SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

Date of report (Date of earliest event reported) August 19, 2016

 

 

VARIAN MEDICAL SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware 1-7598 94-2359345
(State or Other Jurisdiction
of Incorporation)		 (Commission File
Number)		 (IRS Employer
 Identification No.)

 

 

3100 Hansen Way, Palo Alto, CA 94304-1030
(Address of Principal Executive Offices) (Zip Code)

 

 

Registrant's telephone number, including area code (650) 493-4000

 

 

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to Varian Medical Systems, Inc.’s Current Report on Form 8-K (the “Original Form 8-K”) filed on August 22, 2016. This Form 8-K/A is being filed to correct an error in the third sentence of the second paragraph of Item 5.02 of the Original Form 8-K, which incorrectly stated that it had not then been determined on which committees of the Board of Directors of Varian Medical Systems, Inc. Ms. Bruner would serve. This Form 8-K/A amends and restates in its entirety Item 5.02 of the Original Form 8-K. No other changes were made to the Original Form 8-K.

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 19, 2016, Venkatraman Thyagarajan announced his intention to retire from the Board of Directors (the “Board”) of Varian Medical Systems, Inc. (the “Company”) effective August 20, 2016.

 

On August 19, 2016, the Board of the Company appointed Judy Bruner to the Board, effective August 20, 2016. Ms. Bruner will serve for a term expiring at the Company’s 2017 Annual Meeting of Stockholders, whereupon she will be eligible for nomination for re-election. The Board also appointed Ms. Bruner to the Audit Committee of the Board, effective August 20, 2016. Ms. Bruner is not 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, if Ms. Bruner continues as a director she will receive a pro-rated annual cash retainer in the amount of $25,000 as of the date of the November 2016 Board meeting and an annual retainer in the amount of $100,000 as of the date of the February 2017 Board meeting. Ms. Bruner may elect to receive the retainer in cash or in the form of the Company’s common stock. In addition, Ms. Bruner will be granted equity compensation for 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, expected to be at the first Compensation and Management Development Committee meeting of the Board following the Company’s 2017 Annual Meeting of Stockholders, provided she continuously serves as a director through the grant date. Ms. Bruner would receive similar awards at subsequent annual meetings, subject to continued service on the Board.

 

 2 

 

 

On August 22, 2016, the Company issued a press release regarding Mr. Thyagarajan’s retirement from the Board and Ms. Bruner’s appointment to the Board, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

99.1* Press Release dated August 22, 2016 entitled “Judy Bruner Appointed to Board of Directors of Varian Medical Systems; Venkatraman Thyagarajan Retires from Varian Board.”

 

* Previously filed.

 

 

 3 

 

 

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.

 

  Varian Medical Systems, Inc.
     
     
  By: /s/ John W. Kuo
  Name: John W. Kuo
  Title: Senior Vice President, General Counsel and
    Corporate Secretary

 

 

Dated: November 21, 2016

 

  

 4 

 

 

EXHIBIT INDEX

  

Number

Exhibit

 

99.1* Press Release dated August 22, 2016 entitled “Judy Bruner Appointed to Board of Directors of Varian Medical Systems; Venkatraman Thyagarajan Retires from Varian Board.”

 

* Previously filed.