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As filed with the Securities and Exchange Commission on April 1, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
VARIAN ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Its Charter)
---------------------
Delaware 94-2359345
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3050 Hansen Way
Palo Alto, CA 94304
(Address of Principal Executive Offices)
---------------------
Varian Medical Systems, Inc.
Omnibus Stock Plan
(Full Title of the Plan)
---------------------
Joseph B. Phair
Secretary
Varian Associates, Inc.
3050 Hansen Way
Palo Alto, CA 94304
(Name and Address of Agent For Service)
(650) 493-4000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Leslie P. Jay, Esq.
Geoffrey P. Leonard, Esq.
Orrick, Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111-3143
(415) 392-1122
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Amount Proposed Proposed Amount of
To Be Maximum Offering Maximum Aggregate Registration
Title of Securities to be Registered Registered Price Per Share(1) Offering Price (1) Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, (2)
par value $1.00 per share.. 12,000,000 shares $17.625 $211,500,000 $58,797.00
=============================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price have been calculated on
the basis of $17.625 per share, the average of the high and low price of the
Common Stock (ex-distribution, when issued) on the New York Stock Exchange
on March 25, 1999.
(2) Includes Preferred Stock Purchase Rights which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately from the
Common Stock.
===============================================================================
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PART I
Item 1. Plan Information *
Item 2. Registrant Information and Employee Plan Annual Information *
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Varian Associates, Inc. ("Registrant")
with the Securities and Exchange Commission ("Commission") are incorporated by
reference to this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K (File No. 1-7598) for
the fiscal year ended October 2, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q (File No. 1-7598)
for the quarter ended January 1, 1999.
(c) The description of the Registrant's common stock and preferred
stock purchase rights contained in registration statements filed
under the Securities Exchange Act of 1934 (the "Exchange Act") on
Form 8-A, including any subsequent amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual or
threatened actions, suits or proceedings provided that such officer, director,
employee or agent acted in good faith and in a manner such officer reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. This authority is sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
The Registrant's Restated Certificate of Incorporation and By-laws
provide for indemnification of officers and directors to the fullest extent
permitted by Delaware Law. In addition, the Registrant has, and intends in the
future to enter into, agreements to provide indemnification for directors and
officers in addition to that contained in the Restated Certificate of
Incorporation and By-laws. The Registrant also maintains insurance policies that
insure
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its officers and directors against certain liabilities.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibit
Number Name
------ ----
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is
included in Exhibit 5.1 to this Registration Statement.
24.1 Powers of Attorney.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set for the in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California on the 1st of April,
1999.
VARIAN ASSOCIATES, INC.
(Registrant)
By:/s/ Joseph B. Phair
---------------------------------
Joseph B. Phair
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*J. Tracy O'Rourke Chairman of the Board April 1, 1999
Chief Executive Officer
/s/ Robert A. Lemos Vice President, April 1, 1999
- ----------------------------------- Finance and Chief Financial
Robert A. Lemos Officer
/s/ Wayne P. Somrak Vice President, Controller April 1, 1999
- ----------------------------------- (Principal Accounting Officer)
Wayne P. Somrak
*John Seely Brown Director April 1, 1999
*Ruth M. Davis Director April 1, 1999
*Robert W. Dutton Director April 1, 1999
*Samuel Hellman Director April 1, 1999
*Terry R. Lautenbach Director April 1, 1999
*Angus A. MacNaughton Director April 1, 1999
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
*David W. Martin, Jr. Director April 1, 1999
*John G. McDonald Director April 1, 1999
*Wayne R. Moon Director April 1, 1999
*David E. Mundell Director April 1, 1999
*Burton Richter Director April 1, 1999
*Elizabeth E. Tallett Director April 1, 1999
*Jon D. Tompkins Director April 1, 1999
*Richard W. Vieser Director April 1, 1999
*By: /s/ Joseph B. Phair
-----------------------
Joseph B. Phair
Attorney-in-fact
</TABLE>
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EXHIBIT INDEX
Exhibit Page
Number Name Number
------ ---- ------
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP
is included in Exhibit 5.1 to this Registration
Statement.
24.1 Powers of Attorney.
<PAGE>
EXHIBIT 5.1
April 1, 1999
Varian Associates, Inc.
3050 Hansen Way
Palo Alto, California 94304
Re: Registration Statement on Form S-8 Varian Medical Systems, Inc.
Omnibus Stock Plan
----------------------------------------------------------------
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to the Varian Medical Systems, Inc. Omnibus Stock
Plan (the "Plan"), of up to 5,000,000 shares of common stock, $1.00 par value
("Common Stock"), of Varian Associates, Inc., a Delaware corporation (the
"Company") and such additional shares as may be subject to substitute stock
options, as provided in the Plan, not to exceed 7,000,000 shares of Common Stock
(the "Shares").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the Shares to be
issued by the Company pursuant to the Plan are validly authorized shares of
Common Stock, and, when issued in accordance with the provisions of the Plan,
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement on Form S-8 and to the use of our name
wherever it appears in said Registration Statement. In giving such consent, we
do not consider that we are "experts" within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Varian Medical Systems, Inc. Omnibus Stock Plan of
our reports dated October 21, 1998, on our audits of the consolidated financial
statement and financial statement schedule of Varian Associates, Inc.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PricewaterhouseCoopers LLP
San Jose, California
March 31, 1999
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EXHIBIT 24.1
CONSENT AND POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned directors of Varian Associates, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints Richard M. Levy and
Joseph B. Phair and each of them, his or her true and lawful attorneys-in-fact,
with full power of substitution, for him or her and in his or her name, place
and stead, in his or her capacity as a director, to execute a Registration
Statement or Registration Statements on Form S-8 under the Securities Act of
1933, as amended, relating to 5,000,000 shares of Common Stock and up to
7,000,000 additional shares of Common Stock that are subject to substitute stock
options (collectively, the "Shares") that are issuable under the Varian Medical
Systems, Inc. Omnibus Stock Plan (the "Plan") and any and all amendments
(including post-effective amendments) to such Registration Statements, and to
file such Registration Statements and any and all amendments thereto, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact full
power and authority to do and perform each and every act and thing necessary or
desirable to be done in and about the premises, as fully to all intents and
purposes, as he or she might or could do in person, and ratify and confirm all
that such attorneys-in-fact or their substitutes may lawfully do or cause to be
done by virtue hereof, and hereby consents to such registration of the Shares
and the issuance thereof pursuant to the terms of the Plan.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of March, 1999.
/s/ Angus A. MacNaughton /s/ John G. McDonald
--------------------------- --------------------------
Angus A. MacNaughton John G. McDonald
/s/ Wayne R. Moon /s/ Burton Richter
--------------------------- --------------------------
Wayne R. Moon Burton Richter
/s/ Elizabeth E. Tallet /s/ John Seely Brown
--------------------------- --------------------------
Elizabeth E. Tallett John Seely Brown
/s/ Robert W. Dutton /s/ Samuel Hellman
--------------------------- --------------------------
Robert W. Dutton Samuel Hellman
/s/ Terry R. Lautenbach /s/ D.E. Mundell
--------------------------- --------------------------
Terry R. Lautenbach D.E. Mundell
/s/ Ruth M. Davis /s/ David W. Martin, Jr.
--------------------------- --------------------------
Ruth M. Davis David W. Martin, Jr.
/s/ J. Tracy O/Rourke /s/ Jon D. Tompkins
--------------------------- --------------------------
J. Tracy O'Rourke Jon D. Tompkins
/s/ Richard W. Vieser
---------------------------
Richard W. Vieser
