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 23, 2011 |
| 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement |
After market close on February 23, 2011, Varian Medical Systems, Inc. (the “Company”) entered into a new agreement with Bank of America, N.A. (“BofA”) to repurchase $280 million of the Company’s common stock under an accelerated share repurchase program (the “Repurchase Agreement”). The repurchase of stock will be funded through a combination of available cash on hand and borrowings under the Company’s revolving credit facility with BofA. Shares purchased under the Repurchase Agreement will be retired.
Under the terms of the Repurchase Agreement, on February 24, 2011, the Company paid to BofA $280 million and received from BofA approximately 3.5 million shares, or 85% of the shares to be repurchased based on the closing price of the Company’s common stock on February 23, 2011. The specific number of shares that the Company ultimately will repurchase under the Repurchase Agreement will be based generally on the volume weighted average share price of the Company’s common stock during the repurchase period, subject to other adjustments pursuant to the terms and conditions of the Repurchase Agreement. The Repurchase Agreement contemplates that the repurchase period will be between two and six months. At the completion of the Repurchase Agreement, the Company may be entitled to receive additional shares of its common stock from BofA or, under certain circumstances specified in the Repurchase Agreement, the Company may be required deliver shares or make a cash payment (at its option) to BofA. The shares of common stock will be acquired under the remainder of the eight million share repurchase authorization approved by the Company’s Board of Directors on August 6, 2010 (which expires at the end of the Company’s fiscal year 2011), and, if necessary, the twelve million share repurchase authorization approved by the Company’s Board of Directors on February 11, 2011 (which expires at the end of the Company’s fiscal year 2012).
The Repurchase Agreement contains the principal terms and provisions governing the accelerated share repurchase, including the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the permitted methods and required timing of settlement, the circumstances under which BofA is permitted to make adjustments to valuation periods and calculations, the circumstances under which the Repurchase Agreement may be terminated early, definitions of terms used throughout the Repurchase Agreement, and various acknowledgements, representations and warranties made by the Company and BofA to one another.
2
BofA and certain of its affiliates have engaged, and may in the future engage, in financial advisory, investment banking and other services for the Company and its affiliates, including entering into share repurchase programs and acting as a lender under the Company’s revolving credit facility (the “BofA Credit Facility”).
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On February 24, 2011, the Company borrowed $130 million under the BofA Credit Facility to finance a portion of its obligations under the Repurchase Agreement. The material terms and conditions of the BofA Credit Facility have been previously reported in the Company’s periodic filings with the Securities and Exchange Commission, most recently in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
99.1 Press Release dated February 28, 2011 entitled “Varian Medical Systems Announces New $280 Million Accelerated Stock Repurchase.”
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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/ John W. Kuo | |
| Name: | John W. Kuo | |
| Title: | Corporate Vice President, General Counsel and Secretary | |
Dated: February 28, 2011
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EXHIBIT INDEX
| Number | Exhibit |
| 99.1 | Press Release dated February 28, 2011 entitled “Varian Medical Systems Announces New $280 Million Accelerated Stock Repurchase.” |