Varian (VARI)

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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):

On November 12, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of Varian, Inc., which administers the Company’s Management Incentive Plan (the “MIP”), approved the performance measures that will be used to calculate MIP awards paid to the Company’s principal executive officer, principal financial officer and other named executive officers (the “Named Executive Officers”) for the fiscal year 2010 annual performance period. Those measures will be Company and/or business segment Revenue, Return on Sales (“ROS”) and Operating Cash Flow as a percentage of Net Income (“Cash Flow”), with the weighting between Company, segment and/or business unit results and among those performance measures varying by Named Executive Officer.

Revenue, ROS and Cash Flow will be calculated as each is defined in the MIP, except that:

(A) Revenue will be calculated excluding any impact of acquisitions or divestitures completed during the fiscal year;

(B) ROS will be calculated excluding (1) any impact of curtailing or settling defined benefit pension plans, (2) any impact of non-capitalized costs relating to contemplated or completed acquisitions, (3) any impact of share-based compensation expense, (4) any impact of acquisitions or divestitures completed during the fiscal year, (5) any impact of amortization of acquisition-related intangibles and inventory write-ups, (6) any adverse impact of consolidating or relocating operations or support functions in order to reduce costs (including income taxes), (7) any adverse impact of restructuring activities undertaken for the primary purpose of improving operating efficiencies (as opposed, for example, to a restructuring activity undertaken for the primary purpose of reducing costs in response to poor business performance), (8) any impact of “shared liabilities” with Varian Medical Systems, Inc. and/or Varian Semiconductor Equipment Associates, Inc. under the amended and restated Distribution Agreement dated as of January 14, 1999 (the “Distribution Agreement”), (9) any cost incurred in connection with the pending acquisition by Agilent Technologies, Inc., (10) any gain or loss related to exiting or disposing of facilities, and (11) any other adjustment that the Company makes to the GAAP diluted earnings per share amount set forth in its press release reporting its quarterly financial results and for which the Company provides publicly-disclosed reconciliations in accordance with Regulation G issued by the Securities and Exchange Commission; and

(C) Cash Flow will be calculated excluding (1) any cash impact of curtailing or settling defined benefit pension plans, or making any legally-required one-time funding contribution to a defined benefit pension plan as a result of a new legal requirement, (2) any adverse cash impact of acquisitions contemplated or completed during the fiscal year, (3) any cash outlays and proceeds shared with Varian Medical Systems, Inc. and/or Varian Semiconductor Equipment Associates, Inc. under the Distribution Agreement, (4) any net cash proceeds from any divestiture, (5) any adverse cash impact of consolidating or relocating operations or support functions in order to reduce costs (including income taxes), and (6) any cash impact related to cost incurred in connection with the pending acquisition by Agilent Technologies, Inc.

Set forth below are the targeted and maximum percentages of annual base salary (as of the end of fiscal year 2010) that each Named Executive Officer would receive if the targeted and maximum performance, respectively, is achieved. However, the potential bonus award could range from 30% for the Chief Executive Officer and 22.5% for the other Named Executive Officers of the target award set forth below to the maximum award set forth below, provided that a prescribed minimum level of each applicable performance measure is achieved.

The Committee also provided that in the event of a Named Executive Officer’s death, Disability (as such term is defined in the Omnibus Stock Plan) or Retirement (as defined pursuant to the Company’s or other employing affiliate’s retirement policies as they may be established from time to time) during the fiscal year 2010 annual performance period (or following that performance period but prior to payment of any otherwise earned award), the Named Executive Officer will be entitled to receive a pro-rated portion of his or her MIP award, if any, for the portion of the performance period completed prior to his or her death, Disability or Retirement. However, the Named Executive Officer’s award will be based on the actual results for the performance period and paid after the performance period at the same time as awards to other Named Executive Officers are paid.

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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):

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On November 4, 2009, Varian, Inc., a Delaware corporation, is issuing a press release announcing its financial results for its fiscal quarter and fiscal year ended October 2, 2009. A copy of the press release is attached hereto as Exhibit 99.1.

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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):

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On July 27, 2009, Varian, Inc., a Delaware corporation, issued a press release announcing its financial results for its fiscal quarter ended July 3, 2009, and cancelling its previously announced investor conference call to review those results. A copy of the press release is attached hereto as Exhibit 99.1.

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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):

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On April 29, 2009 Varian, Inc., a Delaware corporation, is issuing a press release announcing its financial results for its fiscal quarter ended April 3, 2009, and is subsequently holding a webcast conference call regarding those financial results. A copy of the press release is attached hereto as Exhibit 99.1.

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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):

At the close of business on April 2, 2009, the Rights Agreement, dated as of February 18, 1999, between Varian, Inc. (the “Company”) and First Chicago Trust Company of New York, as amended by the First Amendment to Rights Agreement, dated as of November 2, 2001, and as further amended by the Second Amendment to Rights Agreement, dated as of May 12, 2004, between the Company and EquiServe Trust Company, N.A. (as successor Rights Agent to First Chicago Trust Company of New York) (as so amended, the “Rights Agreement”), expired in accordance with its terms. Under the terms of the Rights Agreement, each of the Company’s stockholders held one preferred stock purchase right (a “Right”) for each share of the Company’s Common Stock held. Upon the expiration of the Rights Agreement, each Right also expired. As of April 2, 2009, when the Rights Agreement and each Right expired, no Rights were eligible to be exercised and none had been exercised through such date.

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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):

On March 13, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of Varian, Inc. (the “Company”), which administers the Company’s Omnibus Stock Plan (the “OSP”), approved new forms of Restricted Stock Agreements for grants under the OSP of restricted shares of the Company’s common stock to executive officers. Copies of those forms of Restricted Stock Agreements are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K (which Exhibits are incorporated herein by reference).

General Terms. Both forms of Restricted Stock Agreements provide for the grant of shares of Company common stock subject to a vesting schedule. The recipient must pay a purchase price per share equal to the par value of the Company’s common stock ($0.01), which will be deemed paid through the recipient’s services rendered to the Company. The Company will withhold a portion of the shares subject to the grant to cover applicable tax withholdings, unless the Company requires or otherwise permits the recipient to make alternate arrangements satisfactory to the Company.

Vesting. Shares of restricted stock will vest as determined by the Committee and require achievement of a performance goal (Operating Cash Flow) and otherwise generally require the recipient to remain continuously employed by the Company (or an affiliate of the Company) through each applicable vesting date. Shares of restricted stock will be held in escrow until vesting.

Generally, shares of restricted stock that have not vested by the time of a recipient’s termination of service with the Company will be forfeited. However, one form of Restricted Stock Agreement approved by the Committee (the form attached as Exhibit 10.1) provides that, in the event of the recipient’s death or Disability (as such term is defined in the OSP) while he or she is an employee, the recipient will be entitled to vest on the date of termination (or, if later, on the date the Committee determines achievement of the performance objective) in a certain number of the shares of restricted stock (determined in accordance with the terms and conditions of the Restricted Stock Agreement) depending on the date of the recipient’s death or Disability.

The second form of Restricted Stock Agreement approved by the Committee (the form attached as Exhibit 10.2) provides that, in the event of the recipient’s death, Disability (as such term is defined in the OSP) or Retirement (as such term is defined pursuant to the Company’s retirement policies as they may be established from time to time) while he or she is an employee, the recipient will be entitled to vest on the date of termination (or, if later, on the date the Committee determines achievement of the performance objective) in a certain number of the shares of restricted stock (determined in accordance with the terms and conditions of the Restricted Stock Agreement) depending on the date of the recipient’s death, Disability or Retirement.

Stockholder Rights. A recipient of shares of restricted stock generally will have the rights of a Company stockholder, including voting rights and the right to receive dividends and distributions, with respect to the shares upon their issuance, recordation and delivery to the recipient or escrow agent.

This description of the forms of Restricted Stock Agreements is fully qualified by reference to those Agreements as attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2.

On March 13, 2009, the Committee approved the following restricted stock grants under the OSP to the Company’s Named Executive Officers:

For the Named Executive Officers other than Mr. McClammy, these grants were made subject to the terms of the form of Restricted Stock Agreement approved by the Committee at the same meeting and attached to this Current Report on Form 8-K as Exhibit 10.1.

Mr. McClammy’s grant was made subject to the terms of the form of Restricted Stock Agreement approved by the Committee at the same meeting and attached to this Current Report on Form 8-K as Exhibit 10.2.

The vesting of these restricted shares will require achievement of a targeted level of Operating Cash Flow (as set by the Committee) for the performance period that begins with the first business day of the second quarter of fiscal year 2009 and ends on the last business day of the first quarter of fiscal year 2010 (the “Performance Period”). The targeted level of Operating Cash Flow is expressed as the percentage calculated by dividing Operating Cash Flow by Net Income (Operating Cash Flow and Net Income to be calculated as defined in the OSP, except that Operating Cash Flow will be calculated excluding (1) any cash impact of curtailing or settling defined benefit pension plans, or making any legally-required one-time funding contribution to a defined benefit pension plan as a result of a new legal requirement, (2) any adverse cash impact of acquisitions contemplated or completed during the Performance Period, (3) any cash outlays and proceeds shared with Varian Medical Systems, Inc. and/or Varian Semiconductor Equipment Associates, Inc. under the Distribution Agreement, (4) any net cash proceeds from any divestiture, (5) any adverse cash impact of consolidating or relocating operations or support functions in order to reduce costs (including income taxes), and (6) any adverse cash impact of non-recurring costs to transition to internal magnet supply, to the extent any of the foregoing items would otherwise impact the calculation of Operating Cash Flow as defined in the OSP). If the targeted level of Operating Cash Flow is achieved for the Performance Period, vesting of these restricted shares will then generally depend on continued employment through each specified vesting date, as set forth in the applicable Restricted Stock Agreement.

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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):

(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):

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On February 4, 2009 Varian, Inc., a Delaware corporation, is issuing a press release announcing its financial results for its fiscal quarter ended January 2, 2009, and is subsequently holding a webcast conference call regarding those financial results. A copy of the press release is attached hereto as Exhibit 99.1.

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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):

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, as amended.

On January 16, 2009, Varian, Inc., a Delaware corporation, issued a press release announcing certain preliminary financial results for its first fiscal quarter ended January 2, 2009. A copy of the press release is attached hereto as Exhibit 99.1.

On January 14, 2009, the management of Varian, Inc. committed to a plan to reduce its cost structure, primarily through headcount reductions (the “Plan”), due to continuing uncertainty in the global economic environment.

The Plan primarily involves the elimination of approximately 240 regular employee and 80 temporary positions in both the Scientific Instruments and Vacuum Technologies segments. The geographic distribution of these positions is as follows (numbers are approximate):

In addition, the Plan includes the closure of 1 small R&D/manufacturing facility in North America (Lake Forest, California) and 2 sales offices in Europe (Sweden and Switzerland).

Restructuring and other related costs expected to be incurred in connection with the actions described above are currently estimated to be between $8.5 million and $10.5 million, of which between $8.0 million and $9.5 million is expected to impact the Scientific Instruments segment and between $0.5 million and $1.0 million is expected to impact the Vacuum Technologies segment. These costs will be recorded and included in cost of sales, selling, general and administrative expenses and research and development expenses. Total costs expected to be incurred under the Plan are comprised of the following:

Most of these costs are expected to be recorded and settled during fiscal year 2009, although certain one-time termination benefits are expected to be settled in fiscal year 2010. Non-cash costs are not expected to be material under the Plan.

Upon its completion, the Plan is expected to result in a reduction in annual operating expenses of between $20 million and $24 million. These estimated cost savings are expected to be substantially realized by the beginning of the third quarter of fiscal year 2009, with the remainder expected to be realized by the end of that fiscal year.

On January 16, 2009, Varian, Inc., a Delaware corporation, issued a press release announcing this cost reduction plan. A copy of the press release is attached hereto as Exhibit 99.2.

Caution Regarding Forward-Looking Statements

This Item 2.05 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management’s current expectations, are not guarantees of future performance, and involve certain risks and uncertainties that could cause the company’s actual results to differ materially from management’s current expectations and the forward-looking statements made in this press release. Those risks and uncertainties include, but are not limited to, the following: the actual costs, timing and benefits of the restructuring and other cost reduction activities described above; and other risks detailed from time to time in the company’s filings with the Securities and Exchange Commission. We undertake no special obligation to update any forward-looking statements, whether in response to new information, future events or otherwise.

2

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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:

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On October 29, 2008, Varian, Inc., a Delaware corporation, is issuing a press release announcing its financial results for its fiscal quarter and fiscal year ended October 3, 2008, and is subsequently holding a webcast conference call regarding those financial results. A copy of the press release is attached hereto as Exhibit 99.1.

In order to reduce operating costs and increase margins, on October 29, 2008, the management of Varian, Inc. (the “Company”) committed to a plan to reduce its employee headcount (the “Plan”).

The Plan involves the termination of approximately 35 employees, primarily located in Europe, and will result in pretax restructuring and other related costs totaling between $2.5 million to $3.5 million. These costs will relate primarily to one-time termination benefits. The Company currently anticipates that these costs will be recorded and that the related actions will be substantially completed in the first half of fiscal year 2009. The restructuring costs include no non-cash components and are expected to be settled by the end of fiscal 2011.

Upon its completion, the Plan is expected to result in a reduction in our annual operating expenses of between $2 million and $3 million. These estimated cost savings are not expected to be fully realized until the second half of fiscal year 2009.

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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:

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On October 14, 2008, Varian, Inc., a Delaware corporation, issued a press release pre-announcing certain preliminary financial results for its fiscal quarter and fiscal year ended October 3, 2008. A copy of the press release is attached hereto as Exhibit 99.1.

(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:

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On July 23, 2008, Varian, Inc., a Delaware corporation, is issuing a press release announcing its financial results for the fiscal quarter ended June 27, 2008, and is subsequently holding a webcast conference call regarding those financial results. A copy of the press release is attached hereto as Exhibit 99.1.