S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2005

Registration No. 333-75531

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VARIAN MEDICAL SYSTEMS, INC.

(Formerly VARIAN ASSOCIATES, INC.)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	94-2359345
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

3100 Hansen Way

Palo Alto, CA 94304

(Address of Principal Executive Offices)

Varian Medical Systems, Inc.

Omnibus Stock Plan

(Full Title of the Plan)

Joseph B. Phair

Corporate Vice President Administration

and General Counsel

Varian Medical Systems, Inc.

3100 Hansen Way

Palo Alto, CA 94304

(Name and Address of Agent For Service)

(650) 493-4000

(Telephone Number, Including Area Code, of Agent For Service)

This registration statement on Form S-8, filed on April 1, 1999, registered 12,000,000 shares of common stock (and related Preferred Stock Purchase Rights) of Varian Medical Systems, Inc. (the “Registrant”) for a registration fee of $58,797.00.  Subsequently, on January 15, 2002 and July 30, 2004, the Registrant paid stock splits in the form of 100% stock dividends.  By application of Rule 416 under the Securities Act of 1933, this registration statement is now deemed to extend to such additional shares (and related Preferred Stock Purchase Rights), such that the number of shares (and related Preferred Stock Purchase Rights) registered hereunder amounts to 48,000,000 (a registration fee of  $0.0012249375 per share).  The purpose of this Post-Effective Amendment No. 1 is to transfer 28,975,984 of such shares (and related Preferred Stock Purchase Rights) to the Form S-8 Registration Statement for the Varian Medical Systems, Inc. 2005 Omnibus Stock Plan, which registration statement is being simultaneously filed.

Item 8.	Exhibits.
	Exhibit Number
	24.1	Powers of Attorney.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on this 1st day of April, 2005.

VARIAN MEDICAL SYSTEMS, INC.
By:	/s/ Joseph B. Phair
	Joseph B. Phair Corporate Vice President, Administration and General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Richard M. Levy		Chairman of the Board, President and	April 1, 2005
Richard M. Levy		Chief Executive Officer
		(Principal Executive Officer)
/s/ Elisha W. Finney		Corporate Senior Vice President and	April 1, 2005
Elisha W. Finney		Chief Financial Officer
		(Principal Financial Officer)
/s/ Crisanto C. Raimundo		Corporate Vice President and Corporate	April 1, 2005
Crisanto C. Raimundo		Controller (Principal Accounting Officer)
*Susan L. Bostrom		Director	April 1, 2005
*John Seely Brown		Director	April 1, 2005
*R. Andrew Eckert		Director	April 1, 2005
*Samuel Hellman		Director	April 1, 2005
*Allen S. Lichter		Director	April 1, 2005
*David W. Martin, Jr.		Director	April 1, 2005
*Ruediger Naumann-Etienne		Director	April 1, 2005
*By:	/s/ Joseph B. Phair
	Joseph B. Phair
	Attorney-in-fact

3

EXHIBIT INDEX

Exhibit Number
24.1	Powers of Attorney.

4

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned, do hereby make, constitute and appoint Richard M. Levy, Joseph B. Phair and Elisha W. Finney, and each of them, my true and lawful attorneys-in-fact and agents, each with power of substitution, in any or all of my offices and capacities with Varian Medical Systems, Inc. as shown below, to execute for me and on my behalf a post-effective amendment to registration statement on Form S-8 relating to the Varian Medical Systems, Inc. Omnibus Stock Plan and the Varian Medical Systems, Inc. 2000 Stock Option Plan and any and all amendments and supplements thereto, including further post-effective amendments (individually and collectively, the “Registration Statement”) and to file the Registration Statement, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, and ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed these presents this 23 day of March, 2005

/s/ Susan L. Bostrom

Susan L. Bostrom

Title: Director

A

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned, do hereby make, constitute and appoint Richard M. Levy, Joseph B. Phair and Elisha W. Finney, and each of them, my true and lawful attorneys-in-fact and agents, each with power of substitution, in any or all of my offices and capacities with Varian Medical Systems, Inc. as shown below, to execute for me and on my behalf a post-effective amendment to registration statement on Form S-8 relating to the Varian Medical Systems, Inc. Omnibus Stock Plan and the Varian Medical Systems, Inc. 2000 Stock Option Plan and any and all amendments and supplements thereto, including further post-effective amendments (individually and collectively, the “Registration Statement”) and to file the Registration Statement, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, and ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

                IN WITNESS WHEREOF, I have executed these presents this 23 day of March, 2005

/s/ R. A. Eckert

R. Andrew Eckert

Title:  Director

B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned, do hereby make, constitute and appoint Richard M. Levy, Joseph B. Phair and Elisha W. Finney, and each of them, my true and lawful attorneys-in-fact and agents, each with power of substitution, in any or all of my offices and capacities with Varian Medical Systems, Inc. as shown below, to execute for me and on my behalf a post-effective amendment to registration statement on Form S-8 relating to the Varian Medical Systems, Inc. Omnibus Stock Plan and the Varian Medical Systems, Inc. 2000 Stock Option Plan and any and all amendments and supplements thereto, including further post-effective amendments (individually and collectively, the “Registration Statement”) and to file the Registration Statement, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, and ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

                IN WITNESS WHEREOF, I have executed these presents this 23rd day of March, 2005

/s/ Allen Lichter

Allen S. Lichter

Title:  Director

C

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned, do hereby make, constitute and appoint Richard M. Levy, Joseph B. Phair and Elisha W. Finney, and each of them, my true and lawful attorneys-in-fact and agents, each with power of substitution, in any or all of my offices and capacities with Varian Medical Systems, Inc. as shown below, to execute for me and on my behalf a post-effective amendment to registration statement on Form S-8 relating to the Varian Medical Systems, Inc. Omnibus Stock Plan and the Varian Medical Systems, Inc. 2000 Stock Option Plan and any and all amendments and supplements thereto, including further post-effective amendments (individually and collectively, the “Registration Statement”) and to file the Registration Statement, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, and ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed these presents this 23 day of March, 2005

/s/ R. Naumann-Etienne

Ruediger Naumann-Etienne

Title:  Director

D