Form 8-K VARIAN MEDICAL SYSTEMS For: Nov 19
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) | November 19, 2015 |
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.
On November 25, 2015, Varian Medical Systems, Inc. (the “Company”) entered into an amendment to its Credit Agreement, dated as of August 27, 2013 (the “Credit Agreement”), by and among the Company and certain lenders party thereto from time to time (collectively, the “Lenders”), and Bank of America, N.A. (“BofA”), as a Lender, Swing Line Lender and L/C Issuer (as such terms are defined in the Credit Agreement) and as administrative agent for the Lenders (the “Agent”). The amendment is effective as of November 25, 2015 and increases the aggregate credit commitments of the Lenders in respect of the revolving credit facility under the Credit Agreement in a principle amount of $200,000,000 to a total of $500,000,000, reduces commitment fees and interest rate margins applicable to borrowings and increases the maximum consolidated leverage ratio that the Company must maintain.
Item 8.01. Other Events.
On November 19, 2015, the Company’s Board authorized the repurchase of an additional eight million shares of the Company’s common stock from November 21, 2015 through December 31, 2016. Stock repurchases may be made in the open market, in privately negotiated transactions, including accelerated share repurchase programs, or in Rule 10b5-1 share repurchase plans, and may be made from time to time or in one or more larger blocks. Repurchases are expected to be made in accordance with Rule 10b-18 and may include plans designed to satisfy the Rule 10b5-1 safe harbor. Shares will be retired upon repurchase.
On November 23, 2015, the Company issued a press release entitled “Varian Medical Systems Board of Directors Authorizes Repurchase of Additional 8 Million Shares of Stock through Calendar Year 2016; Also Authorizes Increase of Existing Revolving Debt Facility From $300 Million to $500 Million.” A copy of the press release is attached as Exhibit 99.1 and incorporated by reference into this item.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
99.1 Press Release dated November 23, 2015 entitled “Varian Medical Systems Board of Directors Authorizes Repurchase of Additional 8 Million Shares of Stock through Calendar Year 2016; Also Authorizes Increase of Existing Revolving Debt Facility From $300 Million to $500 Million.”
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/ John W. Kuo | |||
Name: | John W. Kuo | |||
Title: | Senior Vice President, General Counsel and Corporate Secretary |
Dated: November 25, 2015
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EXHIBIT INDEX
Number | Exhibit |
99.1 |
Press Release dated November 23, 2015 entitled “Varian Medical Systems Board of Directors Authorizes Repurchase of Additional 8 Million Shares of Stock through Calendar Year 2016; Also Authorizes Increase of Existing Revolving Debt Facility From $300 Million to $500 Million.” |
4 |
Exhibit 99.1
FOR INFORMATION CONTACT: | |
Spencer Sias (650) 424-5782 | |
[email protected] |
Varian Medical Systems Board of Directors Authorizes Repurchase of Additional 8 Million Shares of Stock through Calendar Year 2016; Also Authorizes Increase of Existing Revolving Debt Facility from $300 Million to $500 Million
PALO ALTO, Calif., November 23, 2015 – Varian Medical Systems, Inc. (NYSE: VAR) today announced that its board of directors has authorized the company to repurchase an additional 8 million shares of its common stock between November 21, 2015 and December 31, 2016. Stock repurchases may be made in the open market, in privately negotiated transactions including accelerated share repurchase programs, or in Rule 10b5-1 share repurchase plans, and also may be made from time to time or in one or more larger blocks. The company has completed a 6 million share repurchase authorization that covered the period between August 15, 2014 and December 31, 2015. The company expects to begin repurchasing shares under the new authorization during the first quarter of fiscal year 2016.
Share repurchases will be conducted in compliance with applicable legal requirements, including the Securities and Exchange Commission's (SEC) Rule 10b-18, and the timing of the repurchases and the number of shares to be repurchased at any given time will depend on market conditions, SEC regulations, and other factors. Shares will be retired upon repurchase. The repurchase authorization does not obligate the company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time at the company's discretion.
Revolving Debt Facility
The Varian board of directors also authorized the company to amend its credit agreement to increase the aggregate commitments under its 2013 revolving credit facility from $300 million to $500 million. The additional funds would be used for working capital, capital expenditures, share repurchases, acquisitions, and other corporate purposes.
# # #
About Varian Medical Systems
Varian Medical Systems, Inc., of Palo Alto, California, focuses energy on saving lives by equipping the world with advanced technology
for fighting cancer and for X-ray imaging. The company is the world's leading manufacturer of medical devices and software
for treating cancer and other medical conditions with radiation. The company provides comprehensive solutions for radiotherapy,
radiosurgery, proton therapy and brachytherapy. The company supplies informatics software for managing comprehensive cancer clinics,
radiotherapy centers and medical oncology practices. Varian is also a premier supplier of X-ray imaging components, including
tubes, digital detectors, and image processing software and workstations for use in medical, scientific, and industrial settings,
as well as for security and non-destructive testing. Varian Medical Systems employs approximately 7,000 people who are located
at manufacturing sites in North America, Europe, and China and approximately 70 sales and support offices around the world.
For more information, visit http://www.varian.com or follow us on Twitter.
Forward-Looking Statements |
Except for historical information, this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning future financial results and any statements using the terms “may,” “expects,” “will,” “would” or similar statements, are forward-looking statements that involve risks and uncertainties that could cause the company’s actual results to differ materially from those anticipated. Such risks and uncertainties include the effects and impact of any share repurchases, including the number of shares repurchased and the aggregate cost to the company; the company’s ability to effect share repurchases in general on favorable terms, or at all; the company’s ability to generate sufficient cash flow or borrow funds to affect stock repurchases, and the other risks listed from time to time in the company’s filings with the Securities and Exchange Commission, which by this reference are incorporated herein. The company assumes no obligation to update or revise the forward-looking statements in this release because of new information, future events, or otherwise. |
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