<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
_____________________
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
- ---------------------------------------- ---------------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
3050 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)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
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 28, 1998, each of
which is made a part hereof.
Item 2. Exhibits.
--------
Item 2 is hereby amended by adding new Exhibit 2 as follows:
Exhibit No. Description
- ----------- -----------
(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 (incorporated by reference to
Exhibit 2 to the Company's Amendment No. 1 to Registration
Statement on Form 8-A/A dated April 1, 1999, with respect to
the New York Stock Exchange).
2
<PAGE>
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
----------------------------
Name: Joseph B. Phair
Title: Vice President, General
Counsel and Secretary
Dated: April 1, 1999
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(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 (incorporated by reference to
Exhibit 2 to the Company's Amendment No. 1 to Registration
Statement on Form 8-A/A dated April 1, 1999, with respect to the
New York Stock Exchange).
4
