S-8

As filed with the Securities and Exchange Commission on February 4, 2005

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VARIAN, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	77-0501995
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

3120 Hansen Way

Palo Alto, CA 94304-1030

(Address of Principal Executive Offices)

Varian, Inc.

Omnibus Stock Plan

(Full Title of the Plan)

Arthur W. Homan

Vice President, General Counsel and Secretary

Varian, Inc.

3120 Hansen Way

Palo Alto, CA 94304-1030

(Name and Address of Agent For Service)

(650) 213-8000

(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

John E. Aguirre, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304(650)

493-9300

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, (2) par value $.01 per share	5,000,000 shares	$38.94	$194,700,000	$22,916.19

(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price have been calculated on the basis of $38.94 per share, the average of the high and low price of the Common Stock on the Nasdaq National Market on January 28, 2005.

(2) Includes Preferred Stock Purchase Rights which, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the Common Stock.

PART I

Item 1. Plan Information *

Item 2. Registrant Information and Employee Plan Annual Information *

* Information required by Part I 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 (the “Securities Act”) and the Note to Part I of Form S-8.

PART II

Item 3. Incorporation of Certain Documents by Reference

The following documents filed by Varian, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference to this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K (File No. 000-25393) for the fiscal year ended October 1, 2004.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant document referred to in (a) above.

(c) The description of the Registrant’s common stock and preferred stock purchase rights contained in the registration statements filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 8-A, including any subsequent amendments or reports filed for the purpose of updating that information.

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 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 in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

Inapplicable.

Item 5. Interests of Named Experts and Counsel

Inapplicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware ( “Delaware Law”) authorizes a Delaware corporation to indemnify officers, directors, employees and agents of the corporation, in connection with actual or threatened actions, suits or proceedings provided that such officer, director, employee or agent acted in good faith and in a manner such officer reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. This authority is sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

The Registrant’s Restated Certificate of Incorporation and By-laws provide for indemnification of officers and directors to the fullest extent permitted by Delaware Law. In addition, the Registrant has, and intends in the future to enter into, agreements to provide indemnification for directors and officers in addition to that contained in the Restated Certificate of Incorporation and By-laws.

1

Item 7. Exemption From Registration Claimed

Inapplicable.

Item 8. Exhibits

Exhibit Number	Name
4.1	Varian, Inc. Omnibus Stock Plan (1)
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, P.C. is included in Exhibit 5.1 to this Registration Statement.
24.1	Powers of Attorney.

(1) Incorporated by reference to the Registrant’s Schedule 14A Definite Proxy Statement, filed with the Commission on December 20, 2004.

Item 9. Undertakings

(a) 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;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the 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, the 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 the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, 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.

2

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act 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 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 its 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.

3

SIGNATURES

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 the City of Palo Alto, State of California on the 4th day of February, 2005.

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

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Garry W. Rogerson Garry W. Rogerson	President and Chief Executive Officer, Director	February 4, 2005
/s/ G. Edward McClammy G. Edward McClammy	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	February 4, 2005
/s/ Sean M. Wirtjes Sean M. Wirtjes	Controller (Principal Accounting Officer)	February 4, 2005
* Richard U. De Schutter	Director	February 4, 2005
*Conrad W. Hewitt	Director	February 4, 2005
*Allen J. Lauer	Director	February 4, 2005
*John G. McDonald	Director	February 4, 2005
* Wayne R. Moon	Director	February 4, 2005
*Elizabeth E. Tallett	Director	February 4, 2005

* By:	/s/ Arthur W. Homan
	Arthur W. Homan Attorney-in-fact

4

EXHIBIT INDEX

Exhibit Number	Name
4.1	Varian, Inc. Omnibus Stock Plan (1)
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, P.C. is included in Exhibit 5.1 to this Registration Statement.
24.1	Powers of Attorney.

(1) Incorporated by reference to the Exhibit A of Registrant’s Schedule 14A Definite Proxy Statement, filed with the Commission on December 20, 2004.

EX-5.1

EXHIBIT 5.1

February 4, 2005

Varian, Inc.

3120 Hansen Way

Palo Alto, California 94304-1030

Re: Registration Statement on Form S-8 – Varian, Inc. Omnibus Stock Plan

Ladies and Gentlemen:

At your request, we are rendering this opinion in connection with the proposed issuance pursuant to the Varian, Inc. Omnibus Stock Plan (the “Plan”), of up to 5,000,000 additional shares of common stock, $.01 par value (“Common Stock”), of Varian, Inc., a Delaware corporation (the “Company”) (the “Shares”).

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination, we are of the opinion that the Shares to be issued by the Company pursuant to the Plan are validly authorized shares of Common Stock, and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

Wilson Sonsini Goodrich & Rosati, P.C.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 8, 2004 relating to the financial statements, which appears in the 2004 Annual Report to Shareholders of Varian, Inc., which is incorporated by reference in Varian Inc.’s Annual Report on Form 10-K for the year ended October 1, 2004. We also consent to the incorporation by reference of our report dated December 8, 2004 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

San Jose, California

February 4, 2005

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY OF DIRECTORS

KNOW ALL PERSONS BY THESE PRESENTS:

Each of the undersigned directors of Varian, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Arthur W. Homan and G. Edward McClammy and each of them with power to act alone, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute a Registration Statement or Registration Statements on Form S-8 or other appropriate form, under the Securities Act of 1933, as amended, including post-effective amendments to previously filed Registration Statements, relating to the shares of Common Stock of the Company issuable under the Varian, Inc. Omnibus Stock Plan, as amended, and any and all amendments (including post-effective amendments) to such Registration Statement(s), and to file such Registration Statement(s) and any and all amendments thereto, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes, as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, we have hereunto set our hands this the 3rd day of February, 2005.

/s/ Richard U. De Schutter	/s/ Wayne R. Moon
Richard U. De Schutter	Wayne R. Moon
/s/ Conrad W. Hewitt	/s/ Garry W. Rogerson
Conrad W. Hewitt	Garry W. Rogerson
/s/ Allen J. Lauer	/s/ Elizabeth E. Tallett
Allen J. Lauer	Elizabeth E. Tallett
/s/ John G. McDonald
John G. McDonald