SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced, on August 2, 2020, Varian Medical Systems, Inc., a Delaware corporation (the “Company”), Siemens Healthineers Holding I GmbH, a company organized under the laws of Germany (“Parent”), Falcon Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and, with respect to certain provisions, Siemens Medical Solutions USA, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger, pursuant to which, on the terms and subject to the conditions set forth therein, among other things, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
On March 2, 2021, the Company announced that Dow Wilson, the Company’s Chief Executive Officer, will be departing the Company at the closing of the Merger and will serve as a special advisor to Siemens Healthineers AG. In addition, J. Michael Bruff, the Company’s Chief Financial Officer, will be departing the Company at the closing of the Merger.
All of the foregoing officers are expected to continue in their current roles through the closing of the Merger.
| Item 7.01. | Regulation FD Disclosure. |
On March 2, 2021, the Company issued a press release regarding the departure of the Company’s Chief Executive Officer described in Item 5.02, which press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release, dated March 2, 2021. | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. | |
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: March 2, 2021
| VARIAN MEDICAL SYSTEMS, INC. | ||
| By: | /s/ Michael D. Hutchinson | |
| Name: | Michael D. Hutchinson | |
| Title: | SVP, Chief Legal Officer, Corporate Secretary | |