Unassociated Document
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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November
10, 2008
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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))
Item
1.01. Entry
Into a Material Definitive Agreement.
On
November 10, 2008, Varian Medical Systems, Inc. (the “Company”) entered into an
Amended and Restated Credit Agreement with Bank of America, N.A. (“BofA”),
providing for a revolving credit facility that will enable the Company to borrow
up to a maximum of $150 million at any one time (the “Amended Credit Facility”).
The Amended Credit Facility is secured, subject to certain limitations on the
amount secured, by a pledge of stock issued by certain of our present and future
subsidiaries that are deemed to be material subsidiaries under the terms of
the
Amended Credit Facility. As of November 10, 2008, the Company has pledged to
BofA 65% of the voting shares that it holds in Varian Medical Systems Nederland
B.V., a wholly-owned subsidiary of the Company that is incorporated under the
laws of The Netherlands. The proceeds of the Credit Facility shall be used
for
working capital, capital expenditures, permitted acquisitions and other lawful
corporate purposes. The Amended Credit Facility will expire, if not extended
by
mutual agreement of the Company and BofA, on November 10, 2011. Borrowings
under
the Amended Credit Facility accrue interest either (i) based on LIBOR plus
a
margin of 1.25% to 1.50% based on a leverage ratio involving funded indebtedness
and EBITDA (earnings before interest, tax and depreciation and amortization)
or
(ii) based upon a base rate of either the federal funds rate plus 0.5% or BofA's
announced prime rate, which ever is greater, minus a margin of 0.5% to 0% based
on a leverage ratio involving funded indebtedness and EBITDA, depending upon
instructions from the Company to BofA as to whether advances are to be based
on
the LIBOR rate or the base rate. The Company may prepay, reduce or terminate
the
commitment without penalty.
The
Amended Credit Facility contains customary affirmative and negative covenants
for facilities of this type that, among other things, require the Company to
provide financial statements on a regular basis and provide BofA with notice
of
any material claims against the Company or any defaults under the Amended Credit
Facility. It also contains covenants that restrict, subject to certain financial
limits, the Company's ability to engage in certain actions, including
restrictions on the granting of liens, making investments, providing guarantees,
engaging in mergers, consolidations or acquisitions, selling off or disposing
of
substantial assets, paying dividends to stockholders and repurchasing its common
stock. The Company has also agreed to maintain certain financial covenants
including (i) a maximum consolidated leverage ratio, involving funded
indebtedness and EBITDA, (ii) a minimum cash flow coverage ratio, and (iii)
minimum amounts of consolidated assets. In addition, the Amended Credit Facility
contains customary events of default that entitle BofA to cause any or all
of
the Company’s indebtedness under the Amended Credit Facility to become
immediately due and payable.
The
Amended Credit Facility amends and replaces the Credit Agreement with BofA,
entered on July 27, 2007, for an unsecured revolving credit facility that
enabled the Company to borrow up to $100 million at any one time.
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:
November 14, 2008