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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) FEBRUARY 17, 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 February 17, 2005, the stockholders of Varian Medical Systems, Inc.
(the "Company") approved the Varian Medical Systems, Inc. 2005 Omnibus Stock
Plan that provides for equity-based compensation to directors, executive
officers and employees (the "2005 Omnibus Stock Plan"). Attached as Exhibit 99.1
to this Form 8-K is the 2005 Omnibus Stock Plan.
On February 18, 2005, the Board of Directors of the Company approved the
forms of Restricted Stock Agreement, Nonqualified Stock Option Agreement and
Nonqualified Stock Option Agreement for Directors under the 2005 Omnibus Stock
Plan. Attached hereto as Exhibit 99.2 is the form of Restricted Stock Agreement
under the 2005 Omnibus Stock Plan, as Exhibit 99.3 is the form of Nonqualified
Stock Option Agreement under the 2005 Omnibus Stock Plan and as Exhibit 99.4 is
the form of Nonqualified Stock Agreement for Directors under the 2005 Omnibus
Stock Plan.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Varian Medical Systems, Inc. 2005 Omnibus Stock Plan.
99.2 Form of Restricted Stock Agreement under the Varian Medical
Systems, Inc. 2005 Omnibus Stock Plan.
99.3 Form of Nonqualified Stock Option Agreement under the Varian
Medical Systems, Inc. 2005 Omnibus Stock Plan.
99.4 Form of Nonqualified Stock Option Agreement for Directors under
the Varian Medical Systems, Inc. 2005 Omnibus Stock Option Plan.
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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,
and General Counsel
Dated: February 24, 2005
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EXHIBIT INDEX
Number Exhibit
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99.1 Varian Medical Systems, Inc. 2005 Omnibus Stock Plan.
99.2 Form of Restricted Stock Agreement under the Varian Medical
Systems, Inc. 2005 Omnibus Stock Plan.
99.3 Form of Nonqualified Stock Option Agreement under the Varian
Medical Systems, Inc. 2005 Omnibus Stock Plan.
99.4 Form of Nonqualified Stock Option Agreement for Directors under
the Varian Medical Systems, Inc. 2005 Omnibus Stock Option Plan.