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) | August 10, 2012 |
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of President and Chief Executive Officer; Appointment of Vice Chairman; Compensatory Arrangements of Named Executive Officer
On August 10, 2012, Timothy E. Guertin, President, Chief Executive Officer and a director of Varian Medical Systems, Inc. (the “Company”) announced that he intends to retire as President and Chief Executive Officer at the end of the Company’s fiscal year on September 28, 2012. As discussed below, on August 10, 2012, the Company’s Board of Directors (the “Board”) elected Dow R. Wilson to replace Mr. Guertin and appointed Mr. Guertin as its Vice Chairman, both effective as of September 29, 2012.
Mr. Guertin will continue as a non-executive employee of the Company until his retirement in February 2013. In his new role as a non-executive employee of the Company (and in addition to his responsibilities as Vice Chairman of the Board), Mr. Guertin will provide on-going advice and counsel to the management of the Company on strategic business and technological matters, will continue to have involvement with industry and investor groups and key customers, and will provide transitional support. The Board approved the following compensation arrangement for Mr. Guertin in his role as a non-executive employee of the Company, to be effective as of September 29, 2012 and continuing through his retirement date:
| · | Base salary at a rate of $952,711 per annum; |
| · | Participation in the Company’s Management Incentive Plan (“MIP”) at a “target” participation level of 115% of annual salary in fiscal year 2013, with any payout based on fiscal year 2013 results and to be prorated up to Mr. Guertin’s retirement date; |
| · | Participation in the Company’s Employee Incentive Plan (“EIP”), with any payout based on fiscal year 2013 results and to be prorated up to Mr. Guertin’s retirement date; |
| · | Participation in the Company’s nonqualified deferred compensation plan, which allows participants to defer a portion of their compensation and allows the Company to make discretionary supplemental retirement contributions (“Company Supplemental Contributions”) beyond what the Company can contribute to participants’ 401(k) retirement accounts due to Internal Revenue Code limitations; |
| · | Eligibility for the following perquisites: (a) reimbursement for up to $4,000 for required, qualified annual medical examinations in January and February 2013 (plus up to $4,000 not to date reimbursed in calendar year 2012); (b) reimbursement for financial planning advice, estate planning advice, tax planning advice and/or tax return preparation (no dollar limit); and (c) benefits equivalent to those offered under the Company’s Executive Car Program (subject to a vehicle purchase price limit of $82,000 and including the option to purchase the vehicle following his retirement); |
| · | Provision of leased offsite office space at a fair market value not to exceed $7,000 per month; and |
| · | Provision of a part-time administrator. |
| 1 |
Mr. Guertin will also be eligible to participate in compensation and benefit programs generally available to all other U.S. employees, such as the Company’s employee stock purchase plan, 401(k) retirement plan and medical, dental, supplemental life and disability insurance programs, subject to his election and contributions towards those benefit programs. Mr. Guertin will not be eligible for the grant of equity awards in his capacity as an employee in fiscal year 2013, nor after September 28, 2012 will he be eligible to receive the benefit of the change-in-control agreement previously entered into between him and the Company.
After Mr. Guertin retires, he will receive the same compensation as the Company’s other non-employee directors.
Appointment of President and Chief Executive Officer
On August 10, 2012, the Board elected Dow R. Wilson, 53, as its President and Chief Executive Officer, effective September 29, 2012. Mr. Wilson has served as the Company’s Executive Vice President and Chief Operating Officer since October 2011. Mr. Wilson served as Corporate Executive Vice President and President, Oncology Systems from August 2005 through September 2011. Mr. Wilson served as Corporate Vice President and President, Oncology Systems from January 2005 to August 2005. There is no family relationship between Mr. Wilson and any director or executive officer and, outside of his employment arrangements, he is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Starting September 29, 2012, Mr. Wilson will receive an annual base salary of $900,000 and will participate in the Company’s MIP in fiscal year 2013 at a target level of 113% of base salary. He will remain eligible for the same perquisites to which he is currently entitled (although at modified levels) as described in the Company’s Proxy Statement for its 2012 Annual Meeting – participation in the Company’s Executive Car Program (subject to a vehicle purchase price limit of $82,000), reimbursement for financial planning services (no dollar limit) and reimbursement for annual medical examinations (up to $4,000 per calendar year). It is expected that Mr. Wilson will receive equity-based awards under the Company’s Third Amended and Restated 2005 Omnibus Stock Plan in connection with his promotion, the amounts and nature of which have not yet been finally determined.
Mr. Wilson will be eligible to participate in the Company’s nonqualified deferred compensation plan, including being eligible to receive Company Supplemental Contributions. Mr. Wilson will also be eligible to participate in compensation and benefit programs generally available to all other U.S. employees, such as the Company’s employee stock purchase plan, EIP, 401(k) retirement plan and medical, dental, supplemental life and disability insurance programs, subject to his election and contributions towards those benefit programs. However, Mr. Wilson will not be eligible to participate in the Company’s EIP commencing in fiscal year 2013.
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In connection with his promotion, the Company will enter into a new change-in-control agreement with Mr. Wilson in its standard form applicable to the CEO position, effective as of September 29, 2012. Under this agreement, if Mr. Wilson is terminated other than for death, “disability,” “retirement,” or “cause” or if he resigns due to “good reason” (as each of those terms are defined in the agreement) within 18 months after a change in control (as defined in the agreement), he would be entitled to receive a lump sum severance amount equal to three times the sum of his then-current annual base salary, plus the greater of (a) his most recently established target annual bonus, or (b) the average annual bonus that was paid to him in the three fiscal years ending before the termination date. The termination payments and benefits under the agreement may also be triggered under certain circumstances prior to a change in control, as determined under the agreement. “Cause” includes, generally, willful failure to perform one’s duties, fraud and certain wrongful acts, felony convictions and court or regulatory orders requiring termination. “Good reason” includes, generally, a material change in duties or material reduction in authority or responsibility, a reduction in total compensation except when an equivalent reduction occurs for the entire class of other similar executives, a material change in employee benefits, relocation and certain breaches of the agreement by the Company.
In addition, under the agreement, if he is terminated under the circumstances described above, his then unvested stock options, restricted stock and restricted stock units (“RSUs”) would fully vest as of the termination date. As for performance units, Mr. Wilson would be eligible for the full target award (i.e., the performance conditions of the performance award will no longer apply), but he would wait until vesting (i.e., at the end of the three-year performance period from the original grant date) to get delivery of the shares. While the RSUs would fully vest as of Mr. Wilson’s termination date, he would also have to wait until the original vesting date to get delivery of the shares. In addition, the Company would continue certain insurance and other benefits under the then-existing terms for up to 24 months (or, if earlier, the start of full-time employment with a new employer), pay him a lump sum pro-rata bonus at target for the applicable performance period(s) in which the termination occurs, and provide him an election to purchase the automobile leased under the Executive Car Program, if any.
The agreement also provides for certain death and long-term disability benefits in the event of his death or disability within 18 months after a change in control. Payments and benefits may be delayed six months following separation from service in order to avoid onerous taxation under Section 409A of the Internal Revenue Code.
The agreement also provides that actual change-in-control payments will be reduced to $1 below the threshold imposed under Section 280G (i.e., thereby not triggering excise tax) if the change-in-control payments after the imposition of the excise tax would otherwise result in a lesser amount.
Appointment of Principal Accounting Officer
On May 17, 2012, the Company announced that Tai-yun Chen intended to retire from her position as Senior Vice President, Finance and Corporate Controller effective as of August 10, 2012.
On August 10, 2012, the Board elected Mr. Clarence Verhoef as the Company’s new Senior Vice President, Finance and Corporate Controller (Principal Accounting Officer), effective August 11, 2012. Mr. Verhoef, 56, has been the Company’s Vice President and Operations Controller since May 2012. Prior to that, Mr. Verhoef was the Controller for the Company’s X-ray Products business from September 2006 to May 2012. There is no family relationship between Mr. Verhoef and any director or executive officer and, outside of his employment arrangements, he is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
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Starting August 11, 2012, Mr. Verhoef will receive an annual base salary of $290,000 and will participate in the Company’s MIP in fiscal year 2013 at a target level of 53% of base salary. Mr. Verhoef’s participation in the Company’s MIP for the remainder of fiscal year 2012 remains at a target level of 30% of base salary. He will receive a one-time bonus of $15,000 in November 2012 for his services as the Company’s Vice President and Operations Controller. In addition, Mr. Verhoef will be eligible to participate in the following compensatory arrangements: reimbursement for annual physical examinations (up to $4,000 per calendar year); reimbursement for up to $6,500 per calendar year for out-of-pocket expenses incurred to obtain financial advice, estate planning advice, tax advice and/or tax return preparation and filing; and participation in the corporation’s Executive Car Program, under which the Company would provide a leased vehicle costing up to $68,000. It is expected that Mr. Verhoef will receive equity-based awards under the Company’s Third Amended and Restated 2005 Omnibus Stock Plan in connection with his promotion, the amounts and nature of which have not yet been finally determined.
Mr. Verhoef will be eligible to participate in the Company’s nonqualified deferred compensation plan, including being eligible to receive Company Supplemental Contributions. Mr. Verhoef will also be eligible to participate in compensation and benefit programs generally available to all other U.S. employees, such as the Company’s employee stock purchase plan, EIP, 401(k) retirement plan and medical, dental, supplemental life and disability insurance programs, subject to his election and contributions towards those benefit programs. However, Mr. Verhoef will not be eligible to participate in the Company’s EIP commencing in fiscal year 2013.
In connection with his appointment as Senior Vice President, Finance and Corporate Controller, the Company and Mr. Verhoef entered into the Company’s standard indemnity agreement. The Company and Mr. Verhoef also entered into a change-in-control agreement in its standard form applicable to key employees. Under this agreement, if Mr. Verhoef is terminated other than for death, “disability,” “retirement,” or “cause” or if he resigns due to “good reason” (as each of those terms are defined in the agreement) within 18 months after a change in control (as defined in the agreement), he would be entitled to receive a lump sum severance amount equal to two times the sum of his then-current annual base salary, plus the greater of (a) his most recently established target annual bonus, or (b) the average annual bonus that was paid to him in the three fiscal years ending before the termination date. The termination payments and benefits under the agreement may also be triggered under certain circumstances prior to a change in control, as determined under the agreement.
In addition, under the agreement, if he is terminated under the circumstances described above, his then unvested stock options, restricted stock and RSUs would fully vest as of the termination date. As for performance units, if any, Mr. Verhoef would be eligible for the full target award (i.e., the performance conditions of the performance award will no longer apply), but he would wait until vesting (i.e., at the end of the three-year performance period from the original grant date) to get delivery of the shares. While the RSUs would fully vest as of Mr. Verhoef’s termination date, he would also have to wait until the original vesting date to get delivery of the shares. In addition, the Company would continue certain insurance and other benefits under the then-existing terms for up to 24 months (or, if earlier, the start of full-time employment with a new employer), pay him a lump sum pro-rata bonus at target for the applicable performance period(s) in which the termination occurs, and provide him an election to purchase the automobile leased under the Executive Car Program, if any.
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The agreement also provides for certain death and long-term disability benefits in the event of his death or disability within 18 months after a change in control. Payments and benefits may be delayed six months following separation from service in order to avoid onerous taxation under Section 409A of the Internal Revenue Code.
The agreement also provides that actual change-in-control payments will be reduced to $1 below the threshold imposed under Section 280G (i.e., thereby not triggering excise tax) if the change-in-control payments after the imposition of the excise tax would otherwise result in a lesser amount.
Election of Directors
On August 10, 2012, the Company’s Board increased the number of directors constituting the Board from nine to ten and appointed Erich R. Reinhardt, Ph.D., to fill the vacancy so created. Mr. Reinhardt will serve for a term expiring at the Company’s 2013 Annual Meeting of Stockholders, whereupon he will be eligible for nomination for re-election. It was not immediately determined on which committees of the Board Mr. Reinhardt would serve. Mr. Reinhardt is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
In accordance with the Company’s current program for compensation of non-employee directors Mr. Reinhardt will receive a prorated portion of the annual cash retainer of $45,000 and $2,000 for each Board meeting attended ($1,000 if the Board meeting was an in-person meeting and the director attended by telephone or video conference). Additionally, pursuant to the Company’s Third Amended and Restated 2005 Omnibus Stock Plan, if he continues as a director, Mr. Reinhardt will receive a full annual retainer, as well as a grant of a non-qualified option for 5,000 shares of the Company’s common stock with an exercise price equal to the fair value (i.e., the closing price) on the date of grant and a grant of deferred stock units having a fair market value of $100,000 on the date of grant, as of the date after the Company’s 2013 Annual Meeting of Stockholders. Mr. Reinhardt would receive similar awards at subsequent annual meetings, subject to continued service on the Board.
On August 10, 2012, the Company’s Board increased the number of directors by one more to eleven, effective September 29, 2012, and appointed Dow R. Wilson, the Company’s current Executive Vice President and Chief Executive Officer, to fill the vacancy so created. Mr. Wilson will serve for a term expiring at the Company’s 2014 Annual Meeting of Stockholders, whereupon he will be eligible for nomination for re-election. As an employee of the Company, it is not expected that Mr. Wilson will serve on any committees of the Board, nor will he receive any compensation for his service on the Board.
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The Company has issued a press release regarding Mr. Guertin’s appointment as Vice Chairman of the Board, Mr. Wilson’s appointment to the Board and Mr. Wilson’s election as President and Chief Executive Officer of the Company. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The Company has issued a press release regarding Mr. Reinhardt’s appointment to the Board, a copy of which is attached as Exhibit 99.2 and incorporated herein by reference.
Item 8.01. Other Events
On August 10, 2012, the Company’s Board authorized the repurchase of an additional 8,000,000 shares of the Company’s common stock from September 29, 2012 through December 31, 2013. 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 August 13, 2012, 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 2013.” A copy of the press release is attached as Exhibit 99.3 and incorporated by reference into this item.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. | ||
| 99.1 | Press Release dated August 13, 2012 entitled “Varian Medical Systems’ CEO Timothy E. Guertin Announces Plans to Retire; Board of Directors Names Dow R. Wilson as Successor.” | ||
| 99.2 | Press Release dated August 13, 2012 entitled “Erich R. Reinhardt Appointed to Board of Directors of Varian Medical Systems.” | ||
| 99.3 | Press Release dated August 13, 2012 entitled “Varian Medical Systems Board of Directors Authorizes Repurchase of Additional 8 Million Shares of Stock through Calendar Year 2013.” |
| 6 |
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: August 13, 2012
| 7 |
EXHIBIT INDEX
| Number |
Exhibit
|
| 99.1 | Press Release dated August 13, 2012 entitled “Varian Medical Systems’ CEO Timothy E. Guertin Announces Plans to Retire; Board of Directors Names Dow R. Wilson as Successor.” |
| 99.2 | Press Release dated August 13, 2012 entitled “Erich R. Reinhardt Appointed to Board of Directors of Varian Medical Systems.” |
| 99.3 | Press Release dated August 13, 2012 entitled “Varian Medical Systems Board of Directors Authorizes Repurchase of Additional 8 Million Shares of Stock through Calendar Year 2013.” |
| 8 |
Exhibit 99.1
FOR INFORMATION CONTACT:
Spencer Sias (650) 424-5782
spencer.sias@varian.com
For Immediate Release:
Varian Medical Systems’ CEO Timothy E. Guertin Announces Plans to Retire;
Board of Directors Names Dow R. Wilson as Successor
Guertin Elected to Vice Chairman of Varian Board; Wilson to be Added to Board
PALO ALTO, Calif., August 13, 2012 – Varian Medical Systems (NYSE:VAR) today announced that Timothy E. Guertin has declared his intention to retire as the company’s President and CEO at the end of the company’s current fiscal year on September 28, 2012. Varian’s Board of Directors has elected Dow R. Wilson, 53, the company’s current Executive Vice President and Chief Operating Officer, to become Varian’s President and CEO upon Guertin’s retirement. The board also appointed Guertin, 62, as its vice chairman and appointed Wilson to the board, both effective as of September 29, 2012. Guertin will continue as a non-executive employee of the company until his retirement in February 2013.
“Varian has given me the unique opportunity to build a global business around the mission of saving lives, and, after more than 35 years here, I’m ready to transition to retirement while remaining active on the board,” said Guertin. “Our company has grown net orders, revenues and earnings by more than 100 percent over the last seven years while weathering some of the toughest economic conditions in modern times. More importantly, we have successfully developed significant new technology and products in radiation oncology and X-ray imaging that will help to save the lives of millions of people around the world. We have expanded into new areas and built a strong team that is well positioned to continue growing under the capable leadership of Dow Wilson.”
“Tim Guertin has been an exceptional visionary and inspiring spokesperson for Varian,” said Richard M. Levy, Chairman of the Board of Directors for Varian Medical Systems. “The board is confident that Dow Wilson can lead further execution and enhancement of that vision on behalf of our customers, investors, and patients around the world. Dow is a proven performer who has impressive management skills and a history of significant business accomplishments.”
Wilson joined Varian in 2005 as President of Oncology Systems where he doubled the business by expanding services, introducing Varian’s technology-leading TrueBeam and RapidArc products for radiotherapy and radiosurgery, and pushing strongly into emerging international markets. He assumed responsibility for all of Varian’s businesses upon his appointment as Chief Operating Officer in October of 2011. Wilson came to Varian from GE where he filled many management positions over his 20 year career there, including CEO of the $2.5 billion GE Healthcare-Information Technologies business. He has an MBA from Dartmouth’s Amos Tuck School of Business and a BA from Brigham Young University.
-- more --
| Varian Medical Systems’ CEO Timothy E. Guertin Announces Plans to Retire; | Page 2 |
| Board of Directors Names Dow R. Wilson as Successor |
“Tim Guertin and Dick Levy were instrumental in my decision to join Varian Medical Systems,” said Wilson. “They have created a global company with a culture of innovation and a consistent record of delivering compelling clinical solutions and services for customers as well as great returns for investors. It is an honor to be entrusted with the challenge of building on what they started.”
The Varian Board of Directors is expanding by two seats. The company separately announced today that Erich R. Reinhardt, Ph.D., former President and CEO of Siemens Healthcare, was appointed to the board effective August 10, 2012. Wilson’s board appointment on Sept. 29, 2012 will increase the size of the Varian board to 11 members.
# # #
About Varian Medical Systems
Varian Medical Systems, Inc., of Palo Alto, California, is the world's leading manufacturer of medical devices and software
for treating cancer and other medical conditions with radiotherapy, radiosurgery, and brachytherapy. The company supplies informatics
software for managing comprehensive cancer clinics, radiotherapy centers and medical oncology practices. Varian is a premier supplier
of tubes, digital detectors, and image processing workstations for X-ray imaging in medical, scientific, and industrial applications
and also supplies high-energy X-ray devices for cargo screening and non-destructive testing applications. Varian Medical Systems
employs approximately 6,100 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 industry outlook, including growth drivers; the company’s
future orders, revenues, backlog, or earnings growth; future financial results; the ability of the company’s technology
and products to save lives; and any statements using the terms “can,” “will,” “enhance,” “well
positioned,” “continue,” “look forward,” 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 effect of global economic conditions; the impact of health care legislation and health
care reform , and/or changes in third-party reimbursement levels; currency exchange rates and tax rates; demand for the company’s
products; the company’s ability to develop, commercialize, and deploy new products such as the TrueBeam platform; the impact
of competitive products and pricing; the potential loss of key distributors or key personnel; 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.
Exhibit 99.2
| FOR INFORMATION CONTACT: | |
| Spencer Sias (650) 424-5782 | |
| Spencer.sias@varian.com | |
| For Immediate Release |
Erich R. Reinhardt Appointed to Board of Directors of Varian Medical Systems
PALO ALTO, Calif., August 13, 2012 – Varian Medical Systems, Inc. (NYSE:VAR) today announced that Erich R. Reinhardt, Ph.D., former President and CEO of Siemens Healthcare, has been appointed to the Board of Directors, effective August 10, 2012.
Reinhardt, 65, served in management roles at Siemens Healthcare (formerly Siemens Medical Solutions), including President and CEO from 1994 to 2008. He is currently Chairman of Medical Valley Europaische Metropol Region in Nürnberg in Germany. Reinhardt also serves on the boards of a private healthcare company, a hospital and a research institute in Germany. He has advanced degrees from the University of Stuttgart in Germany where he earned his Ph.D. in engineering in 1989 and an MA in electrical engineering in 1972.
The Reinhardt appointment increases the Varian Board of Directors from nine to ten members. The Varian board will expand to 11 members on Sept. 29, 2012 when Dow. R. Wilson will join the board concurrent with his succession of Timothy E. Guertin as President and CEO of the company. Guertin, who is retiring from his position as President and CEO of Varian, will remain on the board as its vice chairman.
# # #
About Varian Medical Systems
Varian Medical Systems, Inc., of Palo Alto, California, is the world's leading manufacturer of medical devices and software
for treating cancer and other medical conditions with radiotherapy, radiosurgery, and brachytherapy. The company supplies informatics
software for managing comprehensive cancer clinics, radiotherapy centers and medical oncology practices. Varian is a premier supplier
of tubes, digital detectors, and image processing workstations for X-ray imaging in medical, scientific, and industrial applications
and also supplies high-energy X-ray devices for cargo screening and non-destructive testing applications. Varian Medical Systems
employs approximately 6,100 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.
Exhibit 99.3
| FOR INFORMATION CONTACT: | |
| Spencer Sias (650) 424-5782 | |
| Spencer.sias@varian.com | |
| For Immediate Release |
Varian Medical Systems Board of Directors Authorizes Repurchase of Additional 8 Million Shares of Stock through Calendar Year 2013
PALO ALTO, Calif., August 13, 2012 – 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 September 29, 2012 and December 31, 2013. 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. This authorization is in addition to the approximately 4.4 million shares remaining under a current 12 million share repurchase authorization that expires at the end of the company’s fiscal year on September 28, 2012.
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.
# # #
About Varian Medical Systems
Varian Medical Systems, Inc., of Palo Alto, California, is the world's leading manufacturer of medical devices and software
for treating cancer and other medical conditions with radiotherapy, radiosurgery, and brachytherapy. The company supplies informatics
software for managing comprehensive cancer clinics, radiotherapy centers and medical oncology practices. Varian is a premier supplier
of tubes, digital detectors, and image processing workstations for X-ray imaging in medical, scientific, and industrial applications
and also supplies high-energy X-ray devices for cargo screening and non-destructive testing applications. Varian Medical Systems
employs approximately 6,100 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,”
“will,” 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 effect 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.