UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~November~~January 2726, ~~2020 (November 25, 2020)~~2021

VARIAN MEDICAL SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter)

(Exact Name of Registrant as Specified in its Charter)


Delaware	1-7598	94-2359345
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	1-7598		94-2359345
3100 Hansen Way,		Palo Alto		CA	94304-1030
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(Address of Principal Executive Offices)					(Zip Code)

3100 Hansen Way, Palo Alto, CA		94304-1030
(Address of Principal Executive Offices)		(Zip Code)


Registrant's telephone number, including area code			(650)			493-4000

~~Registrant’s~~Not ~~telephone~~Applicable ~~number~~(Former Name or Former Address, ~~including~~if ~~area~~Changed ~~code~~Since ~~(650)~~Last ~~493-4000~~Report)

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)		Name of each exchange on which registered:
Title of each class		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, $1 par value	~~VAR~~	VAR	~~New York Stock Exchange~~	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended ~~transaction~~transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~November~~January 2526, ~~2020~~2021, Varian Medical Systems, Inc., ~~a Delaware corporation~~ (the “~~Varian~~Company”), ~~entered~~issued ~~into~~a ~~letter~~press ~~agreements~~release ~~with~~announcing ~~each~~its ofpreliminary J.results ~~Michael~~of ~~Bruff,~~operations ~~Varian’s~~for ~~Chief Financial Officer, and Christopher A. Toth, Varian’s President and Chief Operating Officer, that provide, subject to~~ the ~~potential~~three ~~repayment~~months ~~obligations~~ended ~~described below, for (1)~~January ~~accelerated vesting of all unvested stock options held by each of Messrs. Bruff and Toth~~1, ~~(2) exercise of all stock options held by each of Messrs~~2021. A ~~Bruff~~copy ~~and Toth, (3) accelerated vesting~~ of ~~a portion of~~ the ~~restricted~~press ~~stock~~release ~~units~~is ~~held~~attached byas ~~Mr. Toth,~~Exhibit ~~(4) a cash payment to each of Messrs~~99.1. ~~Bruff~~A ~~and~~slide ~~Toth equal to such executive officer’s target long-term incentive target amount~~presentation, inwhich ~~lieu~~includes ofsupplemental ~~grant~~information ofrelating anto ~~annual equity compensation award for Varian’s 2021 fiscal year, and (5) removal of~~ the ~~provision of the Change in Control Agreements between Varian and each of Messrs. Bruff and Toth that would provide for a payment reduction~~Company, ~~rather~~is ~~than~~attached aas ~~tax~~Exhibit ~~equalization payment, if Mr~~99. ~~Bruff or Mr~~2. ~~Toth,~~ asThe ~~applicable,~~exhibits ~~receives~~will ~~payments~~be ~~subject~~posted toon the ~~golden~~Company's ~~parachute~~website ~~excise~~at ~~tax~~www.varian.com ~~that~~under ~~do not exceed 110% of~~ the ~~maximum~~"Investors" ~~amount payable without triggering the golden parachute excise tax~~section.

~~These~~The ~~actions~~information ~~are~~furnished ~~intended,~~under byItem ~~accelerating~~2.02 ~~tax~~of ~~realization~~this ~~events~~Current ~~into~~Report ~~the~~on ~~2020~~Form ~~calendar year~~8-K, toincluding ~~reduce~~the orexhibits, ~~eliminate~~shall ~~golden~~not ~~parachute~~be ~~excise~~deemed ~~taxes~~"filed" ~~and~~for ~~resulting~~purposes ~~equalization~~of ~~payments~~Section ~~that~~18 ~~could become payable by Varian in connection with the consummation~~ of the ~~transactions~~Securities ~~contemplated~~Exchange byAct ~~the Agreement and Plan~~ of ~~Merger~~1934, ~~dated~~ as ofamended ~~August 2,~~(the ~~2020,~~"Exchange ~~by and among Varian~~Act"), ~~Siemens~~nor ~~Healthineers~~shall ~~Holding~~it Ibe ~~GmbH,~~deemed ~~Falcon~~incorporated ~~Sub~~by ~~Inc.,~~reference ~~and,~~into ~~with~~the ~~respect to certain provisions, Siemens Medical Solutions USA, Inc. The letter agreements provide that if Mr. Bruff~~Company’s orfilings ~~Mr. Toth’s,~~with asthe ~~applicable,~~SEC ~~employment~~under isthe ~~terminated~~Securities byAct ~~Varian~~of ~~for cause or if Mr. Bruff or Mr. Toth~~1933, as ~~applicable~~amended, ~~voluntarily~~or ~~terminates employment prior to~~ the ~~date~~Exchange ~~upon which the right to the accelerated amount of compensation would have otherwise vested~~Act, ~~such~~except ~~executive~~as ~~officer~~shall ~~will generally~~ be ~~required~~expressly toset ~~pay~~forth toby ~~Varian~~specific ~~the~~reference ~~then-current~~in ~~value~~such ofa ~~the after-tax proceeds that would not have ultimately been realized absent the accelerations~~filing.

~~The~~A ~~foregoing~~copy ~~description~~ of the ~~letter~~press ~~agreements~~release ~~does not purport to be complete and~~ is ~~qualified~~attached ~~in its entirety by reference to the text of each of the agreements, copies of which are filed~~ as ~~Exhibits~~Exhibit 1099.1 ~~and 10~~.~~2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.~~

Item 9.01. Financial Statements and Exhibits.

(di) Exhibits .

10.1	Letter Agreement between Varian Medical Systems, Inc. and J. Michael Bruff, effective as of November 25, 2020
99.1		Press Release dated January 26, 2021, entitled “Varian Reports Results for the First Quarter of Fiscal Year 2021."
10.2	Letter Agreement between Varian Medical Systems, Inc. and Christopher A. Toth, effective as of November 25, 2020
99.2		Slide presentation providing supplemental information.
104	~~Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document~~	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated:~~Varian ~~November 27~~Medical Systems, ~~2020~~ Inc. By: /s/ J. Michael Bruff Name: J. Michael Bruff Title: Senior Vice President and Chief Financial Officer

~~VARIAN MEDICAL SYSTEMS, INC. By~~Dated: ~~/s/ Michael D. Hutchinson Name: Michael D. Hutchinson Title: SVP~~January 26, ~~Chief Legal Officer, Corporate Secretary~~2021


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