Attached files
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| EX-99.1 - VARIAN MEDICAL SYSTEMS INC | v195147_ex99-1.htm |
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
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Date
of report (Date of earliest event reported)
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August
24, 2010
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VARIAN
MEDICAL SYSTEMS, INC.
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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1-7598
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94-2359345
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
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3100
Hansen Way, Palo Alto, CA
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94304-1030
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(650)
493-4000
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Not
Applicable
|
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(Former
Name or Former Address, if Changed Since Last
Report)
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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
1.01.
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Entry into a Material
Definitive Agreement
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After
market close on August 24, 2010, Varian Medical Systems, Inc. (the “Company”)
entered into an agreement with Bank of America, N.A. (“BofA”) to repurchase $225
million of the Company’s common stock under an accelerated share repurchase
program (the “Repurchase Agreement”). The shares of common stock will
be acquired under both the remainder of the five million share repurchase
authorization approved by the company’s Board of Directors on November 13, 2009
(which expires December 31, 2010), and the eight million share repurchase
authorization approved by the company’s Board of Directors on August 6, 2010
(which expires September 30, 2011). The repurchase of stock will be
funded through a combination of available cash on hand and borrowings under the
Company’s revolving credit facility with BofA. Shares purchased under
the Repurchase Agreement will be retired.
Under the
terms of the Repurchase Agreement, on August 25, 2010, the Company will pay to
BofA $225 million and receive from BofA approximately 3.8 million shares, or 90%
of the shares to be repurchased based on the closing price of the Company’s
common stock on August 24, 2010. The specific number of shares that
the Company ultimately will repurchase under the Repurchase Agreement will be
based generally on the volume weighted average share price of the Company’s
common stock during the repurchase period, subject to other adjustments pursuant
to the terms and conditions of the Repurchase Agreement. The
Repurchase Agreement contemplates that the repurchase period will be between
four and six months. At the completion of the Repurchase Agreement,
the Company may be entitled to receive additional shares of its common stock
from BofA or, under certain circumstances specified in the Repurchase Agreement,
the Company may be required deliver shares or make a cash payment (at its
option) to BofA.
The
Repurchase Agreement contains the principal terms and provisions governing the
accelerated share repurchase, including the mechanism used to determine the
number of shares that will be delivered, the required timing of delivery of the
shares, the permitted methods and required timing of settlement, the
circumstances under which BofA is permitted to make adjustments to valuation
periods and calculations, the circumstances under which the Repurchase Agreement
may be terminated early, definitions of terms used throughout the Repurchase
Agreement, and various acknowledgements, representations and warranties made by
the Company and BofA to one another.
BofA and
certain of its affiliates have engaged, and may in the future engage, in
financial advisory, investment banking and other services for the Company and
its affiliates, including entering into share repurchase programs and acting as
a lender under the Company’s revolving credit facility.
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Item
2.03.
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Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
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On August
24, 2010, the Company entered into an amendment to its Amended and Restated
Credit Agreement dated as of November 10, 2008, as amended, with BofA to
increase its borrowing capacity thereunder from $150 million to $225 million (as
amended, the “BofA Credit Facility”). On August 24, 2010, the Company
borrowed $145 million under the BofA Credit Facility to finance a portion of its
obligations under the Repurchase Agreement. The material terms and
conditions of the BofA Credit Facility have been previously reported in the
Company’s periodic filings with the Securities and Exchange Commission, most
recently in the Company’s Quarterly Report on Form 10-Q for the quarter ended
July 2, 2010.
Item
9.01. Financial Statements and
Exhibits.
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(c)
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Exhibits.
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99.1
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Press
Release dated August 24, 2010 entitled “Varian Medical Systems Announces
$225 Million Accelerated Stock Repurchase; Increases its Revolving Credit
Facility.”
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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.
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Varian
Medical Systems, Inc.
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By:
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/s/ John W. Kuo
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Name:
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John
W. Kuo
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Title:
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Corporate
Vice President, General Counsel and
Secretary
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Dated: August
24, 2010
EXHIBIT
INDEX
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Number
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Exhibit
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99.1
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Press
Release dated August 24, 2010 entitled “Varian Medical Systems Announces
$225 Million Accelerated Stock Repurchase; Increases its Revolving Credit
Facility.”
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