SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
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FORM 8-A/A-2
AMENDMENT NO. 2
To Registration Statement on Form 8-A
dated November 23, 1998
relating to
Preferred Stock Purchase Rights
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VARIAN MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-2359345
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(State of incorporation or organization) (IRS Employer
Identification No.)
3100 Hansen Way
Palo Alto, CA 94304-1000
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Preferred Stock Purchase Rights Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 is hereby amended by adding the following paragraph:
On August 17, 2001, Varian Medical Systems, Inc. (the
"Company") entered into an amendment (the "Second Amendment") to the Rights
Agreement dated as of November 20, 1998 as amended, by the First Amendment dated
April 1, 1999 between the Company and First Chicago Trust Company of New York,
as Rights Agent (the "Rights Agent"). The Second Amendment, entered into by and
among the Company and the Rights Agent, amends the Rights Agreement, effective
as August 17, 2001 to increase the Exercise Price of the Rights from $110.00 to
$420.00.
ITEM 2. EXHIBITS.
Item 2 is hereby amended by adding new Exhibit 3 as follows:
Exhibit No. Description
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(3) Second Amendment to Rights Agreement, dated as of
August 17, 2001, between Varian Medical Systems,
Inc. and First Chicago Trust Company of New York,
as Rights Agent (incorporated by reference to
Exhibit 3 to the Company's Amendment No. 2. to
Registration Statement on Form 8-A/A-2 dated
November 6, 2001, with respect to the New York
Stock Exchange).
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this amendment
to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
VARIAN MEDICAL SYSTEMS, INC.
By: /s/ Joseph B. Phair
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Name: Joseph B. Phair
Title: Vice President, Administration,
General Counsel and Secretary
Dated: November 6, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(3) Second Amendment to Rights Agreement, dated as of
August 17, 2001, between Varian Medical Systems,
Inc. and First Chicago Trust Company of New York,
as Rights Agent (incorporated by reference to
Exhibit 3 to the Company's Amendment No. 2 to
Registration Statement on Form 8-A/A-2 dated
November 6, 2001 with respect to the New York
Stock Exchange).
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