As filed with the Securities and Exchange Commission on March 4, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 ___________________________________
Varex Imaging Corporation
(Exact name of registrant as specified in its charter)
 ___________________________________
Delaware
81-3434516
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
1678 S. Pioneer Road,
 Salt Lake City, Utah 84104
(Address of Principal Executive Offices) (Zip Code)
Varex Imaging Corporation 2017 Employee Stock Purchase Plan
(Full title of the plan)
 ___________________________________

Kimberley E. Honeysett
Senior Vice President, Chief Legal Officer, General Counsel and Corporate Secretary
Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84104
801-972-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:
Brett Cooper
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, California 94105
(415) 773-5700



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐  
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐

2

EXPLANATORY NOTE

    Pursuant to General Instruction E of Form S-8, Varex Imaging Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 900,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), that have become reserved, in the aggregate, for issuance under the Registrant’s 2017 Employee Stock Purchase Plan, as amended (the “ESPP”). The increase in the number of shares of Common Stock reserved for issuance under the ESPP was approved by stockholders at Registrant’s Annual Meeting of Stockholders on February 13, 2025. These additional shares of Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on January 27, 2017 (File No. 333-215770) and a subsequent Registration Statement on Form S-8 was filed with the Commission on February 11, 2022 (File No. 333-262686) (collectively, the “Prior Registration Statements”). This Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements referenced above, except to the extent supplemented, amended or superseded by the information set forth herein.

Item 3.
Incorporation of Documents by Reference.

    The Registrant hereby incorporates by reference in this Registration Statement the following documents previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 27, 2024, filed on November 19, 2024 pursuant to Section 13(a) of the Exchange Act (the “2024 10-K”);

(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’s Annual Report referred to in (a) above; and

(c)The description of the Registrant’s Common Stock contained in Exhibit 4.1, filed on November 19, 2024 with the 2024 10-K.

    All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to specific sections of such statements as set forth therein.

    Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6.
Indemnification of Directors and Officers.

    The Delaware General Corporation Law (the “DGCL”) authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. The DGCL also authorized corporations to limit or eliminate the personal liability of certain officers to corporations and their stockholders for monetary damage for breaches of the fiduciary duty of care. The Registrant’s amended and restated certificate of incorporation, as amended, includes such exculpation provisions. The Registrant’s amended and restated certificate of incorporation, as amended, and its amended and restated bylaws include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of the Registrant, or for serving at the Registrant’s request as a director or officer or another position at another corporation or enterprise, as the case may be. The Registrant’s amended and restated certificate of incorporation, as amended and it amended and restated bylaws also provide that the Registrant must indemnify and advance reasonable expenses to its directors and officers, subject to its receipt of an undertaking from the indemnified party as may be required under the DGCL. The Registrant’s amended and restated certificate of incorporation, as amended, expressly authorizes the Registrant to carry directors’ and officers’ insurance to protect the Registrant, its directors, officers and certain employees for some liabilities.

3

    The limitation of liability and indemnification provisions in the Registrant’s amended and restated certificate of incorporation, as amended, and its amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty, and certain officers for breach of their fiduciary duty of care. These provisions may also have the effect of reducing the likelihood of derivative litigation against the Registrant’s directors and officers, even though such an action, if successful, might otherwise benefit the Registrant and its stockholders. However, these provisions do not limit or eliminate the Registrant’s rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s or officer’s fiduciary duty of care. The provisions do not alter the liability of directors or officers under the federal securities laws.

    The Registrant has obtained director and officer liability insurance to cover liabilities directors and officers may incur in connection with their services to the Registrant.
Item 8.Exhibits.

    The following exhibits are filed herewith:


4

SIGNATURES

    Pursuant to the requirements of the Securities Act, 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 Salt Lake City, State of Utah, on March 4, 2025.

Varex Imaging Corporation

By:/s/ Kimberley E. Honeysett
Kimberley E. Honeysett
Senior Vice President, Chief Legal Officer, General Counsel and Corporate Secretary
POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kimberley E. Honeysett, Sunny S. Sanyal and Shubham Maheshwari, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8) with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.



NameTitleDate
/s/ Sunny S. SanyalPresident and Chief Executive Officer and Director
(Principal Executive Officer)
March 4, 2025
Sunny S. Sanyal
/s/ Shubham MaheshwariChief Financial Officer
(Principal Financial and Accounting Officer) 		March 4, 2025
Shubham Maheshwari
/s/ Walter M Rosebrough, Jr.DirectorMarch 4, 2025
Walter M Rosebrough, Jr.
/s/ Kathleen L. BardwellDirectorMarch 4, 2025
Kathleen L. Bardwell
/s/ Jocelyn D. ChertoffDirectorMarch 4, 2025
Jocelyn D. Chertoff
/s/ Timothy E. GuertinDirectorMarch 4, 2025
Timothy E. Guertin
/s/ Jay K. KunkelDirectorMarch 4, 2025
Jay K. Kunkel
/s/ Christine A. TsingosDirectorMarch 4, 2025
Christine A. Tsingos
5
EX-FILING FEES0001681622S-8Falsexbrli:sharesiso4217:USDxbrli:pure00016816222025-03-042025-03-0400016816222025-03-042025-03-04
Exhibit 107
CALCULATION OF FILING FEE TABLE

Form S-8
(Form Type)

VAREX IMAGING CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
Equity Common Stock, $0.01 par value per share Other900,000
(2)
$10.80 
(3)
$9,720,000 0.0001531$1,489.00 
Total Offering Amounts$9,720,000 $1,489.00 
Total Fee Offsets     — 
Net Fee Due$1,489.00 
(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 shall also cover any additional shares of the common stock, $0.01 par value per share (the “Common Stock”) of Varex Imaging Corporation (the “Registrant”) that become issuable under the Varex Imaging 2017 Employee Stock Purchase Plan, as amended (the “Plan”), by reason of any stock dividend, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2)     Represents 900,000 additional shares of Common Stock that were added to the shares available for issuance under the Plan.

(3)    Estimated solely for the purposes of calculating the registration fee, in accordance with Rules 457(c) and 457(h) of the Securities Act. The proposed maximum offering price per share is equal to 85% of $12.70, the average of the high and low sales prices per share of the Common Stock as reported on the Nasdaq Global Select Market on February 28, 2025. Pursuant to the Plan, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading day of the offering period and the last trading day of the purchase period.

Exhibits 5.1 & 23.1
imagea.jpg
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
+1-415-773-5700
orrick.com


March 4, 2025

Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84104

Re:Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Varex Imaging Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s registration statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 900,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”) reserved for issuance pursuant to the Company’s 2017 Employee Stock Purchase Plan, as amended (the “Plan”).
As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s Amended and Restated Certificate of Incorporation of the Company, as amended, (ii) the Amended and Restated Bylaws of the Company, (iii) the Registration Statement, (iv) the Plan, and (v) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares to be issued pursuant to the terms of the Plan have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.



imagea.jpg
March 4, 2025
Page 2

The opinion expressed herein is limited to the corporate laws of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdictions.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.


Very truly yours,

/s/ Orrick, Herrington & Sutcliffe LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated November 19, 2024, relating to the financial statements of Varex Imaging Corporation and the effectiveness of Varex Imaging Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Varex Imaging Corporation for the year ended September 27, 2024.

/s/ Deloitte & Touche LLP
Salt Lake City, Utah
March 4, 2025

v3.25.0.1
Submission
Mar. 04, 2025
Submission [Line Items]  
Central Index Key 0001681622
Registrant Name VAREX IMAGING CORPORATION
Form Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: (nil)
Mar. 04, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.01 par value per share
Amount Registered | shares 900,000
Proposed Maximum Offering Price per Unit 10.80
Maximum Aggregate Offering Price $ 9,720,000
Fee Rate 0.01531%
Amount of Registration Fee $ 1,489
Offering Note Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 shall also cover any additional shares of the common stock, $0.01 par value per share (the “Common Stock”) of Varex Imaging Corporation (the “Registrant”) that become issuable under the Varex Imaging 2017 Employee Stock Purchase Plan, as amended (the “Plan”), by reason of any stock dividend, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments effected without receipt of consideration that increases the number of outstanding shares of Common Stock.Represents 900,000 additional shares of Common Stock that were added to the shares available for issuance under the Plan. Estimated solely for the purposes of calculating the registration fee, in accordance with Rules 457(c) and 457(h) of the Securities Act. The proposed maximum offering price per share is equal to 85% of $12.70, the average of the high and low sales prices per share of the Common Stock as reported on the Nasdaq Global Select Market on February 28, 2025. Pursuant to the Plan, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading day of the offering period and the last trading day of the purchase period.
v3.25.0.1
Fees Summary
Mar. 04, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 9,720,000
Total Fee Amount 1,489
Total Offset Amount 0
Net Fee $ 1,489
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