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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
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FORM 8-A/A
AMENDMENT NO. 1
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 ASSOCIATES, INC.
(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.)
3050 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 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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Item 1 is hereby amended by adding the following paragraph:
On April 1, 1999, Varian Associates, Inc. (the "Company")
entered into an amendment (the "First Amendment") to the Rights Agreement
dated as of November 20, 1998 between the Company and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent"). The First
Amendment, entered into by and among the Company and the Rights Agent, amends
the Rights Agreement, effective as of 11:59 p.m., California time, on April 2,
1999, to (i) change the name of the Company, where it appears in the Rights
Agreement, to reflect the Company's new name, Varian Medical Systems, Inc.,
and (ii) to decrease the Exercise Price of the Rights from $180.00 to $110.00,
pursuant to Section 2.4(b) of the Rights Agreement. For a complete description
of the Rights Agreement, as amended, please see the First Amendment to Rights
Agreement attached hereto and the Rights Agreement attached to the Company's
Registration Statement on Form 8-A (with respect to the New York Stock
Exchange) dated November 23, 1998, each of which is made a part hereof.
Item 2. Exhibits.
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Item 2 is hereby amended by adding new Exhibit 2 as follows:
Exhibit No. Description
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(2) First Amendment to Rights Agreement, dated as of April 1, 1999,
between Varian Associates, Inc. and First Chicago Trust Company
of New York, as 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 ASSOCIATES, INC.
By: /s/ Joseph B. Phair
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Name: Joseph B. Phair
Title: Vice President, General
Counsel and Secretary
Dated: April 1, 1999
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EXHIBIT INDEX
Exhibit No. Description
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(2) First Amendment to Rights Agreement, dated as of April 1,
1999, between Varian Associates, Inc. and First Chicago Trust
Company of New York, as Rights Agent.
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EXHIBIT 2
FIRST AMENDMENT
TO
RIGHTS AGREEMENT
FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of April
1, 1999, by and among Varian Associates, Inc., a Delaware corporation (the
"Company"), and First Chicago Trust Company of New York, a New York trust
company ("First Chicago").
WITNESSETH:
WHEREAS, the Company and First Chicago entered into a Rights Agreement,
dated as of November 20, 1998 (the "Rights Agreement"), under which First
Chicago is the Rights Agent;
WHEREAS, the Board of Directors of the Company, pursuant to Section
2.4(b) of the Rights Agreement, deems it appropriate to amend the Rights
Agreement to adjust the Exercise Price of the Rights in order to adequately
protect the interests of holders of Rights generally in connection with the
distribution by the Company to its stockholders of all of the Common Stock of
two of its wholly owned subsidiaries, Varian Semiconductor Equipment
Associates, Inc. and Varian, Inc., at 11:59 p.m., California time, on April 2,
1999 (the "Effective Time"); and
WHEREAS, the Board of Directors of the Company also deems it desirable to
amend the Rights Agreement to reflect (a) the change of the Company's name, and
(b) certain other matters;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Amendment of Rights Agreement. Effective at the Effective
Time, the Rights Agreement shall be, and hereby is, amended as follows:
(a) The entire Rights Agreement is amended by deleting the name "Varian
Associates, Inc." in all the places it appears, including Exhibits A and B to
the Rights Agreement, and substituting in lieu thereof the name "Varian
Medical Systems, Inc."
(b) Section 1.1 is hereby amended by deleting the dollar amount
"$180.00" in the definition of Exercise Price and substituting in lieu thereof
the dollar amount $110.00.
(c) Section 5.9 is hereby amended by deleting the following:
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Varian Associates, Inc.
3050 Hansen Way
Palo Alto, California 94304-1000
Attention: Corporate Secretary
and substituting in lieu thereof the following:
Varian Medical Systems, Inc.
3100 Hansen Way
Palo Alto, CA 94304-4000
Attn: Corporate Secretary
(d) Each reference in the Rights Agreement to "this Agreement," and each
use in the Rights Agreement of terms such as "herein," "hereof" and
"hereunder," shall mean and be a reference to the Rights Agreement as amended
hereby.
Section 2. Full Force and Effect. Except as specifically provided in this
Amendment, the Rights Agreement shall remain in full force and effect and shall
in no way be amended, modified or affected.
Section 3. Governing Law. The Rights Agreement and this Amendment shall
be deemed to be contracts made under the laws of the State of Delaware and for
all purposes shall be governed by and construed and enforced in accordance
with the laws of such state applicable to contracts to be made and performed
entirely within such state.
Section 4. Definitions. Terms used in this Amendment and not defined
herein shall have the meanings assigned to such terms by the Rights Agreement.
Section 5. Severability. If any term or provision of this Amendment or
the application thereof to any circumstance shall, in any jurisdiction and to
any extent, be invalid or unenforceable, such term or provision shall be
ineffective as to such jurisdiction to the extent of such invalidity or
unenforceability without invalidation or rendering unenforceable the remaining
terms and provisions of this Amendment or the application of such term or
provision to circumstances other than those as to which it is held invalid or
unenforceable.
Section 6. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by officers thereof thereunto duly authorized, all as of the day
and year first above written.
VARIAN ASSOCIATES, INC.
By: /s/ Joseph B. Phair
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Name: Joseph B. Phair
Title: Vice President, General
Counsel and Secretary
FIRST CHICAGO TRUST COMPANY
OF NEW YORK, as Rights Agent
By: /s/ Joanne Gorostiola
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Name: Joanne Gorostiola
Title: Assistant Vice President
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