Form 8-K VARIAN MEDICAL SYSTEMS For: Jan 09

 

 

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) January 10, 2017 (January 9, 2017)

 

 

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))

 

 

 

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

Resignation of Directors

In connection with the Distribution (as defined below), each of Ruediger Naumann-Etienne and Erich R. Reinhardt submitted their resignations as directors of Varian Medical System Inc. (“Varian”), in each case effective as of, and contingent upon, the completion of the Distribution, in connection with their expected appointment to the board of directors of Varex Imaging Corporation.

Composition of the Varian Board

Following the Distribution, the board of directors of Varian is expected to consist of Susan L. Bostrom, Judy Bruner, Regina E. Dugan, R. Andrew Eckert, Timothy E. Guertin, David J. Illingworth, Mark R. Laret and Dow R. Wilson.

In addition, following the Distribution, the composition of the Audit Committee, Compensation and Management and Development Committee, Ethics and Compliance Committee, Nominating and Corporate Governance Committee and Executive Committee are expected to be as follows:

Audit Committee

Judy Bruner (Chair)

R. Andrew Eckert

David J. Illingworth

Compensation and Management Development Committee

Susan L. Bostrom (Chair)

R. Andrew Eckert

Mark R. Laret

Ethics and Compliance Committee

David J. Illingworth (Chair)

Regina E. Dugan

Timothy E. Guertin

Nominating and Corporate Governance Committee

Mark R. Laret (Chair)

Susan L. Bostrom

Regina E. Dugan

Timothy E. Guertin

Executive Committee

R. Andrew Eckert (Chair)

Mark R. Laret

Resignation and Appointment of Officers

Each of Sunny S. Sanyal, Varian’s Senior Vice President and President, Imaging Components Business, and Clarence R. Verhoef, Varian’s Senior Vice President, Finance and Corporate Controller, will resign from their role as an executive officer and the Principal Accounting Officer of Varian, respectively, effective as of, and contingent upon, the completion of the Distribution.

 

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Item 8.01. Other Events.

On January 9, 2017, the board of directors of Varian approved the separation of Varian’s imaging components business through the distribution of 100% of the outstanding common stock, par value $0.01 per share, of Varex Imaging Corporation, a wholly owned subsidiary of Varian (“Varex”) to Varian’s stockholders (the “Distribution”), subject to the satisfaction or waiver of certain conditions which are described in Varex’s Form 10 Registration Statement.

On January 10, 2017, Varian announced that its board of directors has set a record date of the close of business on January 20, 2017 (the “Record Date”) for the Distribution. Subject to the satisfaction or waiver of the conditions to the Distribution, Varian will distribute 0.4 of a share of Varex common stock for every share of Varian common stock held by Varian stockholders of record as of the Record Date. The Distribution is expected to occur at 12:01 a.m. Pacific time on January 28, 2017, and is subject to the satisfaction or waiver of certain conditions. A press release announcing the Record Date and other information relating to the Distribution is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

9.01. Financial Statements and Exhibits.

 

Number		Exhibit
99.1		Press Release dated January 10, 2017 entitled “Varian Medical Systems Announces Distribution Ratio and Record Date for Separation of Imaging Components Business”

 

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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.

 

Dated: January 10, 2017

 

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EXHIBIT INDEX

 

Number		Exhibit
99.1		Press Release dated January 10, 2017 entitled “Varian Medical Systems Announces Distribution Ratio and Record Date for Separation of Imaging Components Business”

 

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Exhibit 99.1

FOR INFORMATION CONTACT:

Spencer Sias (650) 424-5782

[email protected]

Howard Goldman (801) 978-5274

[email protected]

For Immediate Release:

VARIAN MEDICAL SYSTEMS ANNOUNCES DISTRIBUTION RATIO AND RECORD DATE FOR SEPARATION OF IMAGING COMPONENTS BUSINESS

PALO ALTO, Calif., January 10, 2017 – Varian Medical Systems (NYSE: VAR) today announced that its Board of Directors approved the previously announced separation of the company’s Imaging Components business. The separation is intended to be executed via a tax-free distribution to Varian stockholders of common stock in Varex Imaging Corporation, a new stand-alone public company that will hold the Imaging Components business. The distribution is expected to be completed on January 28, 2017, subject to the satisfaction or waiver of the conditions to the completion of the distribution described in the preliminary information statement filed as an exhibit to Varex’s Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission.

In the distribution, Varian stockholders would receive 0.4 share of Varex common stock for every one share of Varian common stock held as of January 20, 2017, the record date for the distribution. No fractional shares of Varex will be issued.

Beginning on or about January 20, 2017 and continuing up to the distribution date, it is expected that “when issued” trading will begin for Varex shares on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “VREXV”. Varex shares are expected to begin “regular way” trading on Monday, January 30, 2017 on Nasdaq under the ticker symbol “VREX”. Varian will continue to trade on the New York Stock Exchange under the ticker symbol “VAR”.

Also beginning on or about January 20, 2017 and continuing up to the distribution date, it is expected that there will be two markets in Varian common stock. Varian shares that trade in the “regular way” market under the ticker symbol “VAR” will trade with an entitlement to shares of Varex common stock to be distributed pursuant to the distribution; shares that trade in the “ex-distribution” market under the ticker symbol “VAR WI” will trade without an entitlement to shares of Varex common stock.

Varex Imaging

Varex Imaging will be a high-volume manufacturer of X-ray tubes, flat panel detectors and high-voltage connectors as well as a supplier of imaging software and specialized accelerators for high-energy x-ray imaging. It is expected to have annual revenues in excess of $600 million and approximately 1,400 employees around the world. Varex management will include Sunny Sanyal, current president of Varian’s Imaging Components business, as the chief executive officer, and Clarence Verhoef, current Varian Corporate Controller, as chief financial officer. Additional information on this business is available at www.vareximaging.com.

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Varian Announces Record Date for Distribution		Page  2

 

Varian Medical Systems

Upon completion of the separation, Varian will continue to operate its businesses in radiation oncology and proton therapy. These businesses provide hospitals, clinics and healthcare systems around the world with equipment, software and services for radiotherapy, radiosurgery, brachytherapy and proton therapy. Varian will have approximately $2.5 billion in annual revenues and about 6,400 employees around the globe. Additional information on Varian is available at www.varian.com

Transaction Details

No action is required by Varian stockholders in order to receive Varex shares in the distribution. Varian expects that the information statement regarding the distribution will be made available to all Varian stockholders entitled to receive Varex shares later in January. The information statement is an exhibit to the Registration Statement on Form 10 filed by Varex with the U.S. Securities and Exchange Commission, and describes Varex and its business, including details regarding the separation and distribution and certain risks of owning Varex shares of common stock.

The planned separation is subject to certain conditions, including effectiveness of a Registration Statement Form 10 that has been filed with the Securities and Exchange Commission, and receipt of an opinion of counsel regarding the U.S. federal income tax treatment of the separation and distribution, among other conditions. There can be no assurance regarding the ultimate timing of the distribution or that the distribution will be completed. J.P. Morgan Securities LLC and Wachtell, Lipton, Rosen & Katz are acting as the respective financial and legal advisors to Varian in connection with the distribution.

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Varian Medical Systems, Inc., of Palo Alto, California, is the world’s leading manufacturer of medical devices and software for treating cancer with radiotherapy, radiosurgery, proton therapy and brachytherapy. Varian is also a premier supplier of X-ray imaging components, including tubes, digital detectors, cables and connectors as well as image processing software and workstations for use in medical and industrial applications. Varian Medical Systems employs approximately 7,700 people who are located at manufacturing sites in North America, Europe, and China and sales and support offices around the world. For more information, visit http://www.varian.com or follow the company on Twitter.

 

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