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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) October 26, 2005
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 2.02. Results of Operations and Financial Condition.
On October 26, 2005, Varian Medical Systems, Inc. (the "Company")
announced that: Varian Medical Systems Reports Growth in Earnings, Revenues, Net
Orders, and Backlog for Fiscal Year 2005; Company Raises Guidance for Fiscal
2006. A copy of the press release is attached as Exhibit 99.1 and incorporated
herein by reference.
The press release contains the Company's Outlook for fiscal year 2006
which includes certain forward-looking numbers, including the Company's earnings
per diluted share outlook for first quarter of fiscal year 2006 and for the full
fiscal year 2006, that may constitute non-GAAP financial measures due to the
fact that these numbers do not include the impact of expensing stock options
under the Financial Accounting Standards Board's Statement 123R ("FAS 123R").
Reconciliation of the non-GAAP forward-looking measures is contained in the
Outlook section of the press release. Notwithstanding the fact that these
forward-looking numbers exclude the impact of expensing stock options,
management believes that these forward-looking numbers are useful to investors
because they provide insight into management's current expectations for the
performance of the Company's business and for understanding of comparative
operating performance over Management also believes such information is useful
because it represents the manner in which the Company's business is currently
being managed.
The press release may also contain other non-GAAP financial measures. If
any other non-GAAP financial measures are presented, reconciliation to GAAP is
also included. Management uses any such non-GAAP financial measures to gain an
understanding of its comparative operating performance.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated October 26, 2005 regarding Varian Medical
Systems Reports Growth in Earnings, Revenues, Net Orders, and Backlog for Fiscal
Year 2005; Company Raises Guidance for Fiscal 2006.
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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.
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: October 26, 2005
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EXHIBIT INDEX
Number Exhibit
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99.1 Press Release dated October 26, 2005 regarding Varian Medical Systems
Reports Growth in Earnings, Revenues, Net Orders, and Backlog for
Fiscal Year 2005; Company Raises Guidance for Fiscal 2006.
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