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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) JANUARY 3, 2005
VARIAN MEDICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-7598 94-2359345
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3100 HANSEN WAY, PALO ALTO, CA 94304-1030
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (650) 493-4000
NOT APPLICABLE
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(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))
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Item 1.01. Entry into a Material Definitive Agreement
On January 3, 2005, Varian Medical Systems, Inc. (the "Company") announced
the appointment of Dow R. Wilson as Corporate Vice President and President,
Oncology Systems, effective January 10, 2005. The Company and Mr. Wilson entered
into an employment letter, dated September 17, 2004. A copy of the employment
letter is attached hereto as Exhibit 99.1 and the following summary is qualified
in its entirety by reference to the employment letter.
The employment letter provides for Mr. Wilson to receive an annual base
salary of $460,044 and a lump sum bonus of $500,000 payable within the first
month of employment. In addition, the employment letter provides for Mr. Wilson
to receive a cash payment of $1,600,000 to be paid by the Company over a five
year period as follows: (i) an initial payment of $320,000 on the first
anniversary of Mr. Wilson's first date of employment, (ii) forty-seven monthly
payments in the amount of $26,666 beginning on the first month following the
initial payment, and (iii) one final payment of $26,700, with each payment
conditioned upon Mr. Wilson being employed by the Company on the date of such
payment. The employment letter also provides for the Company to grant Mr. Wilson
a non-qualified stock option to purchase 50,000 shares of the Company's common
stock at an exercise price equal to the closing price of the Company's common
stock on Mr. Wilson's first date of employment. The option will vest over a
three year period, with one-third of the option vesting after the end of the
first year following the first date of employment and the remainder of the
option vesting in equal monthly amounts thereafter. Mr. Wilson will also be
granted restricted stock in an amount equal to $1,800,000 in shares of the
Company's common stock calculated based on the closing price of the Company's
common stock on Mr. Wilson's first date of employment.
The employment letter provides that Mr. Wilson will be eligible to
participate in the Company's Management Incentive Plan beginning in fiscal year
2006 with a target award percentage of 75% of base salary at 100% of achievement
of funding target levels. In addition, Mr. Wilson will be eligible to
participate in the Company's Executive Car Program, whereby the Company will pay
for Mr. Wilson's lease payments and expenses for a car with a purchase price of
up to $66,000. Further, the Company will provide Mr. Wilson health, life and
retirement benefits, as well as reimbursements for financial and tax planning
services up to $6,500 per year, annual physical examination services up to
$1,500 per year, and relocation expenses. The Company will also provide Mr.
Wilson with matching contributions under the Company's Supplemental Retirement
Plan beginning one year after Mr. Wilson's first date of employment.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officer.
On January 3, 2005, the Company issued a press release entitled, "Varian
Medical Systems Announces Three New Management Positions." The Company announced
the promotion of Timothy E. Guertin to Executive Vice President and Chief
Operating Officer, the appointment of Dow R. Wilson to Corporate Vice President
and President, Oncology Systems and the promotion of Elisha W. Finney to Senior
Vice President and Chief Financial Officer. These promotions and appointment are
effective on January 10, 2005. A copy of the press release is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
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In connection with Mr. Wilson's appointment, the Company and Mr. Wilson
entered into an employment letter, a description of which is set forth in Item
1.01 of this Current Report on Form 8-K and incorporated into this Item 5.02 by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Board has also amended, effective on January 10, 2005, the By-Laws of
the Company to provide for the new position of Chief Operating Officer and to
set forth the responsibilities of such position. A copy of the Company's Amended
and Restated By-Laws is attached hereto as Exhibit 99.3 and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Employment Letter with Mr. Dow Wilson, dated September 17,
2004, to be effective on January 10, 2005.
99.2 Press Release dated January 3, 2005 regarding Varian
Medical Systems Announces Three New Management Positions.
99.3 The Company's Amended and Restated By-Laws, effective as of
January 10, 2005.
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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.
Varian Medical Systems, Inc.
By: /s/ JOSEPH B. PHAIR
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Name: Joseph B. Phair
Title: Vice President, Administration,
General Counsel and Secretary
Dated: January 5, 2005
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EXHIBIT INDEX
Number Exhibit
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99.1 99.1 Employment Letter with Mr. Dow Wilson, dated September 17, 2004,
2004, to be effective on January 10, 2005.
99.2 Press Release dated January 3, 2005 regarding Varian Medical Systems
Announces Three New Management Positions.
99.3 Varian Medical Systems, Inc. Amended and Restated
By-Laws, effective January 10, 2005.