-----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, EJvWb1w/B9nTIBk5LGcw8b37Rr+3jg+kYQZGzqu+7APKVb/rpjw5/xGfuYw4dhkB dG+VcHaal1iScnZpFRbj4w== 0001157523-03-005288.txt : 20031010 0001157523-03-005288.hdr.sgml : 20031010 20031010103555 ACCESSION NUMBER: 0001157523-03-005288 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031008 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031010 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: 03936303 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-K 1 a4490135.txt VARIAN MEDICAL SYSTEMS 8-K 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) October 8, 2003 ------------------------- Varian Medical Systems, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-7598 94-2359345 - --------------------------- ------------------------ --------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) 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 and Regulation FD Disclosure. ----------------------------------------- On October 8, 2003, Varian Medical Systems, Inc. issued a press release regarding its agreement with Mitsubishi Electric Corp. to form a joint venture. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. 99.1 Press Release dated October 8, 2003 regarding Varian Medical Systems, Inc.'s agreement with Mitsubishi Electric Corp. to form a joint venture. 2 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 -------------------- Name: Joseph B. Phair Title: Vice President, Administration, General Counsel and Secretary Dated: October 9, 2003 EXHIBIT INDEX Number Exhibit - ------- ------- 99.1 Press Release dated October 8, 2003 regarding Varian Medical Systems, Inc.'s agreement with Mitsubishi Electric Corp. to form a joint venture. EX-99 3 a4490135ex991.txt VARIAN MEDICAL EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Varian Medical Systems and Mitsubishi Electric Corp. Agree to Form Joint Venture in Japan PALO ALTO, Calif.--(BUSINESS WIRE)--Oct. 8, 2003--Varian Medical Systems (NYSE:VAR) and Mitsubishi Electric Corp. today announced that they have signed a letter of intent to enter a joint venture that will provide radiotherapy equipment and service in Japan and other Asian countries. Mitsubishi Electric Corp.'s radiotherapy service business will be transferred to the joint venture. The joint venture, to be headquartered in Japan, is expected to start in January of 2004, and will sell Varian Medical Systems' full line of radiotherapy products and Mitsubishi Electric Corp.'s medical linear accelerators. It will also service and support those products including Mitsubishi industrial linear accelerators. The Mitsubishi medical linear accelerators will be sold through the venture during the first two years of the arrangement. Varian Medical Systems, the majority owner of the venture, will acquire Mitsubishi Electric Corp.'s share of the venture at the end of the three-year arrangement. The joint venture is expected to contribute $10 million to $12 million in additional annual service revenue to Varian Medical Systems and be neutral to earnings in the first year and accretive in ensuing years. Financial terms of the transaction will be disclosed when the transaction is concluded. The arrangement covers all Mitsubishi Electric Corp.'s service and support activities for an installed base of approximately 500 medical and industrial linear accelerators in Japan and other countries mainly in Asia. Mitsubishi Electric Corp. and Mitsubishi Electric Systems & Service Co., Ltd, wholly owned subsidiary of Mitsubishi Electric Corp., will transfer approximately 60 service, engineering, sales and management personnel out of its current workforce on secondment to the joint venture, which will operate within existing Varian facilities around Japan. "We will continue a high level of service and support for all of this venture's customers," said Soutaro Shinohara who will be managing director for the joint venture. "Customers and employees will benefit from this new venture, which combines the expertise of both companies to more effectively meet the needs of radiotherapy markets in Japan and Asia," said Dick Levy, Chairman and CEO of Varian Medical Systems. "Customers who are equipped by both Varian Medical Systems and Mitsubishi Electric Corp. will be able to obtain all the service and products they need from a single source." The companies expect to conclude the transaction in December. # # # About Varian Medical Systems Varian Medical Systems, (NYSE:VAR) of Palo Alto, California is the world's leading manufacturer of integrated cancer therapy systems, which are used to treat 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 2,900 people who are located at manufacturing sites in North America and Europe and in its 40 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. About Mitsubishi Electric With over 80 years of experience in providing reliable, high-quality products to both corporate clients and general consumers all over the world, Mitsubishi Electric Corporation (TSE:6503) is a recognized world leader in the manufacture, marketing and sales of electrical and electronic equipment used in information processing and communications, space development and satellite communications, consumer electronics, industrial technology, energy, transportation and building equipment. The company has operations in 35 countries and recorded consolidated group sales of 3,639 billion yen (US$30.3 billion) in the year ended March 31, 2003. For more information, visit http://global.mitsubishielectric.com. Forward Looking Statements Except for historical information, this news release contains "forward-looking" statements within the meaning of U.S. securities laws. Statements concerning industry outlook, including market acceptance of or transition to new ventures and any statements using the terms "will," "expect," or similar statements are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include failure to complete and establish the joint venture; acceptance of this joint venture by Japanese customers; successful integration of both parties' personnel, products and infrastructures into the joint venture; demand for Varian Medical Systems' ("Varian") and the joint venture's products and services; the impact of competitive products and pricing; and the other risks listed from time to time in Varian's filings with the U.S. Securities and Exchange Commission. Varian assumes no obligation to update or revise the forward-looking statements in this release because of new information, future events, or otherwise. CONTACT: Varian Medical Systems Spencer Sias, 650-424-5782 (Media) spencer.sias@varian.com Soutaro Shinohara, 81-3-3639-9700 (Business) soutaro.shinohara@jp.varian.com or Mitsubishi Electric Corp. Frank K. Hashimoto, 81-3-3218-2346 (Media) Katsuyuki.Hashimoto@hq.melco.co.jp Tsunetoshi Tanaka, 81-3-3218-3571 (Business) Tsunetoshi.Tanaka@hq.melco.co.jp -----END PRIVACY-ENHANCED MESSAGE-----