicable                              

(c)      Exhibits.                                            

  No.                                Description

          EX-2.1    Asset Purchase Agreement, dated as of May 7,
                  1997, by and between Registrant and Buyer.

                EX-2.2    First Amendment to Asset Purchase Agreement, dated
                          as of June 20, 1997, by and between Registrant and
Buyer.                  

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SIGNATURES

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

                     VARIAN ASSOCIATES, INC.

Date:  July 3, 1997                    By:  /s/ Joseph B. Phair                 
                                     ---------------------------------
                               Joseph B. Phair
                               Vice President,
                               General Counsel
                               and Secretary

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 EXHIBIT INDEX

                                                                [Download Table]

Exhibit                                                               
   No.               Description                              Page No.
-------     -------------------------------------             --------
                                                                      
 2.1        Asset Purchase Agreement, dated as                 2.1-1  
            of May 7, 1997, by and between                            
            Registrant and Buyer.                                     

 2.2        First Amendment to Asset Purchase                  2.2-1  
            Agreement, dated as of June 20,                           
            1997, by and between Registrant and                       
            Buyer.                                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/13/98		3
Filed on:		7/7/97
		7/3/97		4					SC 13G/A
For Period End:		6/20/97		1		5
		6/13/97		2
		5/7/97		2		5
		12/27/96		2					10-Q
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