Varian Semiconductor Equipment Associates 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2011
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (978) 282-2000
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.):
On November 10, 2011, Applied Materials, Inc., a Delaware corporation (Applied), completed its previously-announced acquisition of Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (Varian). Pursuant to the terms of that certain Agreement and Plan of Merger dated as of May 3, 2011 (the Merger Agreement), Barcelona Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Applied (Merger Sub), merged with and into Varian (the Merger), with Varian surviving the Merger as a wholly-owned subsidiary of Applied.
Pursuant to the Merger Agreement and by virtue of the Merger, each share of Varian common stock issued and outstanding immediately prior to the Merger was converted into the right to receive $63 in cash, without interest (the Merger Consideration), on the terms and subject to the conditions set forth in the Merger Agreement (excluding shares that were: (i) held by Applied, Merger Sub or any other wholly-owned subsidiary of Applied; or (ii) held by Varian or any wholly-owned subsidiary of Varian, or held in Varians treasury). As also provided under the Merger Agreement, certain equity awards held by employees of Varian were converted into cash equal to the difference between the Merger Consideration and the exercise price, if any, of such awards, while other equity awards held by employees of Varian were assumed by Applied and converted into equity awards of Applied on terms substantially equivalent to the terms of the original awards.
Applied funded the Merger Consideration and certain costs associated with the Merger through a combination of existing cash balances and the net proceeds of the senior unsecured notes that Applied issued on June 8, 2011 in the aggregate principal amount of $1.75 billion.
Following the completion of the Merger, on November 10, 2011 Varian notified NASDAQ OMX Group (NASDAQ) that the Merger had been completed. At Varians request: (i) on November 10, 2011, NASDAQ filed with the SEC a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), to strike Varians common stock from listing on the NASDAQ Global Select Market and to withdraw Varians common stock from registration under Section 12(b) of the Exchange Act; and (ii) as of the close of business on November 10, 2011, NASDAQ suspended trading of the Varian common stock on the NASDAQ Global Select Market.
The disclosures under Item 2.01 and Item 3.01 are incorporated herein by reference.
The disclosure under Item 2.01 is incorporated herein by reference.
On November 10, 2011: (i) Varians certificate of incorporation was amended and restated in its entirety so as to read in its entirety in the form attached hereto as Exhibit 3.1; and (ii) Varians bylaws were amended and restated in their entirety so as to read in their entirety in the form attached hereto as Exhibit 3.2.
The following exhibits are being filed herewith:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 17, 2011