0000950149-01-501647.txt : 20011119 0000950149-01-501647.hdr.sgml : 20011119 ACCESSION NUMBER: 0000950149-01-501647 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000203527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942359345 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07598 FILM NUMBER: 1776180 BUSINESS ADDRESS: STREET 1: 3100 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304-1000 BUSINESS PHONE: 6504934000 MAIL ADDRESS: STREET 1: 3050 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1000 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN DELAWARE INC DATE OF NAME CHANGE: 19761123 8-A12B/A 1 f76840a1e8-a12ba.txt AMENDMENT NO. 2 TO FORM 8-A PURSUANT TO RULE 12(B) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20569 --------------------- FORM 8-A/A-2 AMENDMENT NO. 2 To Registration Statement dated November 23, 1998 relating to Preferred Stock Purchase Rights FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VARIAN MEDICAL SYSTEMS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter)
Delaware 94-2359345 ---------------------------------------- ------------------- (State of incorporation or organization) (IRS Employer Identification No.) 3100 Hansen Way Palo Alto, CA 94304-1000 ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] Securities Act registration statement file number to which this form relates: N/A Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which To be so registered each class is to be registered ------------------- ------------------------------ Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: NONE -------------------------------------------------------------------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 is hereby amended by adding the following paragraph: On August 17, 2001, Varian Medical Systems, Inc. (the "Company") entered into an amendment (the "Second Amendment") to the Rights Agreement dated as of November 20, 1998 as amended, by the First Amendment dated April 1, 1999 between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). The Second Amendment, entered into by and among the Company and the Rights Agent, amends the Rights Agreement, effective as of August 17, 2001 to increase the Exercise Price of the Rights from $110.00 to $420.00. ITEM 2. EXHIBITS. Item 2 is hereby amended by adding new Exhibit 3 as follows:
Exhibit No. Description ----------- ----------- (3) Second Amendment to Rights Agreement, dated as of August 17, 2001, between Varian Medical Systems, Inc. and First Chicago Trust Company of New York, as Rights Agent.
2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. VARIAN MEDICAL SYSTEMS, INC. By: /s/ Joseph B. Phair ------------------------------------ Name: Joseph B. Phair Title: Vice President, Administration, General Counsel and Secretary Dated: November 6, 2001 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (2) Second Amendment to Rights Agreement, dated as of August 17, 2001, between Varian Medical Systems, Inc. and First Chicago Trust Company of New York, as Rights Agent.
4 EX-3 3 f76840a1ex3.txt EXHIBIT 3 Exhibit 3 SECOND AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of August 17, 2001 by and among Varian Medical Systems, Inc., a Delaware corporation (the "Company"), and First Chicago Trust Company of New York, ("First Chicago"). W I T N E S S E T H: WHEREAS, the Company and First Chicago entered into a Rights Agreement, dated as of November 20, 1998 and amended effective April 2, 1999 (the "Rights Agreement"), under which First Chicago, or its successors pursuant to Section 4.2 of the Rights Agreement, was appointed the Rights Agent; WHEREAS, the Board of Directors of the Company, pursuant to Section 5.4 of the Rights Agreement, deems it appropriate to further amend the Rights Agreement to adjust the Exercise Price of the Rights in order to adequately protect the interests of holders of Rights; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. Amendment of Rights Agreement. Effective as of August 17, 2001 the Rights Agreement shall be, and hereby is, amended as follows: (a) Section 1.1 is hereby amended by deleting the dollar amount "$110.00" in the definition of Exercise Price and substituting in lieu thereof the dollar amount $420.00. (b) Each reference in the Rights Agreement to "this Agreement," and each use in the Rights Agreement of terms such as "herein," "hereof" and "hereunder," shall mean and be a reference to the Rights Agreement as amended hereby. Section 2. Full Force and Effect. Except as specifically provided in this Amendment, the Rights Agreement shall remain in full force and effect and shall in no way be amended, modified or affected. Section 3. Governing Law. The Rights Agreement and this Amendment shall be deemed to be contracts made under the laws of the State of Delaware and for all purposes shall be governed by and construed and enforced in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. Section 4. Definitions. Terms used in this Amendment and not defined herein shall have the meanings assigned to such terms by the Rights Agreement. Section 5. Severability. If any term or provision of this Amendment or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidation or rendering unenforceable the remaining terms and provisions of this Amendment or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable. Section 6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by officers thereof thereunto duly authorized, all as of the day and year first above written. VARIAN MEDICAL SYSTEMS, INC. By: /s/ Joseph B. Phair ---------------------------------------- Name: Joseph B. Phair Title: Vice President, Administration, General Counsel and Secretary FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ Anthony Milo ---------------------------------------- Name: Anthony Milo Title: Managing Director 2