SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
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FORM 8-A/A-4
AMENDMENT NO. 4
To Registration Statement
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 (IRS Employer
or organization) 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:
Effective January 15, 2002, Varian Medical Systems, Inc. (the
"Company") entered into an amendment (the "Fourth Amendment") to the Rights
Agreement dated as of November 20, 1998, as amended (the "Rights Agreement"),
between the Company and EquiServe Trust Company, N.A. ("EquiServe") as successor
Rights Agent. The Fourth Amendment, entered into by and among the Company and
EquiServe, amends the Rights Agreement, effective as of January 15, 2002 to
decrease the Exercise Price of the Rights from $420.00 to $210.00, as a result
of a stock split of the Company's common stock, effected in the form of a 100%
stock dividend.
ITEM 2. EXHIBITS.
Item 2 is hereby amended by adding new Exhibit 5 as follows:
Exhibit No. Description
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(5) Fourth Amendment to Rights Agreement, dated as of
January 15, 2002, between Varian Medical Systems, Inc.
and EquiServe Trust Company, N.A., as successor Rights
Agent.
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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: January 18, 2002
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(5) Fourth Amendment to Rights Agreement, dated as of
January 15, 2002, between Varian Medical Systems, Inc.
and EquiServe Trust Company, N.A., as successor Rights
Agent (incorporated by reference to Exhibit 5 to the
Company's Amendment No. 4 to Registration Statement on
Form 8-A/A-4 dated January 18, 2002 with respect to
the New York Stock Exchange).
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