- Additional Proxy Soliciting Materials (definitive) (DEFA14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

Varian Semiconductor Equipment Associates, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)		Proposed maximum aggregate value of transaction:

	(5)		Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

SUPPLEMENT #2 TO DEFINITIVE PROXY STATEMENT

This supplemental information should be read in conjunction with the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) by Varian Semiconductor Equipment Associates, Inc. (the “Company”) on June 29, 2011, as supplemented by the Schedule 14A filed with the SEC on July 15, 2011 (as supplemented, the “Definitive Proxy Statement”), which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement.

The following disclosure is added to the end of the paragraph on page 9 under the heading “Legal Proceedings Regarding the Merger” and to the end of the paragraph on page 51 under the heading “Legal Proceedings Regarding the Merger”.

On July 15, 2011, plaintiff in the Crane Action filed a motion for expedited proceedings, a motion for expedited discovery, and a motion for a preliminary injunction seeking to enjoin the merger. On July 18, 2011, the court denied plaintiff’s motion for expedited discovery but granted plaintiff’s motion for expedited proceedings and set a briefing schedule with respect to plaintiff’s motion for a preliminary injunction. On July 18, 2011, following the court’s denial of his motion for expedited discovery, plaintiff filed a supplemental submission in support of his motion for expedited discovery. On July 19, 2011, defendants submitted a joint response in opposition to plaintiff’s supplemental submission. On July 20, 2011, the court entered an order treating plaintiff’s supplemental submission as a renewed motion for expedited discovery and denying plaintiff’s renewed motion. On July 21, 2011, plaintiff filed a notice of voluntary dismissal of his action with prejudice, pursuant to Federal Rule of Civil Procedure 41(a)(1)(A).

On July 21, 2011, a second putative class action lawsuit captioned Louisiana Municipal Police Employees Retirement System v. Gary E. Dickerson. , et al. , No. 1:11-cv-11294, was filed by a purported stockholder of the Company in the United States District Court for the District of Massachusetts (the “LMPERS Action”). The LMPERS Action names the same defendants, asserts similar claims and seeks similar relief as the Crane action. The Company believes the lawsuit is without merit and intends to vigorously defend against the litigation.

The following disclosure is added to the end of the paragraph on page 5 under the heading “Regulatory Approvals” and to the end of the second paragraph on page 50 under the heading “Regulatory Approvals”.

On July 6, 2011, Taiwan’s antitrust regulatory authority concluded that it does not have jurisdiction to review the merger.

Varian (NASDAQ:VSEA)
Historical Stock Chart
From Jun 2024 to Jul 2024