8-K

UNITED STATES

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): July 27, 2020

  ___________________________________

VAREX IMAGING CORPORATION

(Exact name of registrant as specified in its charter)

 ___________________________________

	Delaware
(State or Other Jurisdiction of Incorporation)
001-37860			81-3434516
(Commission File Number)			(I.R.S. Employer Identification No.)
1678 S. Pioneer Road,	Salt Lake City,	Utah	84104
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (801) 972-5000

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	VREX	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b - 2 of the Securities Exchange Act of 1934. Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 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 July 28, 2020, Varex Imaging Corporation (the “Company”) announced that Shubham Maheshwari will serve as the Company’s Chief Financial Officer, effective July 27, 2020. Mr. Maheshwari will succeed Clarence Verhoef, whose retirement as Chief Financial Officer was previously announced. In accordance with the terms of his Transition Agreement, Mr. Verhoef will continue with the Company as a non-executive employee to provide transitional support to the Company.

Mr. Maheshwari, age 48, has served as Chief Financial Officer of SiFive, Inc. since April 2020. Prior to that, Mr. Maheshwari served as Executive Vice President, Chief Operating Officer and Chief Financial Officer of Veeco Instruments Inc. (“Veeco”) from August 2018 to January 2020 and as Chief Financial Officer of Veeco from May 2014 to August 2018.

In accordance with his offer letter approved by the Compensation and Management Development Committee of the Company’s Board of Directors (the “Committee”), Mr. Maheshwari will receive an annual base salary of $460,000 and will be eligible to earn an annual cash bonus under the Company’s Management Incentive Plan with a target amount equal to 65% of his base salary, which will be pro-rated for fiscal year 2020. In addition, it is expected that the Committee will grant Mr. Maheshwari, a one-time equity award under the Company’s 2020 Omnibus Stock Plan (the “Plan”) having a grant date value of $1,500,000, 50% of which will consist of premium-priced, performance-based stock options and 50% of which will consist of restricted stock units. Like the grants made to the Company’s other executives, the performance-based stock options are expected to vest 25% after one year and then ratably each month thereafter, and the restricted stock units are expected to vest 50% after two years and the remaining 50% after four years. In addition, following Mr. Maheshwari’s permanent relocation to Salt Lake City, Utah, subject to approval by the Committee, Mr. Maheshwari will be eligible to receive a one-time equity award under the Plan having an aggregate grant date value of $375,000, 50% of which will consist of premium-priced, performance-based stock options and 50% of which will consist of restricted stock units, which will vest over a period of four years of continued employment with the Company. Mr. Maheshwari will also receive certain relocation benefits as provided for in his offer letter agreement.

The Company will enter into its standard form of executive officer change in control agreement and executive officer indemnification agreement with Mr. Maheshwari, which forms of agreements are filed as Exhibits 10.10 and 10.11, respectively, to the Company’s Current Report on Form 8-K filed on January 30, 2017.

There are no family relationships between any director or executive officer of the Company and Mr. Maheshwari.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the above appointment is furnished as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated July 28, 2020 entitled “Shubham Maheshwari joins Varex as Chief Financial Officer”
104	Cover Page Interactive Data File (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.

		VAREX IMAGING CORPORATION
Dated: July 28, 2020	By:	/s/ Kimberley E. Honeysett
		Kimberley E. Honeysett
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

SHUBHAM MAHESHWARI JOINS VAREX

AS CHIEF FINANCIAL OFFICER

SALT LAKE CITY, July 28, 2020 –Varex Imaging Corporation (Nasdaq: VREX) today announced that effective July 27, 2020, Shubham “Sam” Maheshwari has joined Varex as its Chief Financial Officer (CFO), where he will lead the company’s finance and information technology organizations.

“We are excited to have Sam join the Varex team,” said Sunny Sanyal, President and Chief Executive Officer of Varex. “Sam brings to Varex more than 20 years of experience in finance with private and public high-tech companies, and his experience will be instrumental in leading Varex into its next stage of growth.”

Sam joins Varex from SiFive, Inc., a leading provider of hardware and software solutions for developing RISC-V based processors and semiconductor chips, where he served as CFO. Before SiFive, Sam served for six years as CFO, and later as CFO and COO, of Veeco Instruments Inc. (Nasdaq: VECO), a manufacturer of semiconductor process equipment. Previous notable positions include Senior Vice President, Finance for semiconductor company Spansion, Inc., where he helped lead the company through its restructuring and IPO in 2010, and more than 10 years in various senior positions, including Vice President of M&A and Corporate Controller, at KLA-Tencor Corp., a global semiconductor equipment company. Sam holds an MBA in Finance from Wharton, and a bachelor’s degree in chemical engineering from the Indian Institute of Technology, Delhi.

“I am especially pleased to join Varex, a company with strong competitive advantages and growth potential. I look forward to applying my knowledge and financial experience to help Varex achieve its margin and profitability goals,” said Sam Maheshwari, Chief Financial Officer of Varex.

Sam replaces Clarence Verhoef, who announced in February that he would be retiring as CFO of Varex.In accordance with his Transition Agreement, Clarence will be continuing as a non-executive employee of Varex to ensure a smooth transition. “On behalf of all of us at Varex I want to thank Clarence for his 15 years of service with Varex and Varian Medical Systems, Inc., particularly over the last four years through the establishment and spinoff of Varex as an independent public company,” said Sanyal. “We thank Clarence for his leadership and wish him all the best.”

About Varex

Varex Imaging Corporation is a leading innovator, designer and manufacturer of X-ray imaging components, which include X-ray tubes, digital detectors and other image processing solutions that are key components of X-ray imaging systems. With a 70+ year history of successful innovation, Varex’s products are used in medical imaging as well as in industrial and security imaging applications. Global OEM manufacturers incorporate the company’s X-ray sources, digital detectors, connecting devices and imaging software in their systems to detect, diagnose, protect and inspect. Headquartered in Salt Lake City, Utah, Varex employs approximately 2,000 people located at manufacturing and service center sites in North America, Europe, and Asia. For more information visit vareximaging.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements concerning industry or market outlook; future strategic goals; future financial targets, results or performance; and any statements using the terms “believe,” “expect,” “future,” “will,” “could,” “estimate,” “potential,” 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. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. Such risks and uncertainties include the severity and duration of the COVID-19 pandemic and its impact on the global economy; supply chain and labor disruptions due to COVID-19 or otherwise; not receiving the intended benefit of current or future restructurings or cost-saving activities; our ability to obtain the intended benefits and synergies of acquisitions and facility consolidations; global economic conditions; demand for and delays in delivery of products of the company or its customers; the impact of reduced or limited demand by purchasers of certain X-ray products; the impact of competitive products and pricing; and the other risks listed from time to time in our filings with the U.S. Securities and Exchange Commission, which by this reference are incorporated herein. Any forward-looking statements made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. 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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For Information Contact:

Howard Goldman

Director of Investor & Public Relations

Varex Imaging Corporation

801.978.5274 | howard.goldman@vareximaging.com

XML

Cover Cover	Jul. 27, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 27, 2020
Entity Registrant Name	VAREX IMAGING CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37860
Entity Tax Identification Number	81-3434516
Entity Address, Address Line One	1678 S. Pioneer Road,
Entity Address, City or Town	Salt Lake City,
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84104
City Area Code	801
Local Phone Number	972-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	VREX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001681622
Amendment Flag	false