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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 17, 2006
VARIAN MEDICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-7598 94-2359345
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3100 Hansen Way, Palo Alto, CA 94304-1030
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (650) 493-4000
Not Applicable
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(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 n(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.
Executive Compensation
On November 17, 2006, the Compensation and Management Development
Committee of the Board of Directors (the "Board") of Varian Medical Systems,
Inc. (the "Company") approved new compensation arrangements for the Company's
Principal Executive Officer, Principal Financial Officer, and the other named
executive officers (determined by reference to the Company's 2006 proxy
statement dated December 29, 2005), as well as John W. Kuo, the Company's
Corporate Vice President, General Counsel and Corporate Secretary. The Board
approved the compensation arrangement for the Company's Principal Executive
Officer as well. The compensation for Richard M. Levy, Chairman of the Board,
is described below under "Compensation for Levy as a Non-Executive Employee."
Set forth below are the annual base salaries for fiscal year 2007:
Timothy E. Guertin,
Corporate President and Chief Executive Officer ........$ 800,000
Elisha W. Finney,
Corporate Senior Vice President, Finance and
Chief Financial Officer ................................$ 475,000
Robert H. Kluge,
Corporate Vice President and President, X-ray Products $ 377,000
John W. Kuo,
Corporate Vice President, General Counsel and
Corporate Secretary ....................................$ 330,000
Dow R. Wilson,
Corporate Executive Vice President and
President, Oncology Systems ............................$ 560,000
Compensation for Levy as a Non-Executive Employee
On November 17, 2006, the Board also approved the following
compensation arrangement for Dr. Levy in his role as a non-executive employee of
the Company, to be effective as of the close of business on February 16, 2007:
o base salary of $320,000;
o provision of a leased office space at a fair market value;
o provision of a part-time administrator; and
o eligibility for the Company's non-executive employee health and
welfare benefit plans, subject to his election and contributions
towards those benefit plans.
Dr. Levy will be ineligible to participate in the Company's Management
Incentive Plan and in any executive perquisite programs, including the Executive
Car Program and reimbursement for executive physicals. He will also be
ineligible for equity awards and for any supplemental retirement contributions
in excess of the Company's matching contributions under the Varian Medical
Systems, Inc. Retirement Plan (the Company's 401(k) plan).
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In his role as a non-executive employee of the Company (and in addition
to his responsibilities as Chairman of the Board), Dr. Levy provides on-going
advice and counsel to the management of the Company on strategic business and
technological matters, and has involvement with investor groups and key
customers.
Retirement of Director
As previously disclosed, Samuel Hellman, M.D. has reached the Board's
retirement age. He will therefore retire as a director as of the Company's
2007 Annual Meeting of Stockholders, which is the expiration of the full
three-year term to which he was elected.
Item 8.01 Other Events.
On November 20, 2006, the Company issued a press release reporting that
the Board had approved the Company's repurchase of up to 4,500,000 shares of its
common stock from time to time prior to September 28, 2007. 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 20, 2006 announcing "Varian Medical
Systems' Board of Directors Authorizes Repurchase of Another 4.5 Million Shares
of Stock."
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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
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Name: John W. Kuo
Title: Corporate Vice President,
General Counsel and Secretary
Dated: November 17, 2006
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EXHIBIT INDEX
Number Exhibit
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99.1 Press Release dated November 20, 2006 announcing "Varian Medical
Systems' Board of Directors Authorizes Repurchase of Another 4.5
Million Shares of Stock."
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