SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
---------------------
FORM 8-A/A-3
AMENDMENT NO. 3
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.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2359345
---------------------------------------- ---------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
3100 Hansen Way
Palo Alto, CA 94304-1000
---------------------------------------- ---------------------------------
(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
------------------- ------------------------------
Preferred Stock Purchase Rights Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
--------------------------------------------------------------------------------
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 is hereby amended by adding the following paragraph:
On November 16, 2001, Varian Medical Systems, Inc. (the
"Company") entered into an amendment (the "Third Amendment") to the Rights
Agreement dated as of November 20, 1998 as amended, by the First Amendment dated
April 1, 1999 and the Second Amendment dated August 17, 2001 (the "Rights
Agreement") between the Company and First Chicago Trust Company of New York
("First Chicago"), as Rights Agent. The Third Amendment, entered into by and
among the Company, First Chicago and EquiServe Trust Company, N.A.
("EquiServe"), successor to First Chicago as Rights Agent (the "Rights Agent"),
amends the Rights Agreement, effective as of November 16, 2001 to revise section
4.4 "Change of Rights Agent" of the Rights Agreement relative to the
qualifications of the Rights Agent and to substitute EquiServe as the Rights
Agent.
ITEM 2. EXHIBITS.
Item 2 is hereby amended by adding new Exhibit 4 as follows:
Exhibit No. Description
----------- -----------
(4) Third Amendment to Rights Agreement, dated as of
November 16, 2001, between Varian Medical Systems,
Inc., and First Chicago Trust Company of New York and
EquiServe Trust, N.A., as Rights Agent (incorporated
by reference to Exhibit 4 to the Company's Amendment
No. 3. to Registration Statement on Form 8-A/A-3
dated January 4, 2002, with respect to the New York
Stock Exchange).
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
Name: Joseph B. Phair
Title: Vice President, Administration, General
Counsel and Secretary
Dated: January 4, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(4) Third Amendment to Rights Agreement, dated as of
November 16, 2001, between Varian Medical Systems,
Inc., and First Chicago Trust Company of New York and
EquiServe Trust, N.A., as Rights Agent (incorporated
by reference to Exhibit 4 to the Company's Amendment
No. 3 to Registration Statement on Form 8-A/A-3 dated
January 4, 2002 with respect to the New York Stock
Exchange).