Current Report Filing (8-k)
02 March 2017 - 8:13AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
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February 28, 2017
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VARIAN MEDICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-7598
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94-2359345
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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3100 Hansen Way, Palo Alto, CA
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94304-1030
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(650) 493-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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. below):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
The Board of Directors of Varian
Medical Systems, Inc. (the “Company”) appointed José Baselga, Physician-in Chief at Memorial Sloan Kettering
Cancer Center, and Jean-Luc Butel, Senior Adviser to McKinsey Healthcare Practice, to the Board effective March 1, 2017. The Board
had not determined on which committees of the Board the new directors would serve. None of the new directors is a party to any
current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
In accordance with the Company’s
current program for compensation of non-employee directors, Dr. Baselga and Mr. Butel will each receive an annual retainer in the
amount of $100,000, which can be received in cash or in the form of the Company’s common stock, at the election of such director.
In addition, Dr. Baselga and Mr. Butel will each be granted equity compensation in the form of shares of the Company’s common
stock having a value of $160,000, as determined by the closing stock price on the date of grant. The equity compensation is expected
to be granted on March 1, 2017.
On March 1, 2017, the Company
issued a press release regarding the appointment of Dr. Baselga and Mr. Butel to the Board, a copy of which is attached as Exhibit
99.1 and incorporated by reference.
Item 9.01.
Financial Statements and Exhibits
.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press Release dated March 1, 2017
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Varian Medical Systems, Inc.
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By:
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/s/ John W. Kuo
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Name:
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John W. Kuo
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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Dated: March 1, 2017
EXHIBIT INDEX
Number
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Exhibit
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99.1
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Press Release dated March 1, 2017
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