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 24, 2009

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 24, 2009, Accuray Incorporated (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year 2009, ended June 27, 2009.  A copy of the Company’s press release dated August 24, 2009, titled “Accuray Announces Results for Fourth Quarter and Fiscal Year 2009” 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” (including the exhibit hereto) 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.

2

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.

3

EXHIBIT INDEX

4

Exhibit 99.1

Accuray Announces Results for Fourth Quarter and Fiscal Year 2009

SUNNYVALE, Calif., August 24, 2009 — Accuray Incorporated (Nasdaq: ARAY), a global leader in the field of radiosurgery, announced today financial results for the fourth quarter and fiscal year 2009, ended June 27, 2009.

For the fourth quarter of fiscal 2009, Accuray reported total revenue of $58.8 million, a 15 percent increase over the fourth quarter of fiscal 2008 total revenue of $50.9 million. For the fiscal year ended June 27, 2009, total revenue was $233.6 million, an 11 percent increase over the $210.4 million in total revenue recorded for fiscal year 2008.

Net income for the fourth quarter of fiscal 2009 was $1.2 million, or $0.02 per diluted share, compared to net income of $191,000, or breakeven, during the same period last year. Net income for fiscal year 2009 was $609,000 or $0.01 per diluted share, compared to net income of $5.4 million or $0.09 per diluted share for fiscal year 2008. During fiscal 2009, net income was impacted by $5.8 million or $0.10 per diluted share of non-recurring charges, associated with employee severance, inventory write downs and expenses related to January’s work force reduction.

Non-cash, stock based compensation charges were $3.8 million for the fourth quarter of fiscal 2009 and $15.5 million for the full year.

During the fourth quarter of fiscal 2009, $75.0 million was added to backlog representing 15 CyberKnife® Robotic Radiosurgery System agreements. In addition, new service agreements with a value of $13.6 million were signed.

Accuray’s backlog is composed of signed contracts that the Company believes have a substantially high probability of being recognized as revenue in future periods. Total backlog for the fourth quarter of fiscal 2009 was $556 million, with approximately $285 million associated with CyberKnife System contracts and approximately $271 million associated with services and other recurring revenue.  Of the contracts signed by June 27, 2009, non-contingent contracts, for which all contractual obligations have been satisfied, accounted for approximately $407 million or 73 percent of total backlog reported for the fourth quarter of fiscal 2009.  Contingent contracts made up $149 million of the Company’s backlog. As noted, beginning with the first quarter of fiscal 2010, Accuray will report only non-contingent orders as backlog.

In the fourth quarter of fiscal 2009, 12 new CyberKnife Systems were installed, making a full year installation total of 36 systems, an improvement over the 31 systems installed during the year prior. At the end of the 2009 fiscal year, the worldwide CyberKnife installation base was 176.

“In a year of macro economic headwinds, we are pleased with our double digit revenue growth,” said Euan S. Thomson, Ph.D., Accuray’s president and chief executive officer. “As the momentum in CyberKnife System installations continues, an increasing number of cancer patients around the world are benefiting from full body radiosurgery treatment.”

Accuray’s cash and investment balances at the end of the fourth quarter of 2009 totaled $159.2 million, which includes cash and cash equivalents of $36.8 million, restricted cash of $0.5 million, short-term investments of $64.6 million and long-term investments of $57.3 million. At the end of the fourth quarter of 2009 the Company continued to have no debt.

Outlook

The following statement is forward-looking and actual results may differ materially.  During fiscal year 2010 Accuray expects revenue to be in the range of $215 to $230 million. CyberKnife system revenue, which represents over 70% of total revenue, is driven by customer installation schedules. Based on current customer schedules, revenue in the first quarter is expected to be low, in the range of $40 to $50 million. Revenue related to systems sold and installed in prior years under Platinum contracts is recognized over the term of the original service contract, generally 5 years. Revenue from Platinum contracts is expected to decline by approximately $38 million in fiscal 2010 from fiscal 2009. All other revenue is expected to grow by approximately $20 to $30 million.

Additional Information

Additional information regarding backlog segmentation, which will be discussed during the conference call, is available in the Investor Relations section of the company’s Web site at www.accuray.com.

Earnings Call Open to Investors

Accuray will hold a conference call for financial analysts and investors on Monday, August 24, 2009 at 2:00 p.m. PT / 5:00 p.m. ET. The conference call dial-in numbers are 1-800-901-5241 (USA) or 1-617-786-2963 (International), Conference ID:  78497690.  A live webcast of the call will also be available from the Investor Relations section on the company’s Web site at www.accuray.com.  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 number: 53811638, beginning at 5:00 p.m. PT / 8:00 p.m. ET, August 24, 2009 and will be available through August 27, 2009. A webcast replay will also be available from the Investor Relations section of the company’s Web site at www.accuray.com from approximately 5:00 p.m. PT / 8:00 p.m. ET today through Accuray’s release of its results for the first quarter of fiscal 2010, ending September 30, 2009.

2

About the CyberKnife® Robotic Radiosurgery System

The CyberKnife Robotic Radiosurgery System is the world’s only robotic radiosurgery system designed to treat tumors anywhere in the body non-invasively. Using continual image guidance technology and computer controlled robotic mobility, the CyberKnife System automatically tracks, detects and corrects for tumor and patient movement in real-time throughout the treatment. This enables the CyberKnife System to deliver high-dose radiation with pinpoint precision, which minimizes damage to surrounding healthy tissue and eliminates the need for invasive head or body stabilization frames.

About Accuray

Accuray Incorporated (Nasdaq: ARAY), based in Sunnyvale, Calif., is a global leader in the field of radiosurgery dedicated to providing an improved quality of life and a non-surgical treatment option for those diagnosed with cancer. Accuray develops and markets the CyberKnife Robotic Radiosurgery System, which extends the benefits of radiosurgery to include extracranial tumors, including those in the spine, lung, prostate, liver and pancreas. To date, the CyberKnife System has been used to treat more than 70,000 patients worldwide and currently 176 systems have been installed in leading hospitals in the Americas, Europe and Asia. For more information, please visit www.accuray.com.

Safe Harbor Statement

The foregoing may contain certain forward-looking statements that involve risks and uncertainties, including uncertainties associated with the medical device industry. Except for the historical information contained herein, the matters set forth in this press release, as to financial guidance, realization of backlog, increasing number of patients, customer installation schedules, and market acceptance are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date the statements are made and are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. You should not put undue reliance on any forward-looking statements. Important factors that could cause actual performance and results to differ materially from the forward-looking statements we make include: variability of installation and sales cycle including customer financing and construction delays; market acceptance of products; competing products; and other risks detailed from time to time under the heading “Risk Factors” in our report on Form 10-K for the 2008 fiscal year, as updated from time to time by our quarterly reports on Form 10-Q and our other filings with the Securities and Exchange Commission. The Company’s actual results of operations may differ significantly from those contemplated by such forward-looking statements as a result of these and other factors. We assume 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.

# # #

3

Accuray Incorporated

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

4

Accuray Incorporated

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share amounts)

5