<PAGE>



      As filed with the Securities and Exchange Commission on May 7, 2002

                                                      Registration No. 333-_____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

         Delaware                                         77-0501994
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

 35 Dory Road, Gloucester, Massachusetts                    01930
(Address of Principal Executive Offices)                  (Zip Code)

  Varian Semiconductor Equipment Associates, Inc. Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                  Gary L. Loser
                       Vice President and General Counsel
                                  35 Dory Road
                         Gloucester, Massachusetts 01930
                     (Name and Address of Agent For Service)
                                 (978) 281-2000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
Title of Securities                               Proposed Maximum       Proposed Maximum
to be  Registered           Amount to be         Offering Price Per     Aggregate Offering          Amount of
                           Registered(1)                Share                  Price            Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>                    <C>                     <C>
Common Stock, $0.01
par value per share        150,000 shares             $46.35(2)            $6,952,500(2)             $639.63
--------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
     this registration statement shall be deemed to cover any additional
     securities that may from time to time be offered or issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq National Market on
     May 2, 2002.





<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.

     The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

     Item 2. Registrant Information and Employee Plan Annual Information.

     The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The Registration Statement on Form 10, as amended, previously filed by
Varian Semiconductor Equipment Associates, Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") is incorporated by
reference in this Registration Statement (including the description of the
Registrant's common stock and amendments and reports to update 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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.


<PAGE>

     Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"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.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.

     1.   Item 512(a) of Regulation S-K. 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; and

               (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 (i) and (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 with or
          furnished to the Commission by the registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are incorporated by
          reference in the registration statement.



<PAGE>

          (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.   Item 512(b) of Regulation S-K. 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.

     3.   Item 512(h) of Regulation S-K. 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 Securities and Exchange Commission
          such indemnification is against public policy as expressed in the
          Securities 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.



<PAGE>

                                   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 Gloucester, Commonwealth of Massachusetts, on this
7th day of May, 2002.

                               VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

                               By:   /s/ Richard A. Aurelio
                                     --------------------------------------
                                     Richard A. Aurelio
                                     Chairman of the Board of Directors and
                                     Chief Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Varian Semiconductor
Equipment Associates, Inc., hereby severally constitute and appoint Richard A.
Auerlio, Ernest L. Godshalk, III, Robert J. Halliday and Gary L. Loser, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the registration statement on Form S-8 filed herewith and any and all
subsequent amendments to said registration statement, and generally to do all
such things in our names and on our behalf in our capacities as officers and
directors to enable Varian Semiconductor Equipment Associates, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

     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/ Richard A. Aurelio       Chairman of the Board of             May 7, 2002
----------------------       Directors and Chief Executive
Richard A. Aurelio           Officer (Principal executive
                             officer)

/s/ Robert J. Halliday       Vice President and Chief             May 7, 2002
----------------------       Financial Officer (Principal
Robert J. Halliday           financial and accounting officer)

/s/ George W. Chamillard     Director                             May 7, 2002
------------------------
George W. Chamillard


<PAGE>


      Signature                     Title                              Date
      ---------                     -----                              ----

/s/ Robert W. Dutton         Director                              May 7, 2002
--------------------
Robert W. Dutton

/s/ Ernest L. Godshalk, III  Director                              May 7, 2002
---------------------------
Ernest L. Godshalk, III

/s/ Angus A. MacNaughton     Director                              May 7, 2002
------------------------
Angus A. MacNaughton

/s/ Elizabeth E. Tallett     Director                              May 7, 2002
------------------------
Elizabeth E. Tallett


<PAGE>


                                INDEX TO EXHIBITS

Number   Description
------   -----------
4.1(1)   Restated Certificate of Incorporation of the Registrant

4.2(1)   By-Laws of the Registrant

5.1      Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1     Consent of Hale and Dorr LLP
         (included in Exhibit 5.1)

23.2     Consent of PricewaterhouseCoopers LLP

24.1     Power of attorney (included on the signature pages of this registration
         statement)
------------
(1)  Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Registration Statement on Form 10, as amended (File No.
     000-25395), and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15411}]
{"company-data": {"conformed-name": "VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES INC", "cik": "0001079023", "assigned-sic": "3559", "irs-number": "770501994", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87738", "film-number": "02636757"}, "business-address": {"street1": "35 DORY ROAD", "city": "GLOUCESTER", "state": "MA", "zip": "01930-2297", "phone": "9782812000"}}
As filed with the Securities and Exchange Commission on May 7, 2002

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

         Delaware                                         77-0501994
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

 35 Dory Road, Gloucester, Massachusetts                    01930
(Address of Principal Executive Offices)                  (Zip Code)

  Varian Semiconductor Equipment Associates, Inc. Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                  Gary L. Loser
                       Vice President and General Counsel
                                  35 Dory Road
                         Gloucester, Massachusetts 01930
                     (Name and Address of Agent For Service)
                                 (978) 281-2000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of Securities                               Proposed Maximum       Proposed Maximum
to be  Registered           Amount to be         Offering Price Per     Aggregate Offering          Amount of
                           Registered(1)                Share                  Price            Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01
par value per share        150,000 shares             $46.35(2)            $6,952,500(2)             $639.63
--------------------------------------------------------------------------------------------------------------------
(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
     this registration statement shall be deemed to cover any additional
     securities that may from time to time be offered or issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq National Market on
     May 2, 2002.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.

     The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

     Item 2. Registrant Information and Employee Plan Annual Information.

     The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The Registration Statement on Form 10, as amended, previously filed by
Varian Semiconductor Equipment Associates, Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") is incorporated by
reference in this Registration Statement (including the description of the
Registrant's common stock and amendments and reports to update 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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.
Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"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.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.

     1.   Item 512(a) of Regulation S-K. 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; and

               (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 (i) and (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 with or
          furnished to the Commission 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.   Item 512(b) of Regulation S-K. 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.

     3.   Item 512(h) of Regulation S-K. 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 Securities and Exchange Commission
          such indemnification is against public policy as expressed in the
          Securities 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.
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 Gloucester, Commonwealth of Massachusetts, on this
7th day of May, 2002.

                               VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

                               By:   /s/ Richard A. Aurelio
                                     --------------------------------------
                                     Richard A. Aurelio
                                     Chairman of the Board of Directors and
                                     Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Varian Semiconductor
Equipment Associates, Inc., hereby severally constitute and appoint Richard A.
Auerlio, Ernest L. Godshalk, III, Robert J. Halliday and Gary L. Loser, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the registration statement on Form S-8 filed herewith and any and all
subsequent amendments to said registration statement, and generally to do all
such things in our names and on our behalf in our capacities as officers and
directors to enable Varian Semiconductor Equipment Associates, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

     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/ Richard A. Aurelio       Chairman of the Board of             May 7, 2002
----------------------       Directors and Chief Executive
Richard A. Aurelio           Officer (Principal executive
                             officer)

/s/ Robert J. Halliday       Vice President and Chief             May 7, 2002
----------------------       Financial Officer (Principal
Robert J. Halliday           financial and accounting officer)

/s/ George W. Chamillard     Director                             May 7, 2002
------------------------
George W. Chamillard
Signature                     Title                              Date
      ---------                     -----                              ----

/s/ Robert W. Dutton         Director                              May 7, 2002
--------------------
Robert W. Dutton

/s/ Ernest L. Godshalk, III  Director                              May 7, 2002
---------------------------
Ernest L. Godshalk, III

/s/ Angus A. MacNaughton     Director                              May 7, 2002
------------------------
Angus A. MacNaughton

/s/ Elizabeth E. Tallett     Director                              May 7, 2002
------------------------
Elizabeth E. Tallett
INDEX TO EXHIBITS

Number   Description
------   -----------
4.1(1)   Restated Certificate of Incorporation of the Registrant

4.2(1)   By-Laws of the Registrant

5.1      Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1     Consent of Hale and Dorr LLP
         (included in Exhibit 5.1)

23.2     Consent of PricewaterhouseCoopers LLP

24.1     Power of attorney (included on the signature pages of this registration
         statement)
------------
(1)  Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Registration Statement on Form 10, as amended (File No.
     000-25395), and incorporated herein by reference.