UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2013

ACCURAY INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1310 Chesapeake Terrace
Sunnyvale, California 94089

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 716-4600

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:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On August 27, 2013, Accuray Incorporated (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended June 30, 2013.  A copy of the Company’s press release dated August 27, 2013, titled “Accuray Announces Results for Fourth Quarter and Fiscal Year 2013” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information (including the exhibit hereto) is being furnished under “Item 2.02 Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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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.

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EXHIBIT INDEX

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Exhibit 99.1

Accuray Announces Results for Fourth Quarter and Fiscal Year 2013

Continued Momentum in New Order Activity and Backlog

Provides Guidance for Fiscal 2014

SUNNYVALE, Calif., August 27, 2013 — Accuray Incorporated (Nasdaq: ARAY) announced today financial results for the fourth quarter and fiscal year ended June 30, 2013. Non-GAAP results are provided to enhance understanding of Accuray’s ongoing core results of operations.

Accuray announced continued strength in new orders booked in the fourth quarter and first patients treated in the United States with the new CyberKnife® M6™ and TomoTherapy® H™ Series Systems as well as continued financial discipline, operating expense control and decreased operating losses.

 “This was the second quarter in which we have shown growth and improvement in new order volume, driven by the actions we have taken to improve the commercial focus and execution of our business. I am encouraged that while we have seen improved commercial momentum, at the same time we have also reduced operating expenses, resulting in significantly lower operating losses and cash usage,” said Joshua H. Levine, president and chief executive officer of Accuray.

Accuray also announced that based on final results from extensive durability testing, the Company is pursuing alternative manufacturing strategies for the InCise™ multileaf collimator (MLC) option on the CyberKnife M6 System. “Despite delays surrounding the initial shipment of our MLC, we are encouraged by feedback that the expanded feature set and functionality of our CyberKnife M6 System is driving improved clinical benefits for patients and economic value for our customers,” said Joshua H. Levine, president and chief executive officer of Accuray.

Financial Highlights

Gross new product orders totaled $71.6 million during the fourth quarter of fiscal 2013, up $17.8 million or 33% from $53.8 million during the third quarter of fiscal 2013. Net new product orders totaled $58.1 million during the fourth quarter of fiscal 2013, up $14.0 million or 32% from $44.1 million during the third quarter of fiscal 2013. Ending product backlog of $317.4 million was 7% higher than $297.9 million at the end of the previous quarter, and 12% higher than $283.6 million at the end of the prior year fourth quarter.

During the fourth quarter of fiscal 2013, 14 units were shipped and 15 were installed, increasing Accuray’s worldwide installed base to 700 systems.

For the fourth quarter of fiscal 2013 Accuray reported total consolidated GAAP and non-GAAP revenue of $84.9 million. By comparison, for the fourth quarter of fiscal 2012, total GAAP revenue

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was $100.5 million and total non-GAAP revenue was $101.1 million. On a non-GAAP basis, product revenue was down by 36.6 percent from the same quarter of the prior year.

The consolidated GAAP gross margin for the fourth quarter of fiscal 2013 was 36.4 percent for products and 28.6 percent for services, compared to 46.2 percent for products and 21.6 percent for services, respectively, for the fourth quarter of the prior year. The consolidated non-GAAP gross margin for the fourth quarter of fiscal 2013 was 41.7 percent for products and 28.7 percent for service, compared to 52.8 percent and 19.9 percent, respectively, for the fourth quarter of the prior year. While we expect the underlying positive trend in our service gross margin to continue, we are likely to experience quarterly fluctuations as in past quarters.

During the second, third and fourth quarters of fiscal 2013, operating expenses included $4.0 million, $4.9 million, and $0.2 million, respectively, of severance and facilities consolidation costs related to our restructuring. Excluding these charges related to our restructuring, ongoing non-GAAP operating expenses totaled $39.4 million in the fourth quarter compared to $50.1 million in the fourth quarter of the prior year which demonstrates significant progress towards our goal of reducing non-GAAP operating expenses to approximately $40 million per quarter during fiscal year 2014 with some expected quarterly fluctuations.

Consolidated GAAP net loss attributable to stockholders for the fourth quarter of fiscal 2013 was $18.7 million, or $0.25 per share, compared to $20.3 million or $0.28 per share for the fourth quarter of the prior year. Non-GAAP net loss for the fourth quarter of fiscal 2013 was $15.1 million or $0.20 per share compared to $14.2 million or $0.20 per share for the fourth quarter of the prior year.

Accuray’s cash, cash equivalents, investments and restricted cash totaled $177.1 million as of June 30, 2013.

Outlook

Accuray management projects total revenue for fiscal 2014 of $325 million to $345 million on both a GAAP and non-GAAP basis.

Additional Information

Additional information including slides of fourth quarter and year end highlights, which will be discussed during the conference call, is available in the Investor Relations section of the company’s website at www.accuray.com/investors.

Earnings Call Open to Investors

Accuray will hold a conference call for financial analysts and investors on Tuesday, August 27, 2013 at 2:00 p.m. PDT/5:00 p.m. EDT. The conference call dial-in numbers are 1-877-415-3183 (USA) or 1-857-244-7326 (International), Conference ID: 43627074.  A live webcast of the call will also be available from the Investor Relations section of the corporate website at www.accuray.com/investors.  In addition, a recording of the call will be available by calling 1-888-286-8010 (USA) or 1-617-801-6888 (International), Conference ID: 49814037, beginning at 4:00 p.m. PDT/7:00 p.m. EDT on August 27, 2013 and will be available through September 3, 2013. A webcast replay will also be available from the Investor Relations section of the Company’s website at www.accuray.com/investors from approximately 5:00 p.m. PDT/8:00 p.m. EDT today through Accuray’s release of its results for the first quarter of fiscal 2014, ending September 30, 2013.

About Accuray

Accuray Incorporated (Nasdaq: ARAY), is a radiation oncology company that develops, manufactures and sells personalized, innovative treatment solutions that set the standard of care with the aim of

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helping patients live longer, better lives. The Company’s leading-edge technologies deliver the full range of radiation therapy and radiosurgery treatments. For more information, please visit www.accuray.com.

Safe Harbor Statement

Statements made in this press release that are not statements of historical fact are forward-looking statements and are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release relate, but are not limited, to total revenue and operating expenses; delays in the shipment of the MLC options; and expectation of the continuation of the positive trend in our service gross margin. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from expectations, including but not limited to: the company’s ability to convert backlog to revenue; the success of its worldwide sales and marketing efforts; the success of the introduction of our CyberKnife and TomoTherapy Systems; the extent of market acceptance for the company’s products and services; the company’s ability to manage its expenses; continuing uncertainty in the global economic environment; and other risks detailed from time to time under the heading “Risk Factors” in the company’s report on Form 10-K to be filed on or before September 13, 2013, and our other filings with the SEC.

Forward-looking statements speak only as of the date the statements are made and are based on information available to the company at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. The company assumes no obligation to update forward-looking statements to reflect actual performance or results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. Accordingly, investors should not put undue reliance on any forward-looking statements.

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Financial Tables to Follow

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Accuray Incorporated

Consolidated Statements of Operations

(in thousands, except per share data)

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Accuray Incorporated

Consolidated Balance Sheets

(in thousands, except share amounts)

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Revenue

(A)       As of the close of the acquisition, TomoTherapy’s deferred product revenue related to products shipped but not yet installed was written down to the fair value of goods and services remaining to be delivered. As a result, during the three months ended June 30, 2013 and 2012, product revenue recorded by Accuray for the sale of TomoTherapy products was less than $0.1 million and $0.3 million lower than product revenue that would have been recorded by TomoTherapy if the acquisition had not occurred.  For the years ended June 30, 2013 and 2012, product revenue recorded by Accuray for the sale of TomoTherapy products was $0.4 million and $2.1 million lower than product revenue that would have been recorded by TomoTherapy if the acquisition had not occurred.

(B)      As of the close of the acquisition, TomoTherapy’s deferred service revenue was written up to fair value. As a result, deferred service revenue recognized by Accuray during the three months ended June 30, 2013 and 2012 was less than $0.1 million and $0.8 million higher than the amount that would have been recognized by TomoTherapy if the acquisition had not occurred. Partially offsetting this deferred revenue adjustment for the three months ended June 30, 2012, Accuray recorded a reserve for returns of $1.0 million to reflect the expected return of spare parts from TomoTherapy distributors who will cease servicing TomoTherapy systems once the integration is complete and Accuray personnel begin to provide service directly to these customers. For the years ended June 30, 2013 and 2012, deferred service revenue recognized was $0.1 million and $11.5 million higher than the amount that would have been recognized by TomoTherapy if the acquisition had not occurred. Partially offsetting the $11.5 million deferred revenue adjustment for the year ended June 30, 2012, Accuray recorded a reserve for returns of $1.4 million to reflect the expected return of spare parts from TomoTherapy distributors who will cease servicing TomoTherapy systems once the integration is complete and Accuray personnel begin to provide service directly to these customers.

Cost of Revenue

(C)       Products cost of revenue included the following charges arising from the acquisitions of TomoTherapy and Morphormics: $2.0 million and $3.8 million, respectively, during the three months ended June 30, 2013 and 2012 and $9.6 million and $15.3 million for the years ended June 30, 2013 and 2012 respectively, for the amortization of intangible assets created by the acquisitions. For the year ended June 30, 2012, products cost of revenue also included $8.3 million due to the write up of finished goods and work-in-process inventory on hand at the time of the acquisition of TomoTherapy from cost basis to fair value and $0.2 million due to employee severance and retention expenses.

(D)       Services cost of revenue included the following adjustments to expenses arising from the acquisition of TomoTherapy during the three and twelve months ended June 30, 2013: less than $0.1 million and $0.3 million charges for property, plant and equipment revaluation; less than $(0.1) million and $(0.4) million reductions in expenses due to the roll out of fair value increases in warranty and loss contracts reserves, both of which were related to service provided during the periods. Service cost of revenues also included $0.1 million and $0.2 million of charges during the three and twelve months ended June 30, 2013 due to employee severance and retention. For the three and twelve months ended June 30, 2012: $-0- and $3.6 million charge due to the write up of service related inventory on hand at the time of the acquisition of TomoTherapy from cost basis to fair value, $(0.4) million and $(3.5) million reductions in expenses due to the roll out of fair value increases in warranty and loss contracts reserves for the periods of service consumed, $0.1 million and $0.4 million charges for property, plant and equipment revaluation, less than $0.1 million and $1.9 million charges due to employee severance, integration and retention expenses, and $(0.6) million and $(0.8) million of credits to reflect the cost of spare parts expected to be returned by TomoTherapy distributors who will cease servicing TomoTherapy systems once the integration is complete and Accuray personnel begin to provide service directly to these customers.

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Gross Profit

Gross Profit Margin

Operating Expenses

(E)        For the three and twelve months ended June 30, 2013, less than $0.1 million charge for property, plant and equipment revaluation. For the three and twelve months ended June 30, 2012, $0.5 million and $2.3 million, respectively, of charges primarily due to employee severance, integration and retention expenses.

(F)         For the three and twelve months ended June 30, 2013: less than $0.1 million and $0.3 million due to retention expenses from the acquisition of Morphormics, and $0.1 million and $0.3 million due to property, plant and equipment revaluation from acquisition of TomoTherapy. For the three and twelve months ended June 30, 2012, less than $0.1 million and $1.2 million charges due to employee severance, integration and retention expenses and $0.1 million and $0.2 million due to property, plant and equipment revaluation from acquisition of TomoTherapy.

(G)       For the three and twelve months ended June 30, 2013:  $-0- and $0.3 million charge primarily due to employee severance from the acquisition of Morphormics, $-0- and $0.5 million related to employee severance and retention due to consolidation of European offices, and $0.3 million and $1.3 million due to property, plant and equipment revaluation due to the acquisition of TomoTherapy. For the three and twelve months ended June 30, 2012, $0.2 million and $2.4 million charge due to employee severance and retention expenses, $0.2 million and $1.3 million charge related to preparation for integration of work forces and operations, and $0.5 million and $1.9 million charge for property, plant and equipment revaluation.

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Net loss attributable to Stockholders