-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QfePyOV3DARYkwwdj7uovGp4GQJtuMb52I3eN3OKve0IkiBEmp3BR3EdczQlqllC 7XiSA+EDuQFG81VVzh7VZw== 0000950149-03-000339.txt : 20030214 0000950149-03-000339.hdr.sgml : 20030214 20030214175359 ACCESSION NUMBER: 0000950149-03-000339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030214 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07598 FILM NUMBER: 03568721 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 DELAWARE INC DATE OF NAME CHANGE: 19761123 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 f87756e8vk.htm FORM 8-K e8vk
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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)   February 14, 2003

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)

 


Item 5. Other Events
Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1
Exhibit 99.2


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Item 5. Other Events.

     On February 14, 2003, Varian Medical Systems, Inc. (the “Company”) issued press releases announcing (i) the election of Dr. Allen S. Lichter, M.D. and Ruediger Naumann-Etienne, Ph.D. to its Board of Directors and (ii) the authorization by its Board of Directors of the repurchase by the Company of up to two million shares of its stock through the end of February 2004.

     Copies of the press releases are attached as exhibits hereto and are incorporated by reference herein.

Item 7. Financial Statements and Exhibits.

     (c)  Exhibits.

     
99.1   Press Release dated February 14, 2003 regarding the election of new directors
99.2   Press Release dated February 14, 2003 regarding repurchase of shares

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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/ Elisha W. Finney

Name: Elisha W. Finney
Title: Vice President,
Finance and Chief Financial Officer
 
     
 
Dated: February 14, 2003    

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EXHIBIT INDEX

     
Number   Exhibit

 
99.1   Press Release dated February 14, 2003 regarding the election of new directors
99.2   Press Release dated February 14, 2003 regarding repurchase of shares
EX-99.1 3 f87756exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR INFORMATION CONTACT: Spencer Sias, (650) 424-5782 DR. ALLEN S. LICHTER AND RUEDIGER NAUMANN-ETIENNE ELECTED TO VARIAN MEDICAL SYSTEMS' BOARD OF DIRECTORS PALO ALTO, CALIF., FEBRUARY 14, 2003 - Varian Medical Systems, Inc. (NYSE:VAR) today announced that Dr. Allen S. Lichter, M.D., and Ruediger Naumann-Etienne, Ph.D., have been elected to its board of directors. The two new board members are replacing Richard W. Vieser and Burton Richter, Ph.D., who have retired from the seven-member body. Richard M. Levy, Ph.D., president and CEO of Varian Medical Systems, has replaced Vieser as chairman of the board following his election to that position in December. Board member Dr. David Martin, M.D., has been re-elected to serve an additional three-year term. "We have made two excellent additions to our board to replace two board members who have been of superb service to Varian over the years," said Levy. "Allen Lichter brings deep knowledge of oncology as well as the economic, social, and educational issues influencing the U.S. healthcare system. Ruediger Naumann-Etienne combines expertise in finance with a wealth of experience in the management and stewardship of medical technology enterprises. Their leadership will be of great value as we continue to develop the Varian Medical Systems business." DR. ALLEN LICHTER Dr. Lichter is Dean of the University of Michigan Medical School and Newman Family Professor of Radiation Oncology. He sits on the Board of Directors of the Accreditation Council for Graduate Medical Education (ACGME). He received his B.S. from the University of Michigan in 1968 and his M.D. from the University of Michigan Medical School in 1972. He is a past president of the American Society of Clinical Oncology and he has served on the Board of Directors of the American Society of Therapeutic Radiologists and Oncology. He was also Director of the Radiation Therapy Section of the National Cancer Institute's Radiation Oncology Branch. At the University of Michigan Comprehensive Cancer Center, Dr. Lichter served as Director of the Breast Oncology Program where he conducted internationally recognized research that led to new treatment standards emphasizing breast preservation by combining radiation therapy with a lumpectomy. -more- DR. ALLEN S. LICHTER AND RUEDIGER NAUMANN-ETIENNE ELECTED TO VARIAN MEDICAL SYSTEMS' BOARD OF DIRECTORS RUEDIGER NAUMANN-ETIENNE Naumann-Etienne is the owner and Managing Director of Intertec Group, an investment company specializing in medical technology. He holds a Ph.D. in International Finance from the University of Michigan, a Master's Degree in Industrial Management from the Georgia Institute of Technology, and he completed undergraduate work in Business Administration at the Technical University Berlin in Germany. Naumann-Etienne currently is Chairman of the Board and CEO of Quinton Cardiology Systems (NASDAQ:QUIN) in Bothell, WA. He also is a director for Bio-Rad Laboratories (ASE:BIO) in Hercules, CA, and The Exploratorium science museum in San Francisco. He served as CEO and Chairman of the Board of OEC Medical Systems in Salt Lake City until General Electric acquired it in November of 1999. Earlier, he served as President, Chief Operating Officer, and Chief Financial Officer of Diasonics in Milpitas. He also worked for Hambrecht and Quist in San Francisco and he held various management positions at Texas Instruments in Dallas including Group Controller. # # # VARIAN MEDICAL SYSTEMS, INC., (NYSE:VAR) OF PALO ALTO, CALIFORNIA IS THE WORLD'S LEADING MANUFACTURER OF INTEGRATED CANCER THERAPY SYSTEMS, WHICH ARE TREATING THOUSANDS OF PATIENTS PER DAY. THE COMPANY IS ALSO A PREMIER SUPPLIER OF X-RAY TUBES AND FLAT-PANEL DIGITAL SUBSYSTEMS FOR IMAGING IN MEDICAL, SCIENTIFIC, AND INDUSTRIAL APPLICATIONS. VARIAN MEDICAL SYSTEMS EMPLOYS APPROXIMATELY 2,750 PEOPLE WHO ARE LOCATED AT MANUFACTURING SITES IN NORTH AMERICA AND EUROPE AND IN ITS 50 SALES AND SUPPORT OFFICES AROUND THE WORLD. IN ITS MOST RECENT FISCAL YEAR ENDED SEPTEMBER 27, 2002, VARIAN MEDICAL SYSTEMS REPORTED SALES OF $873 MILLION. ADDITIONAL INFORMATION IS AVAILABLE ON THE COMPANY'S INVESTOR RELATIONS WEB SITE AT WWW.VARIAN.COM FORWARD LOOKING STATEMENTS Except for historical information, this news release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, statements concerning the anticipated anti-dilutive effect of stock repurchases and any statements using the terms "should," "expect," or similar statements are forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially from those projected. Such risks and uncertainties include, without limitation, the risks listed from time to time in our filings with the Securities and Exchange Commission. We assume no obligation to, and you should not expect us to, update or revise the forward-looking statements in this release. EX-99.2 4 f87756exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 FOR INFORMATION CONTACT: Spencer Sias - (650) 424-5782 VARIAN MEDICAL SYSTEMS' BOARD OF DIRECTORS AUTHORIZES REPURCHASE OF ANOTHER TWO MILLION SHARES OF STOCK PALO ALTO, CALIF., FEBRUARY 14, 2003 - Varian Medical Systems, Inc. (NYSE:VAR) today announced that its Board of Directors has authorized the Company to repurchase up to two million shares through the end of February 2004. The new authorization is effective immediately and follows the completion of an earlier repurchase authorization. "We're generating operating cash flow of about $40 million per quarter and we expect that the continuation of our stock repurchase program will be accretive to earnings," said Richard M. Levy, chairman, president and CEO of Varian Medical Systems. "These stock repurchases should enhance shareholder value by helping to offset dilution from employee stock option exercises and our employee stock purchase program." Under the earlier repurchase authorization that became effective in August, 2001, Varian Medical Systems spent $83.7 million to repurchase two million shares of stock at an average price of $41.86 per share. As of the end of the first fiscal quarter ended December 27, 2002, the company reported $321 million in cash and marketable securities. The stock repurchases will be made from time to time through brokers and dealers on the New York Stock Exchange on in privately negotiated transactions with nonaffiliated stockholders. Shares will be retired and cancelled upon repurchase. # # # VARIAN MEDICAL SYSTEMS, INC., (NYSE:VAR) OF PALO ALTO, CALIFORNIA IS THE WORLD'S LEADING MANUFACTURER OF INTEGRATED CANCER THERAPY SYSTEMS, WHICH ARE TREATING THOUSANDS OF PATIENTS PER DAY. THE COMPANY IS ALSO A PREMIER SUPPLIER OF X-RAY TUBES AND FLAT-PANEL DIGITAL SUBSYSTEMS FOR IMAGING IN MEDICAL, SCIENTIFIC, AND INDUSTRIAL APPLICATIONS. VARIAN MEDICAL SYSTEMS EMPLOYS APPROXIMATELY 2,750 PEOPLE WHO ARE LOCATED AT MANUFACTURING SITES IN NORTH AMERICA AND EUROPE AND IN ITS 50 SALES AND SUPPORT OFFICES AROUND THE WORLD. IN ITS MOST RECENT FISCAL YEAR ENDED SEPTEMBER 27, 2002, VARIAN MEDICAL SYSTEMS REPORTED SALES OF $873 MILLION. ADDITIONAL INFORMATION IS AVAILABLE ON THE COMPANY'S INVESTOR RELATIONS WEB SITE AT WWW.VARIAN.COM FORWARD LOOKING STATEMENTS Except for historical information, this news release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, statements concerning the anticipated anti-dilutive effect of stock repurchases and any statements using the terms "should," "expect," or similar statements are forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially from those projected. Such risks and uncertainties include, without limitation, the risks listed from time to time in our filings with the Securities and Exchange Commission. We assume no obligation to, and you should not expect us to, update or revise the forward-looking statements in this release.
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