Current Report Filing (8-k)
March 03 2020 - 6:23AM
Edgar (US Regulatory)
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10/02
0000203527
2020-03-01
2020-03-02
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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)
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March
2, 2020
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock
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VAR
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New York Stock Exchange
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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 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On March 2, 2020, the Board of Directors
of Varian Medical Systems, Inc. (the “Company”) amended Section 26 of the Company’s By-Laws (the By-Laws, as
amended, the “Amended By-Laws”), effective as of March 2, 2020, to provide that any director may be removed, with or
without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding voting
stock, since the Company no longer has a classified Board of Directors. The foregoing description is qualified in its entirety
by reference to the full text of the Amended By-Laws, which is attached hereto as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
3.1 By-Laws of Varian Medical Systems, Inc., as amended
104 Cover
Page Interactive Data File - the cover page iXBRL tags are 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.
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Varian Medical Systems, Inc.
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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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Senior Vice President, General Counsel and Corporate Secretary
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Dated: March 3, 2020
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