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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) February 16, 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 (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On February 16, 2006, the stockholders of Varian Medical Systems, Inc.
(the "Company") approved the Varian Medical Systems, Inc. Amended and Restated
2005 Omnibus Stock Plan (the "Amended 2005 Omnibus Stock Plan"), which was
amended to provide for the grant of Deferred Stock Units to non-employee
directors. The Company previously reported a description of the terms and
conditions of the Amended 2005 Omnibus Stock Plan in its Notice and Proxy
Statement for its 2006 Annual Meeting of Stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Varian Medical Systems, Inc. Amended and Restated 2005
Omnibus Stock Plan.
99.2 Form of Grant Agreement for Deferred Stock Units under the
Varian Medical Systems, Inc. Amended and Restated 2005
Omnibus Stock Plan.
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: February 16, 2006
EXHIBIT INDEX
Number Exhibit
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99.1 Varian Medical Systems, Inc. Amended and Restated 2005 Omnibus
Stock Plan.
99.2 Form of Grant Agreement for Deferred Stock Units under the Varian
Medical Systems, Inc. Amended and Restated 2005 Omnibus Stock Plan.