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) April 8, 2021 (April 7, 2021)

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)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $1 par value	VAR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2021, Varian Medical Systems, Inc. (the “Company”) entered into a letter agreement with Magnus Momsen, its Interim Chief Financial Officer, providing that in connection with his service as Interim Chief Financial Officer of the Company, which commenced effective March 12, 2021, Mr. Momsen will be entitled to a one-time payment equal to the sum of $20,000 plus the product of (i) $5,000 times (ii) the number of weeks (rounded up to the nearest whole week) from April 12, 2021 through the earlier of the date of consummation of the transactions contemplated by the Agreement and Plan and Merger, by and among Siemens Healthineers Holding I GMBH, Falcon Sub Inc., the Company, and Siemens Medical Solutions USA, Inc., dated as of August 2, 2020 or the date that he ceases to serve as Interim CFO, subject to Mr. Momsen’s continuing employment through the relevant date or qualifying termination prior thereto.

A copy of the letter agreement is attached to, and incorporated by reference into Item 5.02 of, this Current Report on Form 8-K as Exhibit 10.1 hereto. The foregoing description of the letter agreement is intended only as a summary and is qualified in its entirety by reference to the full text of the letter agreement.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits.
10.1	Letter Agreement between Magnus Momsen and the Company, dated as of April 7, 2021
104	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.

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/ Michael D. Hutchinson
Name:	Michael D. Hutchinson
Title:	SVP, Chief Legal Officer, Corporate Secretary

Dated: April 8, 2021

EX-10.1

Exhibit 10.1

April 6, 2021

Re: Interim CFO Compensation

Magnus Momsen

c/o Varian Medical Systems, Inc.

3100 Hansen Way

Palo Alto CA 94304

Dear Magnus:

This letter memorializes our recent discussions concerning your assumption of the role of Interim Chief Financial Officer (“Interim CFO”) at Varian Medical Systems, Inc. (the “Company”), on March 12, 2021.

The Company will make you a one-time payment (the “Interim CFO Payment”) equal to the sum of (x) $20,000 plus (y) the product of (i) $5,000 times (ii) the number of weeks (rounded up to the nearest whole week) from April 12, 2021 through the earlier of the date of consummation of the transactions contemplated by the Agreement and Plan and Merger, by and among Siemens Healthineers Holding I GMBH, Falcon Sub Inc., the Company, and Siemens Medical Solutions USA, Inc., dated as of August 2, 2020 or the date that you cease to serve as Interim CFO (such earlier date, the “Service Conclusion Date”). The Interim CFO Payment shall be paid with the first payroll cycle following the Service Conclusion Date, subject to payroll deadlines. Notwithstanding the foregoing, in the event that prior to the Service Conclusion Date, you voluntarily terminate service as Interim CFO or your employment by the Company is terminated for cause, you will forfeit any right to the Interim CFO Payment.

The Interim CFO Payment will be subject to applicable tax withholding. The Interim CFO Payment is in addition to your regular compensation, and, for the avoidance of doubt, shall not be taken into account for purposes of determining any benefit under the Change in Control Agreement between you and the Company, dated as of August 1, 2020.

This letter shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to its conflict of law rules.

Please indicate your agreement to the terms set forth above by your signature below.

Sincerely,
Varian Medical Systems, Inc.
By:	/s/ Michael Hutchinson
	Name: Michael Hutchinson
	Title: Chief Legal Officer

Accepted and Acknowledged:

/s/ Magnus Momsen

Magnus Momsen

Dated: April 7, 2021

2

XML

Document and Entity Information	Apr. 07, 2021
Cover [Abstract]
Entity Registrant Name	VARIAN MEDICAL SYSTEMS INC
Amendment Flag	false
Entity Central Index Key	0000203527
Document Type	8-K
Document Period End Date	Apr. 07, 2021
Entity Incorporation State Country Code	DE
Entity File Number	1-7598
Entity Tax Identification Number	94-2359345
Entity Address, Address Line One	3100 Hansen Way
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94304-1030
City Area Code	(650)
Local Phone Number	493-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1 par value
Trading Symbol	VAR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false