##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-11250
 DIONEX CORPORATION
  Delaware
    
    94-2647429(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1228 Titan Way, Sunnyvale, California
    
    94085(Address of principal executive offices)
    
    (Zip Code)
 
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    17,965,675




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##### 



Page (s)PART I. FINANCIAL INFORMATIONITEM 1. Financial Statements
    
    2Condensed Consolidated Balance Sheets as of September 30, 2008 and June 30, 2008
    
    2Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2008 and 2007
    
    3Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2008 and 2007
    
    4Notes to Condensed Consolidated Financial Statements
    
    5ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    14ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    18ITEM 4. Controls and Procedures
    
    19PART II. OTHER INFORMATIONITEM 1A. Risk Factors
    
    19ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    22ITEM 6. Exhibits
    
    24SIGNATURES
    
    26EX-31.1EX-31.2EX-32.1EX-32.2




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September 30,
    
    
    June 30,2008
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    63,048
    
    
    $
    75,624Short-term investments
    
    
    2,786
    
    
    
    77Accounts receivable (net of allowance for doubtful accounts of $470 at September 30, 2008
and $524 at June 30, 2008)
    
    
    69,102
    
    
    
    74,436Inventories
    
    
    32,274
    
    
    
    31,627Deferred taxes
    
    
    11,507
    
    
    
    11,534Prepaid expenses and other
    
    
    12,962
    
    
    
    13,742Total current assets
    
    
    191,679
    
    
    
    207,040Property, plant and equipment, net
    
    
    70,779
    
    
    
    72,335Goodwill
    
    
    27,042
    
    
    
    26,670Intangible assets, net
    
    
    6,837
    
    
    
    6,463Other assets
    
    
    16,631
    
    
    
    17,922$
    312,968
    
    
    $
    330,430LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    25,074
    
    
    $
    21,805Accounts payable
    
    
    15,549
    
    
    
    16,086Accrued liabilities
    
    
    26,730
    
    
    
    32,211Deferred revenue
    
    
    20,628
    
    
    
    21,352Income taxes payable
    
    
    4,030
    
    
    
    5,873Accrued product warranty
    
    
    3,255
    
    
    
    3,444Total current liabilities
    
    
    95,266
    
    
    
    100,771Deferred and other income taxes payable
    
    
    23,529
    
    
    
    27,013Other long-term liabilities
    
    
    5,998
    
    
    
    5,897Commitments and other contingencies (Note 12)Stockholders equity:Preferred stock (par value $.001 per share; 1,000,000 shares authorized; none outstanding)
    
    
    
    
    
    
    Common stock (par value $.001 per share; 80,000,000 shares authorized; issued and
outstanding: 17,961,767 shares at September 30, 2008 and 18,130,713 shares at June 30,
2008)
    
    
    171,407
    
    
    
    170,045Retained earnings
    
    
    2,957
    
    
    
    2,582Accumulated other comprehensive income
    
    
    13,811
    
    
    
    24,122Total stockholders equity
    
    
    188,175
    
    
    
    196,749$
    312,968
    
    
    $
    330,430
  2




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Three Months EndedSeptember 30,2008
    
    
    2007Net sales
    
    $
    93,435
    
    
    $
    82,423Cost of sales
    
    
    30,724
    
    
    
    28,696Gross profit
    
    
    62,711
    
    
    
    53,727Operating expenses:Selling, general and administrative
    
    
    36,197
    
    
    
    31,156Research and product development
    
    
    7,029
    
    
    
    6,601Total operating expenses
    
    
    43,226
    
    
    
    37,757Operating income
    
    
    19,485
    
    
    
    15,970Interest income
    
    
    403
    
    
    
    629Interest expense
    
    
    (218
    )
    
    
    (162
    )Other income (expense), net
    
    
    (613
    )
    
    
    (751
    )Income before taxes
    
    
    19,057
    
    
    
    15,686Taxes on income
    
    
    7,241
    
    
    
    5,536Net income
    
    $
    11,816
    
    
    $
    10,150Basic earnings per share
    
    $
    0.65
    
    
    $
    0.54Diluted earnings per share
    
    $
    0.64
    
    
    $
    0.53Shares used in computing per share amounts:Basic
    
    
    18,068
    
    
    
    18,765Diluted
    
    
    18,547
    
    
    
    19,294
  3




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Three Months EndedSeptember 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    11,816
    
    
    $
    10,150Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,320
    
    
    
    2,149Stock-based compensation
    
    
    1,485
    
    
    
    1,443Allowance for bad debts
    
    
    43
    
    
    
    47Loss on disposal of fixed assets
    
    
    34
    
    
    
    9Tax benefit related to stock transactions
    
    
    (111
    )
    
    
    (487
    )Deferred income taxes
    
    
    (85
    )
    
    
    238Changes in assets and liabilitiesAccounts receivable
    
    
    978
    
    
    
    3,515Inventories
    
    
    (3,960
    )
    
    
    (876
    )Prepaid expenses and other assets
    
    
    591
    
    
    
    1,606Accounts payable
    
    
    110
    
    
    
    143Accrued liabilities
    
    
    (3,150
    )
    
    
    (1,657
    )Deferred revenue
    
    
    76
    
    
    
    (438
    )Income taxes payable
    
    
    (1,476
    )
    
    
    (2,748
    )Accrued product warranty
    
    
    10
    
    
    
    (28
    )Net cash provided by operating activities
    
    
    8,681
    
    
    
    13,066Cash flows from investing activities:Purchase of marketable securities
    
    
    (2,713
    )
    
    
    Purchase of property, plant and equipment
    
    
    (4,581
    )
    
    
    (854
    )Purchase of intangible assets
    
    
    
    
    
    
    (1,572
    )Purchase of business
    
    
    (952
    )
    
    
    Net cash used for investing activities
    
    
    (8,246
    )
    
    
    (2,426
    )Cash flows from financing activities:Net change in notes payable
    
    
    3,265
    
    
    
    18,012Proceeds from issuance of common stock
    
    
    1,657
    
    
    
    2,361Tax benefit related to stock transactions
    
    
    111
    
    
    
    487Repurchase of common stock
    
    
    (13,332
    )
    
    
    (18,587
    )Net cash provided by (used for) financing activities
    
    
    (8,299
    )
    
    
    2,273Effect of exchange rate changes on cash
    
    
    (4,712
    )
    
    
    1,726Net increase (decrease) in cash and cash equivalents
    
    
    (12,576
    )
    
    
    14,639Cash and cash equivalents, beginning of period
    
    
    75,624
    
    
    
    54,938Cash and cash equivalents, end of period
    
    $
    63,048
    
    
    $
    69,577Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    8,325
    
    
    $
    7,721Interest expense paid
    
    
    202
    
    
    
    135Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    
    526
    
    
    
    328Accrued consideration of business purchase
    
    
    592
    
    
    
    Elimination of equity investment associated with step-acquisition of business
    
    
    760
    
    
    
    
  4




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Recently Adopted Accounting Pronouncement. Fair Value
Measurements Effective Date of FASB Statement No. 157,
 Recent Accounting Pronouncements Not Yet Adopted. The
Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and
FASB Statement No. 3
 Determination of the Useful Life of
Intangible Assets Goodwill and Other Intangible Assets
 Disclosures about Derivative Instruments and Hedging
Activities
 5




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Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities
  Share-Based Payment
   WeightedAverageWeighted
    
    Remaining
    
    AggregateAverage
    
    Contractual
    
    IntrinsicOptions
    
    Exercise
    
    Term
    
    ValueOutstanding
    
    Price
    
    (Years)
    
    (in 000s )Balance at June 30, 2008
    
    
    1,792,708
    
    
    $
    47.20Options granted
    
    
    199,250
    
    
    $
    74.27Options exercised
    
    
    (14,778
    )
    
    $
    40.74Options forfeited/cancelled/expired
    
    
    (2,177
    )
    
    $
    56.15Balance at September 30, 2008
    
    
    1,975,003
    
    
    $
    49.97
    
    
    
    6.35
    
    
    $
    31,931Options vested and expected to vest at September 30, 2008
    
    
    1,955,813
    
    
    $
    49.78
    
    
    
    6.32
    
    
    $
    31,889Exercisable at September 30, 2008
    
    
    1,285,533
    
    
    $
    41.45
    
    
    
    5.10
    
    
    $
    29,092
   6




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Three Months EndedSeptember 30,2008
    
    
    2007Cost of sales
    
    $
    185
    
    
    $
    131Selling, general and administrative expenses
    
    
    864
    
    
    
    927Research and development expenses
    
    
    436
    
    
    
    385Total stock-based compensation expenses
    
    
    1,485
    
    
    
    1,443Tax effect on stock-based compensation
    
    
    (487
    )
    
    
    (430
    )Net effect on net income
    
    $
    998
    
    
    $
    1,013
  Three Months EndedSeptember 30,2008
    
    2007Volatility for Equity Incentive Plan
    
    29%
    
    28%Volatility for ESPP
    
    24%
    
    23%Risk-free interest rate for Equity Incentive Plan
    
    3.3%
    
    4.6%Risk-free interest rate for ESPP
    
    2.0%
    
    4.8%Expected life of Equity Incentive Plan
    
    4.70 years
    
    4.75 yearsExpected life of ESPP
    
    6 months
    
    6 monthsExpected dividend
    
    $0.00
    
    $0.00
      7




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September 30,
    
    
    June 30,2008
    
    
    2008Finished goods
    
    $
    19,761
    
    
    $
    19,236Work in process
    
    
    1,243
    
    
    
    1,449Raw materials
    
    
    11,270
    
    
    
    10,942$
    32,274
    
    
    $
    31,627
  September 30,
    
    
    June 30,2008
    
    
    2008(In thousands)Land
    
    $
    24,089
    
    
    $
    24,911Buildings and improvements
    
    
    45,949
    
    
    
    46,019Machinery, equipment and tooling
    
    
    36,847
    
    
    
    36,825Furniture and fixtures
    
    
    10,675
    
    
    
    10,898Construction-in-progress
    
    
    2,186
    
    
    
    2,330119,746
    
    
    
    120,983Accumulated depreciation and amortization
    
    
    (48,967
    )
    
    
    (48,648
    )Property, plant and equipment, net
    
    $
    70,779
    
    
    $
    72,335
    GrossUnrealizedCost
    
    
    Losses
    
    
    Fair ValueSeptember 30, 2008, Certificate of deposits
    
    $
    2,134
    
    
    $
    
    
    
    $
    2,134June 30, 2008, Certificate of deposit
    
    $
    77
    
    
    $
    
    
    
    $
    77
   8




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Three Months EndedSeptember 30,2008
    
    
    2007Net income, as reported
    
    $
    11,816
    
    
    $
    10,150Foreign currency translation adjustments, net of taxes
    
    
    (10,421
    )
    
    
    5,106Unrealized
loss on net investment hedge
    
    
    110
    
    
    
    Comprehensive income
    
    $
    1,505
    
    
    $
    15,256
      Three Months EndedSeptember 30,2008
    
    
    2007Numerator:Net income
    
    $
    11,816
    
    
    $
    10,150Denominator:Weighted average shares used to compute net income per common share  basic
    
    
    18,068
    
    
    
    18,765Effect of dilutive stock options
    
    
    479
    
    
    
    529Weighted average shares used to compute net income per common share  diluted
    
    
    18,547
    
    
    
    19,294Basic earnings per share
    
    $
    0.65
    
    
    $
    0.54Diluted earnings per share
    
    $
    0.64
    
    
    $
    0.53
     TotalBalance as of July 1, 2008
    
    $
    26,670Translation adjustments
    
    
    (1,135
    )Additions
    
    
    1,507Balance as of September 30, 2008
    
    $
    27,042
 9




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Goodwill and Other Intangible Assets
  As of September 30, 2008
    
    
    As of June 30, 2008Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    5,958
    
    
    $
    (1,527
    )
    
    $
    4,431
    
    
    $
    5,958
    
    
    $
    (1,376
    )
    
    $
    4,582Developed technology
    
    
    10,189
    
    
    
    (10,189
    )
    
    
    
    
    
    
    10,825
    
    
    
    (10,825
    )
    
    
    Customer
lists
    
    
    3,306
    
    
    
    (900
    )
    
    
    2,406
    
    
    
    2,761
    
    
    
    (880
    )
    
    
    1,881Total
    
    $
    19,453
    
    
    $
    (12,616
    )
    
    $
    6,837
    
    
    $
    19,544
    
    
    $
    (13,081
    )
    
    $
    6,463
     RemainingAmortizationExpense2009 (remaining nine months)
    
    $
    7492010
    
    
    9752011
    
    
    9692012
    
    
    9692013
    
    
    616Thereafter
    
    
    2,559Total
    
    $
    6,837
   10




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ActualBalance
    
    Provision
    
    Other
    
    Warranty
    
    BalanceBeginning
    
    For
    
    Adjustments
    
    Costs
    
    End ofof Period
    
    Warranties
    
    Accounts (1)
    
    Incurred
    
    PeriodAccrued Product WarrantyThree Months Ended:September 30, 2008
    
    $
    3,444
    
    
    $
    1,342
    
    
    $
    (206
    )
    
    $
    (1,325
    )
    
    $
    3,255September 30, 2007
    
    $
    2,875
    
    
    $
    572
    
    
    $
    178
    
    
    $
    (671
    )
    
    $
    2,954
 
 (1)
    
    Effects of exchange rate changes       Disclosures about Segments of an Enterprise and Related Information
 11




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Three Months EndedSeptember 30,2008
    
    
    2007Products
    
    $
    81,834
    
    
    $
    71,946Installation and Training Services
    
    
    2,608
    
    
    
    2,493Maintenance
    
    
    8,993
    
    
    
    7,984$
    93,435
    
    
    $
    82,423
   Accounting for Income Taxes Accounting for Uncertainty
in Income Taxes
     12




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Fair Value Measurements
      Fair Value Measurements at Reporting Date UsingQuoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money market
    
    $
    2,811
    
    
    $
    2,811
    
    
    $
    
    
    
    $
    Mutual Fund
    
    
    15
    
    
    
    15
    
    
    
    
    
    
    
    Equity indexed derivatives
    
    
    652
    
    
    
    
    
    
    
    652
    
    
    
    Total
    
    $
    3,478
    
    
    $
    2,826
    
    
    $
    652
    
    
    $
    Liabilities:Foreign currency contracts
    
    $
    1,211
    
    
    $
    1,211
    
    
    $
    
    
    
    $
    
  Fair Value Measurements at Reporting Date UsingQuoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash equivalents (1)
    
    $
    2,826
    
    
    $
    2826
    
    
    $
    
    
    
    $
    Short-term investments
    
    
    652
    
    
    
    
    
    
    
    652
    
    
    
    Total
    
    $
    3,478
    
    
    $
    2,826
    
    
    $
    652
    
    
    $
    Liabilities:Foreign currency contracts (2)
    
    $
    1,211
    
    
    $
    1,211
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance
Sheet as of September 30, 2008.(2)
    
    Included in Other long-term liabilities in the accompanying Condensed Consolidated Balance
Sheet as of September 30, 2008. 13




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14




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Three MonthsEndedSeptember 30, 2008Percentage change in net salesTotal:
    
    
    13.4
    %By geographic region:North America
    
    
    0.9
    %Europe
    
    
    14.8
    %Asia/Pacific
    
    
    24.8
    %
  Three MonthsEndedSeptember 30, 2008Percentage change in net sales excluding currency fluctuationsTotal:
    
    
    7.4
    %By geographic region:North America
    
    
    0.6
    %Europe
    
    
    4.0
    %Asia/Pacific
    
    
    20.0
    %
     15




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16




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsShort-Term Borrowings
    
    $
    25,074
    
    
    $
    25,074
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating Lease Obligations
    
    
    16,272
    
    
    
    5,471
    
    
    
    5,566
    
    
    
    2,194
    
    
    
    3,041Total
    
    $
    41,346
    
    
    $
    30,545
    
    
    $
    5,566
    
    
    $
    2,194
    
    
    $
    3,041
    Recently Adopted Accounting Pronouncement. Fair Value
Measurements Effective Date of FASB Statement No. 157,
 Recent Accounting Pronouncements Not Yet Adopted. The
Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and
FASB Statement No. 3
 Determination of the Useful Life of
Intangible Assets Goodwill and Other Intangible Assets
 Disclosures about Derivative Instruments and Hedging
Activities
 17




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Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities
     
   Foreign Currency Exchange.
 18




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Interest and Investment Income.
 Debt and Interest Expense.
 
    
  
   19




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Foreign currency fluctuations related to international operations may adversely affect our
operating results.
  Economic, political and other risks associated with international sales and operations could
adversely affect our results of operations.
  
    
    interruption to transportation flows for delivery of parts to us and finished goods to
our customers;
    
    changes in a specific countrys or regions political, economic or other conditions;
    
    trade protection measures and import or export licensing requirements;
    
    negative consequences from changes in tax laws;
    
    difficulty in staffing and managing widespread operations;
    
    differing labor regulations;
    
    differing protection of intellectual property;
    
    unexpected changes in regulatory requirements; and
    
    geopolitical turmoil, including terrorism and war.
 Downturn in economic conditions could affect our operating results.
  Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.
 20




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Fluctuations in our quarterly operating results may cause our stock price to decline.
  Our results of operations and financial condition will suffer if we do not introduce new products
that are attractive to our customers on a timely basis.
  The analytical instrumentation market is highly competitive, and our inability to compete
effectively in this market would adversely affect our results of operations and financial
condition.
  We may experience difficulties with obtaining components from sole- or limited-source suppliers, or
manufacturing delays, either of which could adversely affect our results of operations.
   Our executive officers and other key employees are critical to our business, they may not remain
with us in the future and finding talented replacements may be difficult.
  21




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We may be unable to protect our intellectual property rights and may face intellectual property
infringement claims.
  
    
    any of our pending patent applications or any future patent applications will result in
issued patents;
    
    the scope of our patent protection will exclude competitors or provide competitive
advantages to us;
    
    any of our patents will be held valid if subsequently challenged; or
    
    others will not claim rights in or ownership of the patents and other proprietary rights
held by us.
   
    22




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TotalNumber of
    
    
    
    
    
    MaximumShares
    
    
    
    
    
    Number ofPurchased
    
    Additional
    
    Shares thatTotal
    
    Avg.
    
    as Part of
    
    Shares
    
    May Yet BeNumber
    
    Price
    
    Publicly
    
    Authorized
    
    Purchasedof Shares
    
    Paid
    
    Announced
    
    for
    
    Under thePeriod
    
    Purchased
    
    per Share
    
    Program
    
    Purchase (1)
    
    Program (2)July 1  31, 2008
    
    
    
    
    
    
    
    
    
    
    7,022,508
    
    
    
    
    
    
    
    512,081August 1  31, 2008
    
    
    116,584
    
    
    $
    68.77
    
    
    
    7,139,092
    
    
    
    27,027
    
    
    
    422,524September 1  30, 2008
    
    
    85,000
    
    
    
    62.52
    
    
    
    7,224,092
    
    
    
    5,611
    
    
    
    343,135
 
 (1)
    
    The number of shares represents the number of shares issued pursuant to employee stock plans
that are authorized for purchase.(2)
    
    The number of shares includes current repurchase of 1.5 million shares of common stock
approved in August 2006 plus that number of shares of common stock equal to the number of
shares issued pursuant to employee stock plans subsequent to August 2006 minus the number of
shares purchased, but does not include the 1.0 million shares approved in October 2008.   23




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference3.1
    
    Restated Certificate of Incorporation, filed December 12, 1988
    
    
    (1
    )3.2
    
    Certificate of Amendment of Restated Certificate of Incorporation, filed December 1, 1999 (Exhibit 3.2)
    
    
    (11
    )3.3
    
    Amended and Restated Bylaws, dated August 6, 2008 (Exhibit 99.1)
    
    
    (4
    )3.4
    
    Amendment to Bylaws, adopted on January 11, 2007 (Exhibit 3.1)
    
    
    (10
    )4.1
    
    Stockholder Rights Agreement dated January 21, 1999, between Dionex Corporation and BankBoston N.A.
    
    
    (2
    )10.1
    
    Medical Care Reimbursement Plan as amended October 30, 2007 (Exhibit 10.1)
    
    
    (7
    )10.2
    
    Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit
10.15)
    
    
    (3
    )10.3
    
    First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex
Corporation (Exhibit 10.17)
    
    
    (5
    )10.4
    
    Dionex Corporation 2004 Equity Incentive Plan, as amended October 2007 (Exhibit 10.1)
    
    
    (12
    )10.5
    
    Form of Stock Option Agreement for non-employee directors (Exhibit 10.5)
    
    
    (13
    )10.6
    
    Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)
    
    
    (13
    )10.7
    
    Form of Stock Unit Award Agreement (Exhibit 10.2)
    
    
    (12
    )10.8
    
    Form of International Stock Option Agreement (Exhibit 10.8)
    
    
    (7
    )10.9
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    
    (6
    )10.10
    
    Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex
Corporation (Exhibit 10.1)
    
    
    (8
    )10.11
    
    Change in Control Severance Benefit Plan, as amended August 6, 2008 (Exhibit 10.15)
    
    
    (9
    )10.12
    
    Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex
Corporation (Exhibit 10.8)
    
    
    (10
    )10.13
    
    Amended Executive Employment Agreement for Lukas Braunschweiler dated January 30, 2008 (Exhibit 10.13)
    
    
    (13
    )10.14
    
    Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)
    
    
    (9
    )10.15
    
    Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)
    
    
    (9
    )31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 24




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##### Table of Contents



(1)
    
    Incorporated by reference to the corresponding exhibit in our Annual Report on Form 10-Q
filed September 20, 1989.(2)
    
    Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form 10-Q
filed February 16, 1999.(3)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 14, 2001.(4)
    
    Incorporated by reference to the indicated Exhibit in our Form 8-K filed August 11, 2002.(5)
    
    Incorporated by reference to the indicated Exhibit in our Annual Report on Form 10-K filed
September 24, 2003.(6)
    
    Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed
September 10, 2004.(7)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed November 9, 2007.(8)
    
    Incorporated by reference to the indicated exhibit in our current Report on Form 8-K filed
December 22, 2004.(9)
    
    Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed
August 29, 2008.(10)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed February 9, 2007.(11)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007.(12)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007.(13)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 8, 2008.(14)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed November 3, 2008. 25




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##### Table of Contents



DIONEX CORPORATION
(Registrant)Date: November 7, 2008
    
    By:
    
    /s/ Lukas BraunschweilerLukas Braunschweiler
President, Chief Executive Officer And DirectorBy:
    
    /s/ Craig A. McCollamCraig A. McCollam
Senior Vice President and Chief Financial Officer
 26




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##### Table of Contents



31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1
    
    Certification of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 27